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Reorganization of corporation as a Massachusetts business trust with...

Travis Texas Reorganization of corporation as a Massachusetts business trust with plan of reorganization

Name: Travis Texas Reorganization of corporation as a Massachusetts business trust with plan of reorganization
Brand: US Legal Forms
Rating: 4.82 (322 reviews)

Category:

Corporations - Public - Restructuring

State:

Multi-State

County:

Travis

Control #:

US-CC-7-677A

Format:

Instant download

Description

This sample form, a detailed Reorganization of Corporation as a Massachusetts Business Trust w/Plan of Reorganization document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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FAQ

A type A Reorganization is a tax-free merger or consolidation. Generally, in a merger, one corporation (the acquiring corporation) acquires the assets and assumes the liabilities of another corporation (the target corporation) in exchange for its stock.

F reorganization defined. Sec. 368(a)(1)(F) provides that an F reorganization is a mere change in identity, form, or place of organization of one corporation, however effected. Although the definition of an F reorganization seems short and simple, it does leave ambiguity as to the specific requirements.

An F reorganization is very useful when the Target selling corporation has a business or tax reason to implement a disregarded entity, but there are impediments to forming a SMLLC. Businesses encounter various issues when forming a DRE, including: Obtaining legal consent. Incurring transfer taxes.

Conclusion. F reorganizations allow buyers in M & A transactions to obtain a step-up in the tax basis of the target's assets without being reliant on the target maintaining its S corporation status, as required for Section 338(h)(10) election purposes. They also simplify transferring titles, licenses, etc.

An F reorganization is a type of tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F), which includes a mere change in identity or form of one corporation. F reorganizations are typically used to effectuate a tax-free shift of a single operating company.

A company might also undergo an F reorganization, convert from an S corporation to a single member LLC, and then contribute the single member LLC interest to a new C corporation.

Internal Revenue Code (IRC) Section 368 allows merger and acquisition transactions to qualify as a reorganization when an acquiring corporation gives a substantial amount of its own stock as consideration to the acquired (or target) corporation.

While F reorganizations can also be used with C corporations, an F reorganization is particularly well suited for a variety of transactions involving S corporations. All section references herein, other than to Regulations, are to the Internal Revenue Code of 1986, as amended. Reg. § 1.368-2(m)(1).

The Treasury regulations set forth six requirements for a reorganization to qualify as a tax-free reorganization. Resulting Corporation stock distributed in exchange for Transferor Corporation stock.Identity of stock ownership.Prior assets or attributes of Resulting Corporation.Liquidation of Transferor Corporation.

More info

Fundamental changes in reorganization proceedings. Doing Business in Massachusetts.Guide to U.S. and Massachusetts Law for Non-U. In a corporate trust is entitled to a step-up in basis when shares pass from a decedent. See "Summary—Corporate Reorganization" for more detail regarding these transactions.

Note to the OCC Code of Regulations (OCCUR) [15-10-102 (PDF) (6 pages)). The following is part of §1010.17 of the Internal Revenue Code of 1986. §1010.17 Transfer of property to beneficiaries; exceptions. (a) General. A transfer of property made from a corporation is not a reorganization. A transfer of property by operation of law is a reorganization. The term transfer, in general, has the meaning stated in §3551 of this chapter (section 851(a)(4) of that chapter). A transfer of property by operation of law made in conjunction with a reorganization is a change in the ownership and control of the property. The term distribution of property by a person to more than one person who is a beneficiary under a plan that provides benefits that are not subject to federal income or payroll taxes is not a part of a reorganization.

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Travis Texas Reorganization of corporation as a Massachusetts business trust with plan of reorganization

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FAQ

What is an A reorganization?

What is a section 368 A 1 F reorganization?

When to use an f Reorganization?

What is the benefit of an F reorg?

What is a Type F reorganization?

Can an LLC do an F reorganization?

What is a 368 a reorganization?

Can a C corp do an F reorg?

What are the requirements for an F reorganization?

What is a type f Reorganization?

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