NYC Government Publication
Redacted Letter Rulings - General Corporation Tax (GCT)
S corporation which underwent a federal tax exempt reorganization under IRC section 368(1)(a)(F) (an F Reorganization) should file its General Corporation Tax return for the entire tax year covering both the period before and after the F Reorganization. No short period returns should be filed. In the F Reorganization , the shareholders of the old subchapter S corporation contributed their shares in the old corporation to a new subchapter S corporation with the old subchapter S corporation becoming a qualified subchapter S subsidiary (a Q-Sub) of the new subchapter S corporation; the Q-Sub then merged into an LLC wholly owned by the new subchapter S corporation and disregarded for tax purposes, with that LLC being the surviving entity. Hence, before the F reorganization, the old subchapter S corporation owned its assets directly; after the F reorganization, the new subchapter S corporation wholly owned an LLC which in turn owned the old subchapter S corporation's assets. #15-4966 6/3/15
- Agency
- Subject
- Report type
- Memoranda - Directive
- Date published
- 2016-10-17