 Hello, and welcome to this session. This is Professor Farhad, and this session we're going to keep looking at complete corporate liquidation or distribution, and specifically, we're going to focus on the related party loss limitation. This topic is covered in a corporate accounting course, the CPA exam regulation section. As always, I would like to remind you to connect with me on LinkedIn. YouTube is where you would need to subscribe. I have over 1500 plus accounting, auditing and tax lecture. If you want to make sure you subscribe, you stay up to date. I constantly update my channel. Also, if you like it, please click on like, share the videos, put them in playlists, let the world know about them. This is my Instagram account. This is my Facebook, and I do have a website on my website. If you'd like to support the channel, you do have that option, a complete liquidation work. Let's go through an example, just a simple example. When the company decided to go out of business, they put out a sign going out of business, and they're going to liquidate. Well, let's see. They're going to sell older non-cash assets. It means sell older inventory, everything that they have liquidate. Then they're going to pay off their debt. This is a simple version of it, but we're going through it, and anything remained goes to the shareholders. Any money remained goes to the shareholders. Now, the shareholders, they would look at their basis, and they would look how much they received. If they received more than the basis in their stock, they have a capital gain. If they receive less than the basis, they have a capital loss. So this is a simplified version of it. Well, let's keep it simple and just kind of look at additional scenarios, not additional scenarios. Let's look at the rules. Keep it simple. Corporations recognize gain slash loss on the distribution of a property and a complete liquidation if the property were, if the property were sold for its market value. Simply put, when you have a complete liquidation, when the company goes out of business, this is what we mean by complete liquidation, it's as if we have sold it, and if we sold it, we have a gain and we have a loss. That's the general rule. That's the general rule. Okay? If the property distributed is subject to a liability, what do we have to do? So let's assume we are granting a land, we are distributing a land, the land fair market value equal to $100,000. There's a loan or a mortgage against that land. That's $75,000. Now, is the land worth $100,000 or is it worth the loan? Well, in this situation, the land has a fair market value of $100,000. Let's assume the loan against that land is $100,000 and $35,000. Well, what's the fair market value of the land under the scenario? The fair market value of the land is $135,000. Because if you really want to own that land, you have to pay off the loan. To pay off the loan, you have to pay $135,000. Therefore, the fair market value is $35,000. Therefore, we say the fair market value in the deemed sale cannot be less than the amount of the liability. Okay, so if the liability is greater, it will be the liability because you will need to pay off the liability in order to own that land. Liquidation expenses incurred by a corporation are deductible as a trade or business expense. So you may incur some additional advertising, additional administrative, those are liquidating expenses. Expenses related to the sale of the property, which is kind of direct expense, like commission, legal cost or title transfer, they are deducted from the proceeds. Those are different. They are deducted from the proceeds. Why? Because we look at the proceeds minus the basis to give us gain slash loss. So here we deduct them from the proceeds. This is how it works. Okay, let's take a look at an example to start to make sense of all of this. As part of a complete liquidation, notice it's a complete liquidation. W distributes a shareholder land held as an investment for basis of 200,000 fair market value of 300. So 300 minus 200, we have a gain of 1,000. When there's a gain, it's not an issue. We always recognize the gain. And here we're assuming there is no liability against that land. Let's assume there's a liability of 250. What if there's a liability of 250, but the fair market value is 300,000? We would use the 300,000. Let's assume there's a liability of 350, not 250. Now it's 350. Now the liability is greater than the fair market value. Now we have to use the liability as the fair market value. Now the liability is the fair market value minus the basis of 200,000. We have a gain of 150. We have a gain of 150. Okay. Well, I'm going to ask you a rhetorical question. Do corporations like to recognize gains or do they like to recognize losses? Well, I hope you know the answer by now. For tax purposes, we always like losses. We always like to recognize losses. And what did we say? We say you can recognize gain or losses in a complete liquidation. So guess what? If we prefer losses, let's find some ways to incur those losses. Okay. So Homer Simpson is going out of business and Homer owns this building. Okay. What are we going to do? And Homer controlled the company. He has controlled ownership. So he makes all the decision. What if he buys this building for a dollar? What happened then? You tell me what happened if he buys the building for a dollar? Obviously, we're going to assume it's worth more than a