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The Profit Fair Market Value Of The Loss Corporation Essay

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Built in Gains and Losses. If the aggregate fair market value of the loss corporation’s assets either exceeds or is less than its aggregate tax basis in those assets by an amount which is more than the lesser of 10% of the aggregate value of the assets on that date or $10 million, then special rules apply. If in the year of the transaction or a later year the corporation recognized gain on property which it owned on the transaction date, the annual limitation would be increased for that year by the amount necessary to shelter the portion of its net unrealized built in gain attributable to such property. The net unrealized built in gain is the excess of the aggregate value of all of the corporation’s property on the transaction date over its aggregate tax basis in all of its property at that time.
Conversely, if the corporation had built-in loss, the loss would be limited the same way that the NOL would be limited.
Disallowance of the Entire Carryforward. If the loss corporation does not continue its historic business during the two-year period following the ownership change, the entire carryforward is disallowed. Even after the carryforward is disallowed, the built in gain can be offset by the built in losses.
Purpose Test. The service can disallow a deduction or credit if (a) control of a business is acquired and (b) the principal purpose of the acquisition is to secure the deduction or credit.
Limitation on Other Carryforwards. A collateral effect of an “ownership

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