Details of Patterns of Reorganization
Details of Patterns of Reorganization
• “A” Reorganization
• “B” Reorganization
• “C” Reorganization
• “D” Reorganization
• “E” Reorganization
• “F” Reorganization
• “G” Reorganization
“A” Reorganization
Type “A” Reorganization consists of
• Merger
• Consolidation
Both involve the acquisition of one company’s assets by another.
Merger
Explanation:
• Target transfers its assets and liabilities to Acquiring in exchange for part of Acquiring Corporation’s stock.
• Target exchanges the Acquiring stock received for all of its shareholders’ Target stock, and Target dissolves.
• After the reorganization, Target Corporation no longer exists and Target shareholders are now shareholders of Acquiring Corporation.
Consolidation
Explanation:
• T1 and T2 transfer their assets to C in exchange for C’s stock.
• T1 and T2 exchange the C stock received for the T1 and T2 stock held by their shareholders, and then TI and T2 dissolve.
• After the reorganization, T1 and T2 no longer exist, and the T1 and T2 shareholders are now shareholders of C Corporation.
Conclusion
The end result of an “A” reorganization, merger or consolidation, is one surviving corporation. It may be undesirable where management of the acquiring corporation does not want to combine the assets of its corporation with those of the target.
A possible solution would be for the acquiring corporation to create a new subsidiary and transfer the assets of the target company to the newly formed (or existing) subsidiary in a nontaxable § 3 5 1 exchange.
Return to Corporate Tax Planning
To receive our free newsletter, contact us here.
Subscribe our YouTube Channel for more updates.
Alan Olsen, is the Host of the American Dreams Show and the Managing Partner of GROCO.com. GROCO is a premier family office and tax advisory firm located in the San Francisco Bay area serving clients all over the world.
Alan L. Olsen, CPA, Wikipedia Bio
GROCO.com is a proud sponsor of The American Dreams Show.
The American Dreams show was the brainchild of Alan Olsen, CPA, MBA. It was originally created to fill a specific need; often inexperienced entrepreneurs lacked basic information about raising capital and how to successfully start a business.
Alan sincerely wanted to respond to the many requests from aspiring entrepreneurs asking for the information and introductions they needed. But he had to find a way to help in which his venture capital clients and friends would not mind.
The American Dreams show became the solution, first as a radio show and now with YouTube videos as well. Always respectful of interview guest’s time, he’s able to give access to individuals information and inspiration previously inaccessible to the first-time entrepreneurs who need it most.
They can listen to venture capitalists and successful business people explain first-hand, how they got to where they are, how to start a company, how to overcome challenges, how they see the future evolving, opportunities, work-life balance and so much more..
American Dreams discusses many topics from some of the world’s most successful individuals about their secrets to life’s success. Topics from guest have included:
Creating purpose in life / Building a foundation for their life / Solving problems / Finding fulfillment through philanthropy and service / Becoming self-reliant / Enhancing effective leadership / Balancing family and work…
MyPaths.com (Also sponsored by GROCO) provides free access to content and world-class entrepreneurs, influencers and thought leaders’ personal success stories. To help you find your path in life to true, sustainable success & happiness. It’s mission statement:
In an increasingly complex and difficult world, we hope to help you find your personal path in life and build a strong foundation by learning how others found success and happiness. True and sustainable success and happiness are different for each one of us but possible, often despite significant challenges.
Our mission at MyPaths.com is to provide resources and firsthand accounts of how others found their paths in life, so you can do the same.
How to Network
How to Network I often speak to groups about employees becoming entrepreneurs. Part of this transformation is increasing revenue by bringing in new clients. One question about finding new clients always comes up; “How do I network?” These employees sincerely want to network, they just don’t know how. In an attempt to give a worthwhile…
Basics of Forming a Corporation
Basics of Forming a Corporation If you have decided that the limited liability and the tax structure of a corporation are right for your business, the next step is actually forming the corporation. The law of the state in which you incorporate will dictate exactly what you need to do, but the steps are basically…
5 Rules of Building Successful Connections
5 Rules of Building Successful Connections Author: Will Corrente Updated: 6/10/2013 For me, connecting with people and connecting with entrepreneurs is one of the most enjoyable aspects of business and entrepreneurship. As a “Connection Optimizer”, I love brainstorming, making introductions, and pointing out potential synergies between friends, colleagues and fellow entrepreneurs. Like all social…
How To Become Employed With 9.8% Unemployment
How To Become Employed With 9.8% Unemployment 9.8% unemployment is the national average. For many states, it is even higher than 9.8%. I live in California and the number has hit double digits. This is true for many other states as well. Regardless of the rate, anyone actively in a job search knows these are…