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Subject Topic: 351 transfer & holding period (Topic Closed Topic Closed) Post ReplyPost New Topic
  
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icecold726
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Joined: 24 Nov 2009
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Posted: 24 Nov 2009 at 11:44 | IP Logged  

A friend and I are thinking about incorporating an IT business but we
can't afford an accountant or tax attorney. I've significantly changed the
numbers (they are about 100x what we're actually putting in). I only made
them large round numbers so I could understand the explanation better.

So I just have a few basic
questions about 351 & holding period.

Myself and my partner will incorporate an IT business. I transfer equipment (value $90,000,000, basis $40,000,000) in exchange for
500,000 shares of common stock (value $60,000,000) and cash of $30,000,000 (which came via my partner's transfer). My partner transfers
$60,000,000 of cash to the Corporation in exchange for 500,000 shares of common stock.

This is sounding more and more like a textbook problem lol. I don't know if that helps. To be perfectly honest, I'm inflating the numbers so I
can understand the concepts better and learn it rather than just have someone tell me what the answer is.

So to my understanding, under this scenario, we qualify for 351 nonrecognition even with the fact that I'll be getting $30,000,000 (to be
treated as boot).

My basis in the shares is $10,000,000 (from my research it is "exchanged" basis of $40,000,000 minus the money I'll be receiving). And my
partner's basis is $60,000,000.

What my question is, in that type of transfer, what would be each of our
holding periods (or how would I go about calculating it) for the common
stock shares?

Thanks
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gmeyers
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Posted: 25 Nov 2009 at 17:17 | IP Logged  

I am a SALT person so def not the most qualified to answer this, but I can point out a few flaws I see.

First of all you are recognizing a gain of the boot received and this needs to be taken into consideration when computing your basis in the stock received.  Otherwise you would effectivly be taxing yourself both on the boot received as well as the gain when you sell the asset with a basis that is too small.  I would expect it to be something like this:

40,000,000(basis in prop given up) + 30,000,000(boot received) - 30,000,000(gain recognized) = 40,000,000 basis in stock

While this ends up basically being a carryover basis this is not always the case as you take the lesser of value of boot received or gain realized.

The holding period depends on if you are transfering section 1231/capital assets.  If you are than the holding period is typically the holding period of the transfered asset.  If not than it begins at the date of transfer.  This would be true for the boot as well as the stock.

 



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icecold726
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Posted: 27 Nov 2009 at 12:50 | IP Logged  

THANKS!!
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