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Partnership Taxation Homework

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Freedom Drones, Inc. will be formed to mass produce and market drones that will be sold to the US government and various delivery services. Individual A and B will initially capitalize the company as described below. Your clients, Individual A and B, have asked you to consider the tax implications of the following initial contributions to the capital of Freedom Drones, Inc.

Individual A contributes cash of $50,000 and receives 10 shares of stock worth $50,000 in exchange for the cash contribution.

Individual B contributes a prototype for the drone with a FMV of $50,000 and an adjusted basis of $5,000. In building the prototype, B borrowed $10,000 from a bank. B will receive 8 shares of stock with a FMV of $40,000 and Freedom Drones will assume her $10,000 debt to the bank (agree to pay the principal and interest on the loan previously issued to B).

Individual C, a friend of Individual A, has a prearranged agreement with Individual A to purchase 2 shares of Individual A’s stock immediately after the formation of the corporation.

The following chart may assist you in organizing your thoughts.

Shareholder Transferred Cash or Property Adjusted Basis Fair Market Value of Contribution Fair Market Value of Stock Received Liabilities Assumed by Corporation
A Cash $50,000 $50,000 $50,000 $0
B Prototype $5,000 $50,000 $40,000 $10,000

1. Does this transaction qualify for nonrecognition treatment under IRC section 351? (Please discuss the requirements for such treatment and apply those requirements to the facts described above using citations from our reading and discussions to support your conclusions).

Answer: Yes, this transaction qualifies for nonrecognition treatment under IRC section 351.

Section 351 (a) provides that no gain or loss shall be recognized if property is transferred to a corporation by one or more persons solely in

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