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Zhao incorporated her sole proprietorship by transferring inventory, a building, and land to the corporation in return for 100 percent of the corporation's stock. The property transferred to the corporation had the following fair market values and tax-adjusted bases. Zhao incorporated her sole proprietorship by transferring inventory, a building, and land to the corporation in return for 100 percent of the corporation's stock. The property transferred to the corporation had the following fair market values and tax-adjusted bases.    The corporation also assumed a mortgage of $50,000 attached to the building and land. The fair market value of the corporation's stock received in the exchange was $330,000. The transaction met the requirements to be tax-deferred under §351. a. What amount of gain or loss does Zhao realize on the transfer of the property to her corporation? b. What amount of gain or loss does Zhao recognize on the transfer of the property to her corporation? c. What is the corporation's adjusted basis in each of the assets received in the exchange? The corporation also assumed a mortgage of $50,000 attached to the building and land. The fair market value of the corporation's stock received in the exchange was $330,000. The transaction met the requirements to be tax-deferred under §351. a. What amount of gain or loss does Zhao realize on the transfer of the property to her corporation? b. What amount of gain or loss does Zhao recognize on the transfer of the property to her corporation? c. What is the corporation's adjusted basis in each of the assets received in the exchange?

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a.$70,000 gain
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The shareholders in the target corporation always receive a tax basis in the stock received from the acquirer equal to the stock's fair market value.

A) True
B) False

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Han transferred land to his solely owned corporation in a §351 transaction. Han had held the land for two years prior to the transfer and recognized no gain on the transfer. The corporation will tack Han's holding period for the land.

A) True
B) False

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Which of the following statements does not describe a requirement that must be met in a tax-deferred reverse triangular merger?


A) The 40 percent continuity of interest test must be met with respect to the stock transferred from the acquisition corporation to the target corporation shareholders.
B) The target must hold substantially all of the target corporation's properties and the properties of the acquisition subsidiary after the merger.
C) The continuity of business enterprise test must be met with respect to the target corporation.
D) The target corporation shareholders must receive voting stock in the acquiring corporation.

E) A) and D)
F) None of the above

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Ashley transfers property with a tax basis of $8,240 and a fair market value of $4,840 to a corporation in exchange for stock with a fair market value of $3,400 and $525 in cash in a transaction that qualifies for deferral under section 351. The corporation assumed a liability of $915 on the property transferred. What is Ashley's tax basis in the stock received in the exchange?


A) $8,240
B) $6,800
C) $4,840
D) $3,400

E) None of the above
F) All of the above

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Which of the following statements best describes the tax law approach to recognizing gain or loss realized in an exchange?


A) Gain or loss realized is not recognized unless specifically stated otherwise in the Internal Revenue Code.
B) Gain or loss realized is recognized unless specifically stated otherwise in the Internal Revenue Code.
C) Gain realized is recognized unless specifically stated otherwise in the Internal Revenue Code, but loss realized is not recognized unless specifically stated otherwise in the Internal Revenue Code.
D) Loss realized is recognized unless specifically stated otherwise in the Internal Revenue Code, but gain realized is not recognized unless specifically stated otherwise in the Internal Revenue Code.

E) B) and C)
F) A) and D)

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Jasmine transferred 100 percent of her stock in Emerald Company to Jade Corporation in a Type A merger. In exchange she received stock in Jade with a fair market value of $957,500 plus $1,262,500 in cash. Jasmine's tax basis in the Emerald stock was $1,113,500. What amount of gain does Jasmine recognize in the exchange and what is her basis in the Jade stock she receives?

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${{[a(4)]:#,###}} gain recognized and a ...

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Sue transferred 100 percent of her stock in Oakland Company to Applegate Corporation in a Type A merger. In exchange she received stock in Applegate with a fair market value of $800,000 plus $400,000 in cash. Sue's tax basis in the Oakland stock was $1,500,000. What amount of gain or loss does Sue recognize in the exchange and what is her basis in the Applegate stock she receives?

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No loss recognized. Her basis in the App...

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Which of the following statements best describes the "built-in loss" rules that apply to property transferred to a corporation under §351?


A) If the basis of a property transferred to a corporation under §351 exceeds its fair market value, the corporation will always take a tax basis in the property equal to the property's fair market value.
B) If the basis of a property transferred to a corporation under §351 exceeds its fair market value, the corporation will always take a tax basis in the property equal to the property's tax basis in the hands of the shareholder.
C) If the aggregate basis of all property transferred to a corporation under §351 exceeds its aggregate fair market value, the aggregate tax basis of the property in the hands of the corporation cannot exceed the aggregate fair market value of the property.
D) If the aggregate basis of all property transferred to a corporation under §351 exceeds its aggregate fair market value, the aggregate tax basis of the property in the hands of the corporation cannot exceed the aggregate tax basis of the property.

E) B) and C)
F) A) and B)

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A §338 transaction is a stock acquisition elected to be treated as an asset acquisition.

A) True
B) False

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Celeste transferred 100 percent of her stock in Supply Chain Company to Marketing Corporation in a Type A merger. In exchange, she received stock in Marketing with a fair market value of $500,000 plus $500,000 in cash. Celeste's tax basis in the Supply Chain stock was $1,200,000. What amount of loss does Celeste recognize in the exchange and what is her basis in the Marketing stock she receives?


