Discussion:Brian C. Payne, CPA
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Discussion Forum Index --> User Introductions --> Brian C. Payne, CPA
| 22 November 2005 | |
| Hello everyone. I am a new user to the TaxAlmanac website as of today, November 22, 2005. With that being said, I thought that I would provide some of my background information for the other users. I graduated The Citadel, The Military College of South Carolina in May of 2000. Upon graduation, I began working at PricewaterhouseCoopers, LLP in the Tax PCS practice. I have been with PricewaterhouseCoopers since August of 2000 and I have experience in corporate, partnership, and individual taxation. I am a Certified Public Accountant liscensed by the state of North Carolina. Throughout my tenure with PricewaterhouseCoopers, I have worked on several types of engagements. Some of the engagements that I have worked on are as follows: Federal and state tax return preparation for corporations, S-Corporations, partnerships, and individuals, cost segregation studies (ie depreciation studies), research and development credit tax studies, personal financial tax planning, corporate bankruptcies, corporate restructuring and reorganization, international taxation, state nexus studies, FAS 109 tax accruals, state credits and incentives, and the new Domestic Production Activities deduction studies. My goal is to help provide feedback to other users' tax questions. | |
DianeOffutt (talk|edits) said: | 22 November 2005 |
| I look to the Tax Almanac for feedback on business issues. It is comforting to know someone with your experience is part of the group. Welcome.
Diane Offutt Accounting Connections, LLC Woodstock, Georgia 30189 Http://www.accountingconnections.org | |
| 16 January 2007 | |
| BPayne, you sound like you might be able to help me with this issue. 100% of S Corp stock, (which had been a C Corp until 2 years ago) was sold to a new C Corp. (Without checking with their CPA, of course.) S Corp now has lost S status. OldSCorp has all the assets that NewCCorp will use in operating NewCCorp business. Can OldSCorp be merged into NewCCorp? From my research, it looks like a merger is when shares of stock are exchanged and that's not the case here--OldSCorp stockholders sold their shares for cash to the NewCCorp and have no ownership in the NewCCorp. If a merger is possible, will the BIG tax come into play for the OldSCorp? I think the result of how clients structured the deal is that both corporations must now file Form 1120, although NewCCorp could elect S status if we decide to do that. Or I think the NewCCorp could file a consolidated return with OldSCorp. I plan to record the following on the NewCCorp's books:
Investment in OldSCorp xxxxxx Note Payable xxxxxxx
By the way, the C Corp also bought real estate from another entity! Again, with no input from me. I'm going to advise them to sell the real estate to a LLC owned by the three stockholders of the NewCCorp. The basis of the land is equal to the FMV so no gain should be realized. | |
| 16 January 2007 | |
| Brian, thanks for the intro. Why don't you copy and paste your info into your user profile page? -- Larry Hess, CPA, Albuquerque, NM - Talk to me | |
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