Generally, in a direct distribution of assets to the shareholders that results in a complete corporate liquidation:

a. There is no taxable event.

b. The corporation recognizes no gain or loss because it transfers the assets to the shareholders at the corporation's basis immediately before the distribution.

c. The shareholders recognize dividend income in the amount of the fair market value of property received.

d. The shareholders recognize gain or loss to the extent the fair market value of the distributed assets differs from the adjusted basis of the stock.