Both the corporation and any person involved in a Section 351 transfer must attach a statement to their income tax returns.
"SECTION 1.351-3. RECORDS TO BE KEPT AND INFORMATION TO BE FILED. (a) Every person who received the stock or securities of a controlledcorporation, or other property as part of the consideration, in exchangefor property under section 351, shall file with his income tax return forthe taxable year in which the exchange is consummated a complete statementof all facts pertinent to such exchange, including--(1) A description of the property transferred, or of his interest insuch property, together with a statement of the cost or other basisthereof, adjusted to the date of transfer.(2) With respect to stock of the controlled corporation received inthe exchange, a statement of--(i) The kind of stock and preferences, if any;(ii) The number of shares of each class received; and(iii) The fair market value per share of each class at the dateof the exchange.(3) With respect to securities of the controlled corporation receivedin the exchange, a statement of--(i) The principal amount and terms; and(ii) The fair market value at the date of exchange.(4) The amount of money received, if any.(5) With respect to other property received--(i) A complete description of each separate item;(ii) The fair market value of each separate item at the date ofexchanges; and(iii) In the case of a corporate shareholder, the adjusted basisof the other property in the hands of the controlled corporationimmediately before the distribution of such other property tothe corporate shareholder in connection with the exchange.
(6) With respect to liabilities of the transferors assumed by thecontrolled corporation, a statement of--(i) The nature of the liabilities;(ii) When and under what circumstances created;(iii) The corporate business reason for assumption by thecontrolled corporation; and(iv) Whether such assumption eliminates the transferor's primaryliability.(b) Every such controlled corporation shall file with its income taxreturn for the taxable year in which the exchange is consummated--(1) A complete description of all the property received from thetransferors.(2) A statement of the cost or other basis thereof in the hands ofthe transferors adjusted to the date of transfer.(3) The following information with respect to the capital stock ofthe controlled corporation--(i) The total issued and outstanding capital stock immediatelyprior to and immediately after the exchange, with a completedescription of each class of stock;(ii) The classes of stock and number of shares issued to eachtransferor in the exchange, and the number of shares of eachclass of stock owned by each transferor immediately prior to andimmediately after the exchange, and(iii) The fair market value of the capital stock as of the dateof exchange which was issued to each transferor.(4) The following information with respect to securities of thecontrolled corporation--(i) The principal amount and terms of all securities outstandingimmediately prior to and immediately after the exchange,(ii) The principal amount and terms of securities issued to eachtransferor in the exchange, with a statement showing eachtransferor's holdings of securities of the controlledcorporation immediately prior to and immediately after theexchange,(iii) The fair market value of the securities issued to thetransferors on the date of the exchange, and(iv) A statement as to whether the securities issued in theexchange are subordinated in any way to other claims against thecontrolled corporation.(5) The amount of money, if any, which passed to each of thetransferors in connection with the transaction.(6) With respect to other property which passed to each transferor--(i) A complete description of each separate item;(ii) The fair market value of each separate item at the date ofexchange, and(iii) In the case of a corporate transferor, the adjusted basisof each separate item in the hands of the controlled corporationimmediately before the distribution of such other property tothe corporate transferor in connection with the exchange.(7) The following information as to the transferor's liabilitiesassumed by the controlled corporation in the exchange--(i) The amount and a description thereof,(ii) When and under what circumstances created, and(iii) The corporate business reason or reasons for assumption bythe controlled corporation.(c) Permanent records in substantial form shall be kept by every taxpayerwho participates in the type of exchange described in section 351, showingthe information listed above, in order to facilitate the determination ofgain or loss from a subsequent disposition of stock or securities andother property, if any, received in the exchange."
Sorry for the length; but I wanted to be sure you had the pertinent sections of the regulations.
Indeed there is no form. It is just a statement. Yes you could use a spreadsheet.
If you were using these items in another business activity you could use the depreciation schedule from that business (or the relevant protions) for yoru basis and the list. But yes, you will have to list the assets and you do definitely need to know your basis as that is the basis the corporation must use for depreciation (unless the fair market value at time of transfer is less than your basis).
Usually we just put a statement such as : "The following assets were transfered from ______(name)__EIN to __________ Name__EIN in a tax free exchange under IRC section 351. " and follow that with the list(s) of items.
Are you self preparing a corporate income tax return? If so, that software may have a section with elections that will produce the statement you need (this is what my professional tax software does.)
I hope that helps.
The company's basis in donated property is the smaller amount of either the Fair Market Value or the shareholder's Adjusted Basis. When you convert your business property to an S-Corp, the S-Corp inherits your adjusted basis.
Did you have some reason to think you can get a capital contribution greater than your basis? Have you talked any of these issues through with a tax practiitoner?
I did find an Excel 2003 template for assets and depreciation at http://office.microsoft.com/en-us/templates/TC011843741033.aspx but have not ever used it myself.
I hope this helps further.
Yes, put the assets on the books at adjusted basis and that is the amount of stock as well. (Unless, as mentioned earlier, the fair market value is less than your basis - then use that amount.)
From http://www.unclefed.com/IRS-Forms/2001/HTML/p54202.html : Basis of stock or other property received. The basis of the stock you receive is generally the adjusted basis of the property you transfer. Increase this amount by any amount treated as a dividend, plus any gain recognized on the exchange. Decrease this amount by any cash you received, the fair market value of any other property you received, and any loss recognized on the exchange. Also decrease this amount by the amount of any liability the corporation assumed from you, unless payment of the liability gives rise to a deduction when paid.
I hope this helps clarify for you.