Laws, Regulations & Annotations

Business Taxes Law Guide – Revision 2014
 

Sales and Use Tax Annotations


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395.0000 OCCASIONAL SALES—SALE OF A BUSINESS—BUSINESS REORGANIZATION—Regulation 1595

Annotation 395.2156

(j) MERGERS AND REORGANIZATIONS

(1) Mergers

395.2156 Transfers of Business Assets in Exchange for Stock in an Existing Corporation. An individual transferred his business assets, including the name and goodwill of that business, to an existing (operating) corporation in exchange for shares in that existing corporation and an assumption of the individual's business liabilities. The transfer does not qualify as a nontaxable statutory merger. Instead, the transfer is a sale because the individual transferred tangible personal property for consideration, the stock and the assumption of liabilities. Tax is due measured by the value of the stock plus the amount of the assumed liabilities. 9/24/71.