Can you structure an S Corporation asset sale so that the seller is both shareholder and after forming a separate LLC, seller is buyer as well? What consequences does this have on tax liability?
What assets does the S Corporation have?
Is the separate LLC a single member LLC?
Construction equipment (and some goodwill). Yes the separate LLC is a single member LLC.
Do you have more quesitons?
You will have to structure this as a sale of asset at fair market value to the LLC since the LLC is a disregarded entity.In such a case gain or loss on such transfer will be recognized by the S Corp and passed on to the stockholder.
However,
If the S Corporation is going to get stock in exchange for the assets sale and immediately after the transfer the S Corp will be in control of the LLC than the exchange can qualify as a Sec 351 exchange and there will be no gain or loss recognized from such transfer.
Link for your reference-
http://www.taxalmanac.org/index.php/Sec._351
Let me know if you have any question.
Please note: This advice is provided with the understanding that all the relevant facts have been provided by you. Any change in facts might affect the advice given and hence may not be relied on in such cases. Nothing contained in this reply was intended or written to be used, can be used by any taxpayer, or may be relied upon or used by any taxpayer for the purposes of avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code of 1986, as amended.
Experience: CPA, MBA, Over 10 yrs of experience in tax planning and business consulting..