Tax consequences of liquidating a corporation

The reason: the entity’s brief stint as a corporation was, in the final analysis, disregarded for tax purposes.

Accordingly, the shareholders recognize gain on the liquidation, measured by the excess of the net value of the property received over the basis of the stock surrendered in the transaction.2 However, in a private letter ruling issued by the IRS late last year, both the corporation and the distributee shareholders were absolved of any tax consequences arising from the liquidation of the corporation.Statements are normally issued to shareholders listing the fair market value of all assets distributed.The company must file a Form 966, "Corporate Dissolution or Liquidation," with the IRS.A month later, the corporation made a distribution to its shareholders in their capacity as former partners.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.

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