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Muneer Hussein
06-10-2024
فيديو شرح Section 351 Transaction with the Transfer of Services (U.S. Corporate Tax) ضمن كورس محاسبة الضرائب شرح قناة Edspira، الفديو رقم 10 مجانى معتمد اونلاين
This video discusses Section 351 transactions when one of the transferors contributes services to the corporation. If a transferor only contributes services, he or she is not considered part of the control group for purposes of determining whether the control group has 80% of the voting stock and 80% of the nonvoting stock immediately after the transfer. In such a case, the person contributing services in exchange for corporate stock would be taxed on the fair value of the stock received for the services and would not be part of the control group; this might cause the other transferors to not qualify for nonrecognition of gain or loss under Section 351 if they do not meet the 80% threshold for determining control. One way around this is to have the transferor who is contributing services also contribute some property, although the property must be more than a "nominal" value (the IRS has determined this to be at least 10% of the fair market value of the stock received for services).
Regulation 1.351-1(a)(1)(ii) says: “Stock will not be treated as issued for property if it is issued for property which is of relatively small value in comparison to the value of the stock already owned (or to be received for services).” Thus, the value of the property being transferred must be at least 10% of the value of the stock being received for services (which is the same as the value of the services, which I will explain in the example below).
Example:
Joanne and Katherine decide to form Big Corporation.
Joanne contributes $90 cash for 90 shares of Big Corporation.
Katherine contributes $10 cash and $100 of services for 110 shares of Big Corporation.
The shares of Big Corporation are thus worth $1/share.
Katherine is receiving 110 shares in total, but 100 of those shares ($100 in value) pertain to the services she is providing and 10 of the shares ($10 in value) pertain to the property she is transferring.
Thus, the property Katherine is transferring is worth 10% of the value of the stock she is receiving for providing services ($100).
It would be equivalent for you to say that the property Katherine is transferring is worth 10% of the value of the services she is providing (because the value of the services is equal to the value of the stock being provided for those services).—
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