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F4 Liabilities assumed are the same as paying cash S. Property taken from a corporation is treated as book-value sale 6. In property distributions, gain is recognized, but losses are not. 7. Stock dividends increase the basis of stock for the stockholder TS. Section 351 is elected by the shareholders C9. Section 351 is a tax-free transaction. T 10. Section 351 applies to corporations and partnerships T 11. Shareholders must keep track of their own stock basis T 12. Corporations must keep track of the stockholders' basis 13. Section 351 is mandatory if the requirements are met T14. "Boot" received in a corporate formation is always taxable. 1 15. Assumption of a liability by the forming corporation is considered to be boo" to the shareholder 16. Obtaining corporate stock for services is tax free. 17. C Corporations are flow-through entities. FIS. Tax free" transactions normally imply carryover basis 19. 20, Corporate reorganizations and acquisitions can be structured in Type A Acquisition are statutory mergers or consolidations. many ways 21 . Type B Reorganization are referred to as stock-for-stock acquisitions T22. Corporations can elect to make tax-free acquisitions a "deemed asset purchase" by making a Section acquisition can record the "deemed asset purchase" on the Parent's tax return by 338 election. making a Section 338(hX10) election 24. All tax free acquisitions and reorganization requires a continuity of interest ( set @ 40%). 25. All tax free acquisitions and reorganization requires a "continuity of business enterprise" Multiple Choice (5 points each)-Answer on bubble sheet 26. Section 351 requires the following I. Only "persons" IV. Exchanged for stock V. Exchanged for debt VI. Must be in control IL. Transfer of services III. Transfer of property II, IlI and V b. I,IV and VI. c. 11, IV and VI. d. 1, III, IV and VI. e. Combination not listed "Control" for Section 351 is: a. b. 75% ?. 80% d.100% e. None of the above. Section 1244 requirements include: 1. Individual I1. Initial capital contribution