Chelsea Diggs TAX-655-X1450 Federal Income Tax of Corporation
3-1 Journal: Non-Liquidating and Liquidating Distributions
“Non-liquidating distributions are distributions of cash and/or property made by the entity to its owners, that do not result in the dissolution of the entity. At the entity level, there are
a variety of tax consequences that can occur when making a non-liquidating distribution.”
(MacDonald ILLIG Attornys, 2023)
Tax consequences can vary based upon the type of entity, non-
liquidating distributions have consequences on the treatment of dividends and capital gain/losses.
This consequence affects the shareholders on a reduction in stock basis. Taxes can be imposed due to dividends paid and capital gains. The corporations have taxes levied on ordinary income or their capital gains (Gain = Fair Market Value – Adjusted Basis). In the event of liquidating distributions, the company is exchanging shareholders’ stock in
exchange for full payment. This type of distribution is not taxable for the shareholders. The company is selling their assets for fair market value to the shareholders under section 301, this will have a corporate level tax consequence. When you have a cash liquidation distribution, if the
payments are greater than the amount that was invested it is classified as capital gains and are therefore subject to tax. When the amount received is less than the investment/ cost basis invested in the stock, capital loss may be reported, and a loss will contribute/ reduce the tax debt.
Works Cited
MacDonald ILLIG Attornys. (2023, October 09). MacDonald ILLIG Attornys
. Retrieved from MacDonald ILLIG Attornys: https://www.macdonaldillig.com/our-services/detail/liquidating-non-liquidating-
entity-distributions#:~:text=Depending%20on%20how%20the%20entity,a%20reduction%20in
%20stock%20basis.