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Irs liquidating

Consider a case examined by the Internal Revenue Service last year that provides insight into a useful tool for companies that expect to liquidate assets.

The Snag After the conversion, the corporation found that it could not raise the desired capital at an acceptable cost as long as its operations included a particular business unit.

Accordingly, the corporation planned to engage in a “rescission transaction,” consisting of filing a “certificate of conversion” with the state to convert the corporation into a limited liability corporation (LLC).

The plan also assured that all affected parties would be restored to the relative economic positions they would have occupied had the conversion of partnership into corporation not occurred.

The IRS ruling observed that the LLC should be taxed as a partnership.

Further, while the corporation could first convert into a partnership and then into an LLC, it would incur greater expense than if the corporation converted directly into an LLC.

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