Case Study of Taxation in Corporate Liquidations

The tax treatment regarding the sale of substantially all the assets or of at least some of the most significant assets of a closely-held corporation, followed by the complete liquidation of the corporation and receipt by the shareholders of both the proceeds of the sale and other assets, is clear enough in the typical situation. Sections 336 and 337 of the Internal Revenue Code allow the corporation to obtain non-recognition treatment of any gain in its liquidation. Section 331 gives the shareholders exchange treatment on their receipt of the liquidating distributions, thus yielding capital gain treatment in the normal case. However, when the assets to be sold are those of a subsidiary corporation, and the parent has other assets in addition to its stock in the subsidiary corporation, the alternatives must be carefully explored if the shareholders of the closely-held parent corporation are to cash out their investment. The purpose of this case study is to explore those alternatives and through that exploration to highlight the principal themes in the statutory structure of §§ 331 through 337.