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Video of Excess Loss Account Section 1502 (U.S. Tax) in Tax Accounting course by Edspira channel, video No. 50 free certified online
When a parent corporation acquires a subsidiary corporation, the parent's basis in the subsidiary's stock is initially the acquisition price. Over time, the parent's basis in the subsidiary's stock may increase (when the subsidiary generates taxable income) or decrease (when the subsidiary incurs tax losses), but the parent's basis may never go below zero.
If the subsidiary continues to incur tax losses after the parent's basis has been reduced to zero, those losses are tracked in an excess loss account per Section 1502 of the tax code. If the parent later sells the subsidiary, the losses in the excess loss account will trigger a taxable gain.
For example, let's say Company A acquires Company B for $50 million. If Company B then posts a tax loss of $60 million, Company A's basis in Company B's stock will be reduced to zero and Company A will have $10,000 of losses in an excess loss account. If Company A then sells Company B for $25,000, Company A will have a taxable gain of $35,000 ($25,000 amount realized - $0 stock basis + $10,000 recovery of excess losses). —
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