CHAPTER 2

The Purchase and Sale of an Incorporated Business

This chapter addresses the tax issues in acquiring an incorporated business operating as a C corporation that is not a subsidiary of another corporation. The special issues associated with purchasing and selling an S corporation are discussed in Chapter 3, whereas issues associated with purchasing a subsidiary from its corporate parent are discussed in Chapter 4.

The major difference between the purchase of a C corporation and the purchase of the assets of an unincorporated business is that the corporate acquisition brings with it the system of double taxation that does not apply to the unincorporated business. The ramifications of double taxation apply to the corporation’s built-in ...

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