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Internal Revenue Code section 351 permits shareholders of a corporation to defer recognition of a gain or loss on the transfer of assets to the corporation. The transfer of property may be made when a new corporation is formed or may reflect additional capital contributions to an existing corporation. Without Section 351, a sole proprietorship or a partnership would have difficulty adopting the corporate form of organization for legal and/or tax purposes because the transfer of appreciated property would constitute a taxable transaction in a recognized gain.
The deferral of gain or loss under Section 351 can be justified because the assets have merely been transferred to a corporation that is controlled by the transferors. Section 351 also prevents the recognition of losses on transfers of property that has declined in value.
Gains or losses are recognized if the following conditions are met:
Extracted from http://www.acatcredentials.org/