Discussion:Merger Reporting Requirement
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| Revision as of 02:22, 30 July 2009 Smktax (Talk | contribs) (No, because the) ← Previous diff |
Revision as of 05:14, 30 July 2009 Chase (Talk | contribs) (Actually not in) Next diff → |
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| {{ForumReplyPost|UserID=Smktax|Date=30 July 2009|Text=No, because the merger of a partnership into a corporation would not be a tax free reorganization under section 368(a).}} | {{ForumReplyPost|UserID=Smktax|Date=30 July 2009|Text=No, because the merger of a partnership into a corporation would not be a tax free reorganization under section 368(a).}} | ||
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| + | {{ForumReplyPost|UserID=Chase|Date=30 July 2009|Text=Actually not in my office at the moment to double check the merger agreement but this was a merger per 368(a)(1)(F) according to the legal docs I have seen whereby the assets were contributed to the C Corporation (limited liabilities) and the members interests in the LLC were converted to common stock on a pro rata basis according to the members interest in the LLC. Not a taxable transaction. | ||
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| + | In this case, any disclosures needed or just check box on the 1065 as a final return ??}} | ||
Revision as of 05:14, 30 July 2009
Discussion Forum Index --> Tax Questions --> Merger Reporting Requirement
| 4 August 2006 | |
| What is the mechanics of reporting two corporations merging on the federal return where one Corp continues to operate and the other dissapears? On Form 100 for CA, there is a "Merger/Reorganized" box available to check. However, no such box is available on Form 1120 or on Form 966. Thank you. | |
| 30 July 2009 | |
| Do the disclosure statements at 1.368 also apply to an LLC (taxed as partnership) which merged into a C Corporation?
Is the 1.368-3(a) required to be attached to the final 1065 while the partners will attach a 1.368(b) to their 2009 tax returns, the year in which the merger occurred? | |
| 30 July 2009 | |
| No, because the merger of a partnership into a corporation would not be a tax free reorganization under section 368(a). | |
| 30 July 2009 | |
| Actually not in my office at the moment to double check the merger agreement but this was a merger per 368(a)(1)(F) according to the legal docs I have seen whereby the assets were contributed to the C Corporation (limited liabilities) and the members interests in the LLC were converted to common stock on a pro rata basis according to the members interest in the LLC. Not a taxable transaction.
In this case, any disclosures needed or just check box on the 1065 as a final return ?? | |
