Tax Treatment of Distributions to Partnerships & Shareholders - CPA Regulation (REG)

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Question

Two individuals are planning to start a business and need advice on selecting the appropriate form of entity. Their long-term business plan contemplates receiving future in-kind property distributions. Which of the following is a pair of business entities each of which can make a distribution of appreciation property to its owners that would not be taxable to the business entity or to its owners?

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Answer

Property distributions by C corporations that are the result of earnings and profits are treated as taxable distributions to shareholders (as dividends), while distributions by S corporations may be taxable if the basis of the property is in excess of a shareholder’s basis or if the S corporation had undistributed prior C corporation earnings. Only in general partnerships, LLCs, or LLPs would a nonliquidating property distribution not be taxable.

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