A) $200,000 loss recognized and a basis in Marketing stock of $1,200,000
B) No loss recognized and a basis in Marketing stock of $1,200,000
C) $200,000 loss recognized and a basis in Marketing stock of $700,000
D) No loss recognized and a basis in Marketing stock of $700,000

E) A) and B)
F) All of the above

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Amy transfers property with a tax basis of $1,590 and a fair market value of $1,080 to a corporation in exchange for stock with a fair market value of $605 in a transaction that qualifies for deferral under section 351. The corporation assumed a liability of $475 on the property transferred. What is Amy's tax basis in the stock received in the exchange?


A) $1,590
B) $1,115
C) $1,015
D) $605

E) A) and C)
F) B) and D)

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Phillip incorporated his sole proprietorship by transferring inventory, a building, and land to the corporation in return for 100 percent of the corporation's stock. The property transferred to the corporation had the following fair market values and tax-adjusted bases. Phillip incorporated his sole proprietorship by transferring inventory, a building, and land to the corporation in return for 100 percent of the corporation's stock. The property transferred to the corporation had the following fair market values and tax-adjusted bases.    The fair market value of the corporation's stock received in the exchange was $458,250. The transaction met the requirements to be tax-deferred under §351. a. What amount of net gain or loss does Phillip realize on the transfer of the property to his corporation? b. What amount of gain or loss does Phillip recognize on the transfer of the property to his corporation? c. What is the corporation's adjusted basis in each of the assets received in the exchange? The fair market value of the corporation's stock received in the exchange was $458,250. The transaction met the requirements to be tax-deferred under §351. a. What amount of net gain or loss does Phillip realize on the transfer of the property to his corporation? b. What amount of gain or loss does Phillip recognize on the transfer of the property to his corporation? c. What is the corporation's adjusted basis in each of the assets received in the exchange?

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a.
Net ${{[a(10)]:#,###}} loss
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Which of the following statements best describes the tax results to a shareholder in a §351 transaction when liabilities on property transferred to the corporation are assumed by the corporation?


A) Liabilities assumed by a corporation on a §351 transfer are always treated as boot.
B) Liabilities assumed by a corporation on a §351 transfer are never treated as boot.
C) Liabilities assumed by a corporation on a §351 transfer are treated as boot if the total liabilities assumed exceed the total basis of the assets transferred.
D) Liabilities assumed by a corporation on a §351 transfer are treated as boot if there is no business purpose for the assumption of the liabilities by the corporation.

E) B) and C)
F) A) and D)

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Gary and Laura decided to liquidate their jointly owned corporation, Amelia, Incorporated. After liquidating its remaining inventory and paying off its remaining liabilities, Amelia had the following tax accounting balance sheet. Gary and Laura decided to liquidate their jointly owned corporation, Amelia, Incorporated. After liquidating its remaining inventory and paying off its remaining liabilities, Amelia had the following tax accounting balance sheet.    Under the terms of the agreement, Gary will receive the $100,000 cash in exchange for his interest in Amelia. Gary's tax basis in his Amelia stock is $30,000. Laura will receive the building and land in exchange for her interest in Amelia. Laura's tax basis in her Amelia stock is $60,000. What amount of gain or loss does Gary recognize in the complete liquidation? Under the terms of the agreement, Gary will receive the $100,000 cash in exchange for his interest in Amelia. Gary's tax basis in his Amelia stock is $30,000. Laura will receive the building and land in exchange for her interest in Amelia. Laura's tax basis in her Amelia stock is $60,000. What amount of gain or loss does Gary recognize in the complete liquidation?

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Gary recognizes gain of $70,000 on the t...

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Robin transferred her 60 percent interest to Cardinal Company as part of a complete liquidation of the company. In the exchange, she received land with a fair market value of $965,000. Robin's basis in the Cardinal stock was $987,500. The land had a basis to Cardinal Company of $1,245,000. What amount of loss does Cardinal recognize in the exchange and what is Robin's basis in the land she receives? The distribution was non-pro rata to Robin, a related person.


A) $280,000 loss recognized by Cardinal and a basis in the land of $1,245,000 to Robin
B) $280,000 loss recognized by Cardinal and a basis in the land of $965,000 to Robin
C) No loss recognized by Cardinal and a basis in the land of $1,245,000 to Robin
D) No loss recognized by Cardinal and a basis in the land of $965,000 to Robin

E) A) and C)
F) A) and B)

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Which of the following amounts is not included in the computation of a property's adjusted basis in an exchange?


A) Selling expenses incurred by the buyer
B) Acquisition cost of the buyer
C) Capital improvements made to the property by the buyer
D) Depreciation of the property by the buyer

E) A) and B)
F) A) and C)

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Casey transfers property with a tax basis of $2,500 and a fair market value of $6,900 to a corporation in exchange for stock with a fair market value of $5,300 and $700 in cash in a transaction that qualifies for deferral under section 351. The corporation assumed a liability of $900 on the property transferred. Casey also incurred selling expenses of $316. What is the amount realized by Casey in the exchange?


A) $6,900
B) $6,584
C) $6,484
D) $5,784

E) B) and C)
F) C) and D)

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Which of the following principles does not need to be satisfied for an acquisition to be a tax-deferred reorganization?


A) Continuity of interest
B) Continuity of purpose
C) Business purpose
D) Continuity of business enterprise

E) A) and C)
F) A) and B)

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Amy transfers property with a tax basis of $900 and a fair market value of $600 to a corporation in exchange for stock with a fair market value of $450 in a transaction that qualifies for deferral under section 351. The corporation assumed a liability of $150 on the property transferred. What is Amy's tax basis in the stock received in the exchange?


A) $900
B) $750
C) $650
D) $450

E) B) and D)
F) All of the above

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