Laws, Regulations & Annotations
Business Taxes Law Guide – Revision 2013
Sales and Use Tax Annotations
395.0000 OCCASIONAL SALES—SALE OF A BUSINESS—BUSINESS REORGANIZATION—Regulation 1595
(i) TRANSFERS AND CONTRIBUTIONS TO NEW CORPORATION OR PARTNERSHIP
395.1920 Incorporation of Partnership. When a corporation has been formed from a partnership and the original partners' ownership interest in the tangible personal property of the business has been diluted to a 25 percent interest from their former 100 percent ownership, the transfer is not exempt as an occasional sale under section 6006.5(b). Where the assets, including goodwill, were transferred to the corporation in exchange for corporate stock and the assumption of partnership liabilities by the corporation, the measure of the tax is limited to the partnership liabilities assumed by the corporation. 8/28/64.