The IRS has concluded in field attorney advice (FAA 20124601F)
that two corporations formed immediately prior to an asset sale
were ignored for U.S. federal income tax purposes.
The field attorney advice addressed a corporation (the taxpayer)
that owned a controlled foreign corporation (CFC) and a subsidiary
(Sub 1). The taxpayer entered into an agreement to sell most of its
property to an unrelated corporation (the buyer), including a
certain property held by CFC (Property A). The taxpayer desired to
receive proceeds from Property A outside the CFC's country, and
the buyer desired to hold such property in a corporation formed in
a different country than CFC's.
Prior to such asset sale, the taxpayer restructured as follows
CFC formed a new corporation (Newco 1) by contributing Property
A in exchange for Newco 1 shares.
The taxpayer's owner (the owner) formed a new corporation
(Newco 2) on behalf of the taxpayer and transferred all of the
stock of Newco 2 to Sub 1 in exchange for consideration.
CFC then transferred the stock of Newco 1 to Newco 2 in
exchange for the retirement of certain intercompany debt owed by
CFC that was transferred to Newco 1 by the taxpayer.
After the restructuring, Sub 1 sold its Newco 2 stock to the
The IRS concluded that CFC sold Property A to the buyer in
substance and disregarded Newco 2 and Newco 1, citing Rev. Rul.
70-140 and Comm'r v. Court Holding Company (324 U.S.
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The favoured tax status of foreigners planning not to stay in the UK on a long term basis (so called 'non-doms') became a hot topic in the run up to the UK General Election in May 2015, and one of George Osborne's early acts as Chancellor was to announce changes to the regime.
Many are aware that the principal income tax consequences of
expatriation are usually immediate – under the
‘mark-to-market' regime, a ‘covered
expatriate' is generally deemed to sell all of his property,
regardless of its location, on the day before he ceases to be
taxable as a US resident.
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