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Forward Triangular Merger

Forward Triangular Merger

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Table of Contents1 Common Use for a Forward Triangular Merger2 Where Forward Triangular Mergers are Prevalent3 Three Critical Things to Remember in a Forward Triangular Reorganization4 Key Takeaways As discussed previously in other articles, reorganizations can provide a way to restructure business entities or acquire others without experiencing high tax costs. In other words, reorganizations offer ways […]

Non-Recourse Liability and Debt

Non-Recourse Liability and Debt

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Table of Contents1 Advantages of Taking on Debt with Non-Recourse Liability2 Concerns when Obtaining Property Subject to Non-Recourse Debt3 Key Takeaways4 Special Considerations Advantages of Taking on Debt with Non-Recourse Liability Non-recourse debt means that if the debtor defaults, the creditor cannot pursue the debtor personally. Instead, the creditor must seek recovery from the collateral […]

Important Information About B Reorganizations

Important Information About B Reorganizations

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Table of Contents1 What are Reorganizations?2 What Are B Reorganizations?3 What Are The Control Requirements For B Reorganizations?4 What Type of Consideration May Be Used In B Reorganizations?5 Can B Reorganizations Occur Over a Series of Transactions?6 Will There Still Be Minority Shareholders?7 Key Takeaways8 Conclusion What are Reorganizations? A reorganization allows a company to […]

What is FIRPTA Withholding

What is FIRPTA Withholding?

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Table of Contents1 What is FIRPTA?2 What is the rate of withholding?3 Are there exceptions to FIRPTA Withholding requirements?4 What are the requirements for the Substantial Presence Test?4.1 Example: FIRPTA, which stands for the Foreign Invest Real Property Tax Act, authorizes the United States government to tax foreign persons on the disposition of real property. […]

Do You Know About IRC 368 Tax-Free Reorganization

Do You Know About IRC 368 Tax-Free Reorganization?

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Table of Contents0.1 IRC Tax-Free Reorganization1 What Are The Types Of Reorganization?1.1 Acquisitive Reorganization1.2 Divisive Reorganization1.3 Restructuring Reorganization1.4 Bankruptcy Reorganizations2 How Does An A Reorganization Work?2.1 What Are The Requirements Of An A Reorganization?2.2 Example3 Still Have Questions? Call Us IRC Tax-Free Reorganization Reorganization is a term used when a company changes its structure. A […]

Understanding the differences in a stock sale and asset sale.

Stock Sale and Asset Sale Positives and Negatives

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Table of Contents1 Two Options: Stock Sale and Asset Sale1.1 Stock sales1.2 Asset Sale1.3 Asset Purchase1.4 Asset Purchase Example1.5 Limitations to Asset Purchases Two Options: Stock Sale and Asset Sale When buying a company, you have two options: buy all its shares or just the company’s assets. If you’re looking to sell your company, you […]

What You Should Know About Dissolving Your LLC

What You Should Know About Dissolving An LLC

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Table of Contents1 How to Dissolve an LLC2 Why Should You Dissolve an LLC?2.1 Vote to Dissolve the LLC3 File Your Final Tax Return3.1 File the Proper Dissolution Forms3.2 Settle Outstanding Debts3.3 Distributing Assets4 Take Care of Your Employees5 Conduct Other Wind Down Processes6 Further Steps How to Dissolve an LLC When you start an […]

IRC Section §351 and Property Contributions

IRC Section §351 and Property Contributions

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Table of Contents1 Overview of IRC Section §351 and Contributing Property1.1 Features of IRC Section §351 1.2 Requirements in IRC Section §351 1.3 Requirements in IRC Section §368(c)1.4 Non-Recognition and IRC Section §3511.5 Liabilities and IRC Section §3511.6 In Summary Overview of IRC Section §351 and Contributing Property Are you considering establishing a corporation? Perhaps you have […]