Laws, Regulations & Annotations

Business Taxes Law Guide – Revision 2014
 

Sales and Use Tax Annotations


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O

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

Annotation 395.2161

(j) MERGERS AND REORGANIZATIONS

(2) Reorganizations

395.2161 Corporate Reorganization. Corporation A transferred its assets to Corporation B, and in turn B issued some of its preferred stock to A. The stock was held in trust pending the recall of outstanding Corporation A stock and the issuance of Corporation B stock for the A stock.

There are three separate and distinct steps in accomplishing the consolidation as A's officers have termed the transaction:

(1) Assets were exchanged for stock in an already existing corporation.

(2) Stock was exchanged for stock.

(3) A was dissolved.

The change in corporate names, etc., does not alter the above three basic and separate acts. The transaction is admittedly not a statutory merger. A's transfer of tangible personal property for stock in an existing corporation is a taxable sale within the meaning of the term as defined in the Sales and Use Tax Law. 2/15/67.