dollar. Well, Homer will create a loss for the corporation. Whatever the basis are, its dollar is going to be less than a dollar. And Homer obtained that building for a dollar. So it's a win-win situation. Is this allowed? And I hope you see that's not allowed. Losses is not allowed between related parties. Related parties, if someone controls 50% plus, either direct or indirect. So if Marge Homer's wife owns the remainder, if it's more than 50%, then Homer is deemed to have owned it. So it doesn't work. Well, Homer is going to look for another way to save some money. What if Homer has some junks at his house? And rather than selling that junk as a personal property, and remember, personal property, if you sell it at a loss, you cannot adopt the loss. What if Homer contributed this property? What does that mean? It means he takes the property and he contributed the corporation. And this property, we said, has a built-in losses. It's a depreciated, unquote, depreciated asset. Well, what would happen then? Well, he would increase his equity relative to the minority interests and he would increase his equity. The corporation sells it eventually at a loss because it's already crappy stuff. Excuse my language. So it's a win-win situation. Can we do so? Well, corporate loss, not the gain, is this allowed on property that's considered disqualifying dividend, a disqualifying property. It means it's contributed by the shareholder in the past five years prior to the corporate liquidation. It's presumed to be tax avoidance tactic. So what they do, they go back and they look at those assets. There's an exception, but generally speaking, if you contribute an asset and there's a built-in loss and you sell it, you cannot take the loss. So this also does not work. Well, Homer's not gonna give up. Homer's gonna think about another way to try to save taxes. Homer's gonna try to create a new company. This is the new company to buy his old company. And what would he do next? He will distribute all the earnings and profit in form of dividend to the corporation. So the old one, the old corporation will distribute all the earnings and profit in terms of dividend. So the parent company will receive the dividend and the parent company will subtract 100% of it as dividend received deduction. Therefore, we don't pay any taxes. So we receive 100% dividend reduction. We did not pay taxes on this. Then we're gonna sell the remaining assets either at a gain or a loss to balance it out or even sell it to the parent company. And anything that we cannot sell, we cannot just transfer to the corporation. Good, we avoid taxes. Well, that's not gonna work. No gain or loss is recognized between a parent and a subsidiary. So basically, you cannot use that tactic. So all what happened here, if you created a subsidiary, the two companies merged. So in substance, it's the same company. In form, it looks like it's a new company. One company bought the other company, but in substance, it's the same. So simply put, when you have a parent subsidiary, there's no gain and there's no loss. Therefore, we're gonna come to the problem that we're gonna come to the issue and this is what Congress try to address. So Congress knew about all these tactics. Therefore, they have four exceptions about recognizing losses. Gains, you can always recognize gain. The first one, losses are not recognized on certain liquidating distribution to related party shareholders. So are the related party if you own 50% plus directly or indirect. Losses are not recognized on certain sales and liquidating distribution of property that was contributed to the corporation with the built-in loss shortly before the adoption of the plan of liquidation. Simply put, where there's a built-in loss, it means now you're gonna try to pass the loss to the corporation. That's not gonna work. That's not gonna work. And those two rules are called the anti-stuffing rule. Anti-stuffing. Rule number three, a subsidiary corporation does not recognize gain or loss on liquidating distribution to its parent company. So if you create a company and you merge them together, you cannot recognize gain or losses for that matter because it's the same corporation. And the fourth rule is a subsidiary corporation does not recognize losses on liquidating distribution to its minority shareholder. For point three and for point four, we're gonna have those in a separate recording. I'm gonna cover this rule, this session. I will cover this rule number two next session. So let's take a look at the related party loss limitation. This is part of the anti-stuffing rules. Restrictions are imposed on the ability of losses from the distribution to related parties. So if you have gains, good for you, okay? They will allow you. If the distribution is not prorata, now what is prorata distribution? It means you got more than what your ownership is. So you own 30% of the company, but they gave you 40% of the net asset. Well, you got more than what you, more than your share. This is not a prorata. Prorata, property distributed is disqualified, which is defined as property acquired by the liquidating corporation in a section 351. Hopefully you remember what section 351 or contribution to capital or you contributed to the capital during the five year ending on the date of the distribution, okay? Now the related party loss can even apply if the property was appreciated when it was transferred to the