Corporate Taxation

About the Author

PART 1 CORPORATE FORMATION
Chapter 1 Selecting a Business Entity
 A. Sole Proprietorship
 B. General Partnership
 C. Limited Partnership
 D. Limited Liability Partnership
 E. Limited Liability Limited Partnership
 F. Limited Liability Company
 G. Corporation
 H. Tax Treatment of Business Entities under the Check-the-Box Regulations
 I. Qualified Joint Ventures between Married Persons
 J. Obtaining an Employer Identification Number (EIN)

Chapter 2 Transfer of Property to a Corporation
 A. C Corporations in General
 B. Review of Terminology Used in Sales or Exchanges
 C. Nonrecognition of Gain or Loss by Transferor of Property to a Controlled Corporation
 D. Transfers of Property Encumbered by Liabilities
 E. Determining a Shareholder’s Initial Tax Basis in the Stock Received
 F. Nonrecognition of Gain or Loss by the Corporation
 G. Determining the Corporation’s Initial Tax Basis in the Assets Received
 H. The Shareholder’s Initial Holding Period in the Stock Received
 I. The Corporation’s Initial Holding Period in the Assets Received
 J. Transfers to Corporations with Pre-Existing Shareholders
 K. The Transfer of Services and the Impact on the “Control” Requirement
 L. Contribution of Depreciable Assets
 M. Special Rule for “Investment Companies”
 N. Transfer of Services to a Corporation in Exchange for Stock

Chapter 3 A Corporation’s Capital Structure and Other Formation Issues
 A. Capital Structure
 B. Taxable Year
 C. Methods of Accounting
 D. Costs of Formation

PART 2 DETERMINING A CORPORATION’S TAX LIABILITY
Chapter 4 Determining a Corporation’s Tax Liability
 A. Corporate Income Tax Formula
 B. Character of Income to Shareholders
 C. Special Rules for Certain Deductions
 D. Affiliated Groups
 E. Accumulated Earnings Tax
 F. Personal Holding Company Tax

PART 3 CORPORATE DISTRIBUTIONS
Chapter 5 Nonliquidating Distributions
 A. Dividends and the Role of Earnings and Profits
 B. Calculating Current Earnings and Profits
 C. Impact of a Nonliquidating Distribution on the Shareholders
 D. Impact of a Nonliquidating Distribution on the Corporation
 E. Constructive Dividend Distributions

Chapter 6 Stock Dividends and Stock Redemptions
 A. Stock Dividends
 B. Stock Redemptions

Chapter 7 Liquidating Distributions
 A. Gain or Loss Recognition to the Corporation
 B. Gain or Loss Recognition to the Shareholders
 C. Tax Basis of Property Received by Shareholders
 D. Impact on Tax Attributes of the Corporation
 E. Parent-Subsidiary Exceptions

PART 4 S CORPORATIONS
Chapter 8 S Corporation Eligibility and Operations
 A. S Corporations and Coordination with Subchapter C
 B. Qualifying for S Corporation Status
 C. Making the S Election
 D. Qualified Subchapter S Subsidiaries (QSubs)
 E. Termination of S Status
 F. S Corporations are Generally not Subject to Income Tax
G. Separately Stated Items
H. S Corporation Ordinary Business Income/Loss
 I. Mechanism for Reporting Income to Shareholders—Form 1120S
 J. Adjustments to Shareholder’s Stock Basis
 K. Treatment of Losses
 L. Fringe Benefits to Shareholders
M. Entity-Level Taxes
 N. Qualified Business Income Deduction

Chapter 9 Distributions from S Corporations to Shareholders
 A. Nonliquidating Distributions
 B. Liquidating Distributions

PART 5 CORPORATE MERGERS AND ACQUISITIONS
Chapter 10 Taxable Acquisitions
 A. Taxable Asset Acquisitions in General
 B. Taxable Asset Acquisitions: Special Considerations
 C. Taxable Stock Acquisitions

Chapter 11 Tax-Free Reorganizations in General
 A. Nonrecognition to Shareholder
 B. Nonrecognition to Target Corporation
 C. Types of Reorganizations
 D. Continuity of Shareholder Interest
 E. Continuity of Business Enterprise
 F. Business Purpose
 G. Step-Transaction Doctrine

Chapter 12 Type A, B, and C Reorganizations
 A. Type A Reorganizations: Two-Party Merger or Consolidation
 B. Type A Reorganizations: Forward Triangular Merger
 C. Type A Reorganizations: Reverse Triangular Merger
 D. Type B Reorganizations: Stock for Stock
 E. Type C Reorganizations: Stock for Assets

Chapter 13 Type D, E, F, and G Reorganizations
 A. Type D Reorganizations: Assets for Stock
 B. Type E Reorganizations: Recapitalizations
 C. Type F Reorganizations: Changes in Identity
 D. Type G Reorganizations: Bankruptcy Reorganizations

Chapter 14 Corporate Divisions
 A. Statutory Authorization
 B. Tax Consequences to Distributing Corporation
 C. Spin-Offs, Split-Offs, and Split-Ups

Chapter 15 Carryovers of Corporate Tax Attributes in Acquisitions
 A. Carryovers in Certain Corporate Acquisitions
 B. Limitation on Use of Net Operating Losses upon Ownership Change

PART 6 AFFILIATED CORPORATIONS
Chapter 16 Affiliated Corporations
 A. Statutory Authorization for Consolidated Returns
 B. Definition of “Affiliated Group”
 C. Intercompany Transactions
 D. Calculating Consolidated Taxable Income
 E. Consolidated Net Operating Losses
 F. Stock Basis Adjustments
 G. Miscellaneous Consolidated Return Issues

PART 7 REPORTABLE TRANSACTIONS AND MATERIAL ADVISORS
Chapter 17 Reportable Transactions and Material Advisors
 A. Reportable Transactions and Related Penalties
 B. Disclosure by Material Advisors

Index