Connect Assignment, Only four short questions

You are doing well on that tax team at a local public accounting firm and you are developing a great working relationship with your new client, Big Corporation.  You and the Controller have just had another conversation and thanks to your diligent work in the past, the Controller is now requesting your quick advice on four issues that deal with taxes.  You have already identified the four issues below and are now planning another meeting with the Controller to discuss those listed four issues identified below from 1 to 4.  For that upcoming meeting, please write in a paragraph or so for each item (i.e. 1, 2, 3 and 4) so you can be prepared to verbally discuss with the Controller each item.  There is no need for any references to tax laws and do not worry about grammar or spelling since this will be your notes only for the upcoming discussion and the Controller wants to understand the concepts the ideas presented.

Whether or not you are planning to be a tax person or even an accountant as business professionals, we will all do better in our careers if we can not only understand concepts, but have the ability to explain them to our clients so they can understand them!  It really helps when you render a bill to them for the work you did too!  And that is what the exam is all about.  So please enjoy this opportunity to show how you can demonstrate this to yourself more so than me as the instructor.

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As discussed above, please write a paragraph or so for each item to demonstrate that you understand the tax concept.

And here are the issues discussed with the Controller to be discussed at your next meeting for Big Corporation to help the Controller understand them.


  1. The Controller was approached by some business colleagues about doing a Section 351 transaction for the formation of a new separate corporation.  Big Corporation has a nice parcel of land that they bought for $10,000 but it is worth now $1,000,000.  Big Corporation does not want to just sell it because that would be an immediate recognized gain of $990,000 on their tax return.  But the Controller heard that if that land were contributed to the new corporation for stock in the new corporation worth $1,000,000, it would not be taxable.  Can a Section 351 transaction defer the taxable income if that property is contributed?
  2. The Controller remembered from tax classes that when distributions are made from a corporation to shareholders, it is important to know the Earnings and Profits (E&P) of the corporation.  People not familiar with tax always call these distribution dividends but the tax folks only call them dividends when it is taxable to the shareholders.  Why is knowing the E&P of a corporation important?
  3. The Controller took a good look at the organizational structure of Big Corporation and found that Big Corporation formed a partnership with another corporation in the past.  The Controller never knew about this partnership but did find the partnership agreement!  In the partnership agreement there was a discussion that the partnership was structured to be a flow-through entity.  Why is a partnership called a flow-through entity?
  4. The Controller heard about but did not find any indication in the organizational structure of Big Corporation owning a S Corporation that is also supposed to be a flow-through entity.  The Controller heard that a C corporation (which Big Corporation is as a regular corporation) is not allowed to own stock in a S corporation.  Who can own stock in a S corporation?


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