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Abstract

In late 2012, we examined three possible options for dealing with a C corporation that had outlived its usefulness.1 That article discussed the possibilities of corporate liquidation,2 a type D, divisive corporate reorganization3 and an entity sale of the C corporation. Each of those options has drawbacks – a corporate liquidation, under current corporate tax law, triggers a relatively heavy tax liability, especially at the corporate level, with all gains essentially treated as ordinary income; a corporate reorganization sidesteps that problem but still leaves the shareholders in a corporation, albeit it is usually their own corporation; and an entity sale typically endures a discounted selling price and could fall under the “applicable asset acquisition” rule that requires that the sale be deemed a sale of individual assets, not a sale of the entity. Another possible option is a corporate stock redemption for the interest of a deceased shareholder or any other shareholder. That option is discussed in this article.

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