7874, a foreign corporation is deemed to have indirectly acquired a domestic corporation's properties if it acquires the stock of such domestic corporation, either (1) directly or (2) indirectly, through the acquisition of another domestic corporation or of a domestic or foreign partnership owning the respective shares.
In contrast, the acquisition of a foreign corporation that, in turn, owns a domestic corporation, is not an indirect acquisition of such domestic corporation for Sec.
One sign of the renewed debate is the recent book by Jack Beatty, called Colossus: How the Corporation Changed America.
Yet as the vehicle for these pecuniary urgings, the corporation posed a big dilemma.
The Supreme Court called the discrimination in South Central Bell not merely theoretical; the undisputed record showed the average Alabama domestic corporation paid only 20% of the franchise tax it would pay if treated as a foreign corporation.
In summary, the Court unequivocally held that Alabama's foreign corporation franchise tax was unconstitutional, as a violation of the Commerce Clause, and therefore could not be enforced.
The second exception to nonrecognition of gain on the transfer of property to a controlled corporation involves the assumption of liabilities by the transferee corporation.
For example, assume that a shareholder organizes a corporation and contributes as its only asset a building with a basis of $50 and a fair market value of $100; the property is subject to a mortgage debt of $90.
Table 1-2: Nucor Corporation - Ticker Codes at Various Stock Exchange
Table 1-3: Nucor Corporation - Key Management People
Not be an ineligible corporation
by definition (such as certain insurance companies).
When a corporation
fails to qualify as an S corporation
solely because its election was not timely filed.
Under new section 355(e), the anti-Morris Trust provision, a distributing corporation
will recognize gain if one or more persons acquire, directly or indirectly, 50 percent or more of the stock (measured by vote or value) of the distributing or any controlled corporation
as part of a plan or series of related transactions that was in place at the time of the distribution.
Bering Straits is the regional corporation
for Alaska's wind-swept Seward Peninsula and for St.
This two-part article discusses recent legislation, cases, rulings, regulations and other developments in the S corporation