Nate and Mia, the original owners of Turning Leaf each have a 50% interest in the company (both capital and profit interest). They have asked us to evaluate the tax consequences of converting to a C corporation for them as well as for the new corporation. Specifically, I want you to look at three different conversion structures: (1) Contribution by the partnership of its assets to the corporation in return for stock and then liquidation of the partnership; (2) A distribution by the partnership of its assets to its partners, followed by a contribution of those assets by the partners to the new corporation; and (3) A contribution by the partners of their partnership interest to the new corporation in return for stock.

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Each of the three conversion structures mentioned has different tax consequences for both the partners Nate and Mia and the new corporation Lets discu... View the full answer