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Just have to have a actuality Test on the right treatment method of a transaction. My customer is the vast majority owner in 4 entities (C-Corps) that agreed to contributed belongings and liabilities to a brand new C-Corp (NewCo). A few of the entities had liabilities in surplus of assets. However, in accordance with § 351 and § 357, we dealt with this as tax free of charge exchange and didn't report any get because the four entities been given no cash proceeds and retained both Management and retained Principal liability on the transferred liabilities. I just bought a contact within the NewCo CPA declaring they have been about to report a phase up in foundation to FMV around the NewCo tax return and was questioning why we did not report a achieve.
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