taxryland; Minnesota; New Jersey; New York; Tennessee; Virginia; Wisconsin state taxation, conformity with IRC; stock purchases as asset purchases, gain or loss, elections; reorganizations, controlled firm stock Transfer pricing and apportionment issues; For coverage of the conference at which this report was first presented, see State Tax Notes, May 31, 1999, p. 1804; 1999 STT 99-13 and 1999 STT 100-19; or Doc 1999-18396 (6 original pages) and Doc For the full text of the Tennessee Supreme Court’s ruling in Hutton v.
This paper was prepared for the Georgetown University Law Center’s Continuing Education Advanced State and Local Tax Institute, held May 20-21 in Washington. Internal Revenue Code section 351 provides that no gain or loss is recognized for federal income tax purposes if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such persons are in control (at least 80 percent of the voting stock and of the total number of all other classes of B.The nonrecognition provisions of IRC section 351 apply regardless of whether the corporation is newly created or is an C.States generally adopt, either explicitly or implicitly, the nonrecognition provisions of IRC section 351 for income D.Although gain or loss may not be recognized for federal and state income tax purposes, the transfer of property may be subject to sales or use tax if the transfer is not properly structured. In many states, an exemption from sales and use tax only applies to transfers to a newly formed corporation. If the transfer occurs at a later time, tax will be due unless another exemption (such as sale for resale) applies. 1.In New York, for example, only the transfer to a corporation “upon its organization in consideration for the issuance of its stock” is excluded from tax.
