Liquidating distribution tax treatment


More limitations on accuracy are described at the GPO site.§ 1 - Tax imposed§ 21 - Expenses for household and dependent care services necessary for gainful employment§ 23 - Adoption expenses§ 25 - Interest on certain home mortgages§ 25A - Hope and Lifetime Learning credits§ 28 - Renumbered § 45C]§ 30 - Repealed. 2373]§ 467 - Certain payments for the use of property or services§ 468A - Special rules for nuclear decommissioning costs§ 468B - Special rules for designated settlement funds§ 469 - Passive activity losses and credits limited§ 471 - General rule for inventories§ 472 - Last-in, first-out inventories§ 475 - Mark to market accounting method for dealers in securities§ 481 - Adjustments required by changes in method of accounting§ 482 - Allocation of income and deductions among taxpayers§ 483 - Interest on certain deferred payments§ 493§ 504 - Status after organization ceases to qualify for exemption under section 501(c)(3) because of substantial lobbying or because of political activities§ 514 - Unrelated debt-financed income§ 527 - Political organizations§ 585 - Reserves for losses on loans of banks§ 597 - Treatment of transactions in which Federal financial assistance provided§ 642 - Special rules for credits and deductions§ 643 - Definitions applicable to subparts A, B, C, and D§ 645 - Certain revocable trusts treated as part of estate§ 663 - Special rules applicable to sections 661 and 662§ 664 - Charitable remainder trusts§ 672 - Definitions and rules§ 679 - Foreign trusts having one or more United States beneficiaries§ 701 - Partners, not partnership, subject to tax§ 702 - Income and credits of partner§ 703 - Partnership computations§ 704 - Partner’s distributive share§ 705 - Determination of basis of partner’s interest§ 706 - Taxable years of partner and partnership§ 707 - Transactions between partner and partnership§ 708 - Continuation of partnership§ 709 - Treatment of organization and syndication fees§ 721 - Nonrecognition of gain or loss on contribution§ 722 - Basis of contributing partner’s interest§ 723 - Basis of property contributed to partnership§ 724 - Character of gain or loss on contributed unrealized receivables, inventory items, and capital loss property§ 731 - Extent of recognition of gain or loss on distribution§ 732 - Basis of distributed property other than money§ 733 - Basis of distributee partner’s interest§ 734 - Adjustment to basis of undistributed partnership property where section 754 election or substantial basis reduction§ 735 - Character of gain or loss on disposition of distributed property§ 736 - Payments to a retiring partner or a deceased partner’s successor in interest§ 737 - Recognition of precontribution gain in case of certain distributions to contributing partner§ 741 - Recognition and character of gain or loss on sale or exchange§ 742 - Basis of transferee partner’s interest§ 743 - Special rules where section 754 election or substantial built-in loss§ 751 - Unrealized receivables and inventory items§ 752 - Treatment of certain liabilities§ 753 - Partner receiving income in respect of decedent§ 754 - Manner of electing optional adjustment to basis of partnership property§ 755 - Rules for allocation of basis§ 761 - Terms defined§ 809 - Repealed. A distribution is treated as in partial liquidation of a corporation if: An example of a distribution which will qualify as a partial liquidation under subparagraph (2) of this paragraph and section 346(a) is a distribution resulting from a genuine contraction of the corporate business such as the distribution of unused insurance proceeds recovered as a result of a fire which destroyed part of the business causing a cessation of a part of its activities. On the other hand, the distribution of funds attributable to a reserve for an expansion program which has been abandoned does not qualify as a partial liquidation within the meaning of section 346(a). Partnership Contribution of Property w/o Liabilities (Gain-Loss) C. Determining the Adjusted Basis of a Partners Interest B. Partnership Allocation of Losses Effects of General Liabilities F. Basis of a Partners Interest and Profit & Loss Allocations A. Partnership Allocation of Losses Basic Computations E.


This is a different type of distribution from regular return of capital payments that come from dividends paid in excess of accumulated earnings and profits of the corporation.

For partial liquidations (that meet IRS definitions), it is treated as a deemed redemption of stock (even though no shares are surrendered.) Each payment received is therefore a partial return of capital and a partial capital gain or loss.

The return of capital percentage is determined by dividing the distribution received per share by the market price of the stock before the distribution.

The tax treatment for a payment identified by the company as a "liquidation distribution" or "liquidating dividend" depends on whether it is a partial or complete liquidation.

A company may have sold all its assets and is dissolving (complete liquidation) or it may have sold a division or subsidiary and is distributing the net proceeds to shareholders (partial liquidation.)For complete liquidations (that meet IRS definitions), no gain is realized until all of your cost basis has been recovered.

Take this percentage times your adjusted cost basis to compute your return of capital. To be eligible for this special tax treatment, a partial liquidation must be paid to a non-corporate taxpayer, must not be essentially equivalent to a dividend, must be made pursuant to a plan of liquidation, and must be paid by the end of the next tax year after the plan is adopted.


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