corporation. It means appreciate the fair value is greater than the basis. So when you contributed, the fair value was greater. And we'll look at an example to illustrate this. Let's start with a simple example just to see how this all fits together and start to put numbers on it. Bluebird Corporation stock is owned by Anna, A and S who are unrelated. A owns 80%. So A 80% and S obviously the remaining 20%. Bluebird has the following asset, none of which acquired in a section 351 or contribution to capital transaction. All are distributed in a complete liquidation. Oh, there we go. 600,000 of cash, which is fair value of 600,000 equipment with a loss of 50,000 because the fair value is lower. We have a loss and the building we have a gain of 200,000. Usually it's the opposite. Usually we have a gain on the building and I'm sorry. Equipment is a gain. I switched them because usually equipment is a loss. We have a gain and on the building we have a loss. The gain here is 50,000. The loss here is 200,000. All right. Now here's what happened. Assume that Bluebird distribute the equipment to S. So the equipment here went to S and the cash and the building to Anna. So this is Anna and Anna. Bluebird recognize again on the distribution of the equipment. Now the S got the equipment. S got the equipment. There's a gain. No problem. Nothing to discuss here. There's a gain where we recognize the gain. Now the question is Anna. Anna has got an asset with a loss. The loss on the building is this allowed because the property is distributed to a related party and the distribution is not pro rata because it's not 80 to 20. He got the whole thing. Therefore, the loss is not allowed. The loss is not allowed. Assume that Blue, let's erase all of this and change the scenario. Now assume that Bluebird distribute cash and equipment to Anna. So cash and equipment to Anna, which is 80% and the building, let's do a different color and the building to S. Bluebird would recognize the 50,000 gain. So notice the 50,000 gain that's distributed to Anna. There's a gain here of 50,000. That 50,000 is recognized because we always recognize the gain. The question is about the losses. However, here now the building we have a loss, now also the corporation can recognize the loss because S is a 20% owner. S is not a related party to the company. Therefore, S is a 20% owner. Therefore, we would recognize the gain and we would recognize the loss under those circumstances. Let's take a look at another example. W corporation stock is held equally by three brothers. Four years ago before the liquidation, the shareholder transferred only a property with a basis of 150, fair market value of 200,000 and a three section 351 transaction. Now, if you don't know what section 351, please go to the playlist and look at section 351. When the property was worth 100,000, it was distributed. So here's what happened. When we formed the corporation, the fair market value of the property was 200,000. The basis was 150. So we had the gain. So we don't have a loss in the property. We have a gain. Now, when we distribute the property, the property was worth 100,000 and the basis of it is 150. So when we distributed, we have a loss because this qualified property is involved and each brother owned directly and directly more than 50% either through them because each one of them owns technically 100% because they're related party. Run recognizes none of the $50,000 loss because they are related party. Therefore, the loss is not recognized. Although when we contributed the property, it was a gain, but since when we distributed, it was a loss. So although section 351 applies here and it's a gain, it doesn't really matter. We would still not recognize the loss. Let's change the scenario a little. Assume now that a fair market value is 100,000 at the time of the section 351 and 75,000 when it was distributed. So when section 351, the fair market value was 100,000. The basis is 150. Therefore, we had a loss built-in loss. This is what a built-in loss is. We contributed and already there's a loss in it. Now, when we distributed the fair market value was 75, now we're going to consider the basis 100,000. This is the basis because of rules, because of a rule called basis step-down rules. Therefore, we have a loss of 25,000. Again, this is the realized loss 25,000. However, because this distribution of disqualified property to related parties, none of the 25,000 is recognized. So none of the 25,000. So in both scenarios, the loss is not recognized. Although in the first example, it was all the built-in gain. It doesn't matter whether it's a built-in gain or a built-in loss from the get-go. It's disqualified property. Let's take a look at another example, maybe a couple more examples, just to kind of to make sure we get this down. Dove Corporation EMP is 800,000, has 1,000 shares of stocks outstanding. The shares are owned by Julia, Maxine's, which is her sister, and Jen and her daughter. So it's all related parties and 100 shares for the daughter. Dove Corporation owns a land with a basis of 300,000, fair market value of 260. That's purchased as an investment seven years ago. So it's outside more than five years ago. That's seven years ago. That matters. Now let's take a look at what we are being asked. Julia had a basis and Julia had a basis of 275 and the shares. What are the tax consequences for both Boe, Dove, the corporation and Julia of the