Per the IRS Education Provider Standards this course must be COMPLETED by 12/31/2024 to receive credits. NOTE: Go to My Professional Profile in your CCH CPELink account settings to ensure your name, and PTIN number; matches your PTIN card
It is often said that corporations are like lobster traps, easy to get into and hard to get out of. The tax consequences of liquidating a corporation vary, depending on the facts involved and the form the liquidation takes. Liquidations to non-corporate shareholders generally require paying a corporate level tax, while subsidiary liquidations do not. This course covers the tax consequences of both types of corporate liquidations, from the shareholder and corporation’s. perspectives.
Publication Date: May 2022
Designed For
Tax practitioners at all levels who advise on the liquidation of corporations.
Topics Covered
- Corporate Liquidations Overview
- Liquidation vs. Dissolution
- Tax Treatment
- Statutory Rules
- Liquidations — Intro.
- Property Distributions
- Loss Limitations
- Sections 332 & 337 — Basic Rules
- Associated Wholesale Grocers
- Section 332/337: Miscellaneous
- Tax Consequences of §351
- Entity Conversions
- C Corporation to LLC Conversion
- Pitfalls?
Learning Objectives
- Recognize and explain the difference between a section 331 and section 332 liquidation and the tax consequences of each
- Identify how to calculate gain or loss on corporate liquidations of both types, from corporate and shareholder perspectives.
- Describe how to determine tax basis of property received in corporate liquidation
- Recognize how to gain familiarity with potential tax pitfalls in corporate liquidations
- Differentiate private letter rulings
- Describe when a corporation ceases activity and winds up its affairs
- Identify which section prescribes that a corporation generally recognizes gain or loss on distribution of assets
Level
Intermediate
Instructional Method
Self-Study
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
Basic understanding of liquidation of corporations.
Advance Preparation
None
Instructor
Jennifer Kowal
Jennifer Kowal, JD, has been a tax professor and the director of the graduate tax program at Loyola Law School in Los Angeles since 2003. Loyola’s graduate tax program offers an LL.M. in Taxation for attorneys and a Master in Tax Law for non-lawyers. Professor Kowal teaches courses in advanced income taxation, income tax timing issues, corporate taxation, and tax research, among others. Prior to teaching at Loyola, Professor Kowal taught in the International Tax Program at Harvard Law School.
She also practiced law with the firms of Irell & Manella in Los Angeles and Ropes & Gray in Boston, advising clients on the taxation of various business transactions, including cross-border, partnership and corporate structures. Professor Kowal holds a BS in Accounting with distinction from the University of Kansas, and a JD from UCLA School of Law, where she was a member of the Order of the Coif.