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In its ruling, the IRS stated that the distribution would have been made, in the same amounts, whether or not the partnership had converted into a corporation.

The Snag After the conversion, the corporation found that it could not raise the desired capital at an acceptable cost as long as its operations included a particular business unit.

It follows that the conversion of a corporation into a LLC is not treated as a liquidation of a corporation for purposes of determining the taxable income of a company and its equity holders.

Therefore, by restoring the status quo ante within a single taxable year, the transaction is not treated as an incorporation followed by a separate liquidation.

The IRS ruling observed that the LLC should be taxed as a partnership.

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This webinar will delve into a case study on the planning, tax calculations, property dispositions and dissolution filings required to liquidate an S corporation.

Advisers must have a comprehensive basis schedule for all shareholders.

Other special rules concern the distribution of installment receivables, debt instruments held by shareholders.

In the ruling, a partnership required access to “new capital and equity” for the purpose of making acquisitions in its expansion efforts.

Accordingly, a corporation was formed based on a “plan of conversion” that transformed a partnership to a corporation.

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