PART 2 must be capitalized and added to the shareholder's basis in the stock 121 expenses connected with the acquisition of stock (e.g., appraisal fees) A currently conducts a computer software manufacturing business as a sole proprietorship. With the assistance of B, a wealthy investor, A plans to liabilities of her proprietorship and B will invest enough cash to give him a incorporate and then expand the business. A will contribute the assets and 49 percent interest in the corporation. After numerous appraisals, lengthy 14 TAXATION OF C CORPORATIONS PROBLEM negotiations and considerable expense, A and B have agreed that the nex worth of A's proprietorship is $510,000. B thus will contribute $490,000 cash for his 49 percent interest. To what extent do the following expenses incurred in connection with the incorporation constitute organizational expenditures that are either currently deductible or amortizable under Section 248: (a) $3,000 in fees paid by A for appraisals of her proprietorship for purposes of the negotiations with B. (b) Is there any difference in (a), above, if the appraisal fees are paid by the corporation? (C) Legal fees paid by the corporation for the following services: (i) drafting the articles of incorporation, by laws and minutes of the first meeting of directors and shareholders; (ii) preparation of deeds and bills of sale transferring A's assets to the corporation; (iii) application for a permit from the state commissioner of corporations to issue the stock and other legal research relating to exempting the stock from registration under federal securities laws; (iv) preparation of a request for a Section 351 ruling from the Internal Revenue Service; (v) drafting a buy-sell agreement providing for the repurchase of shares by the corporation in the event A or B dies or becomes incapacitated. (d) Same as (e), above, except the legal fees were all paid by A. PART 2 must be capitalized and added to the shareholder's basis in the stock 121 expenses connected with the acquisition of stock (e.g., appraisal fees) A currently conducts a computer software manufacturing business as a sole proprietorship. With the assistance of B, a wealthy investor, A plans to liabilities of her proprietorship and B will invest enough cash to give him a incorporate and then expand the business. A will contribute the assets and 49 percent interest in the corporation. After numerous appraisals, lengthy 14 TAXATION OF C CORPORATIONS PROBLEM negotiations and considerable expense, A and B have agreed that the nex worth of A's proprietorship is $510,000. B thus will contribute $490,000 cash for his 49 percent interest. To what extent do the following expenses incurred in connection with the incorporation constitute organizational expenditures that are either currently deductible or amortizable under Section 248: (a) $3,000 in fees paid by A for appraisals of her proprietorship for purposes of the negotiations with B. (b) Is there any difference in (a), above, if the appraisal fees are paid by the corporation? (C) Legal fees paid by the corporation for the following services: (i) drafting the articles of incorporation, by laws and minutes of the first meeting of directors and shareholders; (ii) preparation of deeds and bills of sale transferring A's assets to the corporation; (iii) application for a permit from the state commissioner of corporations to issue the stock and other legal research relating to exempting the stock from registration under federal securities laws; (iv) preparation of a request for a Section 351 ruling from the Internal Revenue Service; (v) drafting a buy-sell agreement providing for the repurchase of shares by the corporation in the event A or B dies or becomes incapacitated. (d) Same as (e), above, except the legal fees were all paid by A
