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Business Taxes Law Guide—Revision 2024
Sales and Use Tax Annotations
A B C D E F G H I J L M N O P R S T U V W X
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395.0000 Occasional Sales—Sale of a Business—Business Reorganization—Regulation 1595
Annotation 395.1520
(g) "Substantially all the Property"—Transfer of
395.1520 Subsidiaries. "A" corporation has two wholly-owned subsidiary corporations, "B" and "C." Principal business of all three corporations is the same and each holds a seller's permit. It is contemplated that "B" will be dissolved and all of its assets distributed to "A" in complete liquidation. These assets would be forthwith transferred by "A" to "C."
The transfer from "B" to "A" is exempt. The transfer from "A" to "C" would not be exempt as all of the assets of "A" are not involved. It is possible that the transfer from "A" to "C" is not a "sale," in that it could be considered a contribution to capital if "A" did not receive any consideration for the transfer. If "A" did receive any consideration for the transfer, the tax would apply on the portion thereof which covers the transfer of tangible personal property. 1/11/55.