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338(h)(10)

Technical topics regarding tax preparation.
#1
Eduardo  
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Midwest
Client is a C corporation commission based business. They are negotiating to purchase a similar business (S corp) using a 338(h)(10) transaction. They have the terms just about fixed (both parties want to get this done). Does the purchaser need to set up a new corporation to consummate the transaction, or can they use the C corp as the buyer? I'm reading some items that talk about setting up a new entity, but other say that's not required. Would rather just use the C corp as the buyer.
 

#2
sjrcpa  
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Maryland
The existing C Corp can be the buyer.
 

#3
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North Country, USA
You will have a consolidated Corporate group after the transaction ... consider filing a consolidated c Corp return
 

#4
Wiles  
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Bay Area – CA
S-Corp status terminates at closing due to C-Corp shareholder. If there is a reason this can be a problem, then the seller should do an F reorganization prior to sale.

https://www.thetaxadviser.com/issues/20 ... tions.html
 


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