Discussion:Accounting for 368(a)(1)(F) Merger

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Discussion Forum Index --> Accounting Questions --> Accounting for 368(a)(1)(F) Merger

Chase (talk|edits) said:

5 May 2009
Client had an LLC taxed as a partnership for the tax year 2008. Because he received VC funds, the VC required a conversion to a C Corporation in order to be able to issue preferred stock. The merger docs refer to a tax free reorg under the code section above. I have the financials at 12/31/08. Part of this is tax related but I thought I would post here first.

1) Don't I need the activity from Jan 1 2009 until the merger date of 02/15/09 in order to be able to properly transfer the balance sheet over to the new C Corp? They do not have this activity yet documented. Seems that on the merger date of 02/15 that the new C Corp balance sheet on Day 1 should reflect the activity up through 02/14/09.

2) Are the expenses of the pre-merged LLC taken into account (for the period 01/01/09 - 02/15/09) taken on the final return of the LLC or do they get incorporated into the new C Corp ?

3) Is a final LLC short period return required for the LLC? I thought short tax year is not required for a reorg under 368(a)(1)(F). If this is the case, then perhaps my question #2 above means that the activity of the pre-merged LLC and the new C Corp are combined?

Thank you.

Thank you.

Chase (talk|edits) said:

5 May 2009
Need to change the title to "Accounting for 368(a)(1)(F) Merger" -- Not sure how to change the title.....any assistance appreciated.

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