distribution is a qualifying stock distribution. So this is not liquidating. It's qualifying. Well, the corporation, think about the corporation. The corporation, they have a basis of 300,000, fair market value of 260. In that situation, we have a loss of 40,000. This is since it's qualified, it's not liquidating. No recognition. No recognition. Okay, no recognition. Now, what about Julia? Julia, she received a fair market value of 260. She received 260 worth of, worth of, was it land? Land, 260, the fair market value of the land. Her basis is 275. So Julia, Julia has a loss of 15,000. Well, can Julia recognize this loss? Well, of course, well, let's talk about stock, a qualifying stock redemption. If that's the case, okay, it's not recognizable. Why? Because Julia is considered to be, to be still owner of the corporation. Technically, Julia, although she got out, she's still owner in the corporation through her sister and through her daughter. Therefore, the loss is not recognized. Okay, because it's a qualifying stock redemption. Now let's change the scenario and say, what if it was a liquidating distribution? If it's a liquidating distribution, the 40,000 would still be $40,000 loss for the corporation. Here it's not allowed because it's a related party loss. So the corporation cannot, cannot, cannot take the loss. What about Julia? Julia would still have $15,000 of a loss. Here Julia, here Julia will be able to take the loss. Why? Because it's a complete liquidation, complete liquidation and the property was granted, what, not granted the, yes, it was granted to the corporation, given to the corporation seven years ago. This is important. So it's over seven years ago, okay. And because that's the case, the loss will not apply because it's a complete liquidation, liquidation distribution, that they're getting out of business. It's a complete liquidation. Therefore, the loss under those circumstances would be allowed. In other words, the property is not a disqualifying property. It's not a disqualifying property. Hopefully this makes sense, okay. It's not a disqualifying property. Why? Because it's, it's over five year plus. Let's take a look at this other example. The stock of M corporation is owned by Arcana and NR, 60 to 40%, mother and daughter, pursuant to a plan of complete liquidation, M distribute land worth 575 with a basis of 100,000. The land was purchased by the corporation three years ago for 650. And it's distributed subject to a liability of 425. So we have the land. So let's see what we have the land. They have the land, fair market value of the land. Land is worth 575. There's a liability of 425. It doesn't really matter because 575 is more than 425. Therefore we're gonna go with 575. We have a basis. The land was purchased three years ago for 650. So the basis of this is 650. Guess what? We have a loss. This is the basis. There's a loss of 75,000 for the corporation. There's a loss of 75,000 for the corporation. Now the question becomes, can we take the loss? In other words, can we take the loss? Well, guess what? This distribution is to a related party, okay? Therefore we cannot take the loss and it is not pro rata distribution. Therefore we cannot take the loss. So the loss as far as the corporation is concerned, we cannot take the loss. Now we have to take a look at NR. NR is 40% and it's a complete liquidation. Remember this is A because it matters. It's a complete liquidation. So let's take a look. The basis and the stock is 100,000. And what is NR receiving? NR receiving a property that's worth, the property that's worth how much? The property is worth, it's worth 575. But remember here, or you have to remember here, we're given the property of 575. But remember the rules for capital gain, capital losses, we have to subtract the liability. So the net asset that we're given them, 575 minus 425 is 150. So what they're receiving is 150 worth of value, okay? Because if we're giving them a property that's worth 575, but there's a liability against that property, what difference does it make? If there's a liability is, you're not really giving me 575, you're giving me only 150 because I have to pay for the 425 because I cannot own it until I pay for it. Therefore what you're giving me is 150. Therefore NR is receiving 150 worth of value. So here in that situation, this is the fair market value of what NR receiving. And this is the basis of what NR receiving. All in all, we have a gain, okay? And we have a gain, we have a gain. And do we have any issues with gain? Absolutely not. But if we have a gain, gain is recognizable. What we worry about is if we have a loss, we have a gain. Therefore the gain for NR is 50,000. Now the question becomes, what is the basis for NR? Well, the basis for NR is 575. That's the basis in the property. Because for her to own the property fully, NR will have to pay 425. Once it pays 425, okay? Then the property will go up to 575. So it's the 150 plus 425. So the basis is for her is 575. And the next session we would look at complete liquidation and we would look at examples where we have explain, actually explain a little bit more the built-in loss scenario. If you have any questions, any comments, please email me. If you happen to visit my website for additional lectures, please consider donating. And if you're studying for your CPA exam, as always, study hard. It's worth it. Good luck and see you on the other side of success.