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It does not express any legal conclusion on the question presented.Distribution to extent of capital stock is basis to the shareholder.This is calculated as the difference between the fair market value of the assets and either the monies actually received for the assets or the depreciated value of the assets distributed to shareholders.

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Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Liquidating Trust, in reliance on your opinion of counsel that the Liquidating Trust is not an issuer of "equity securities" within the meaning of Section 12(g) of the Exchange Act, operates as described in your letter without compliance with the registration and reporting requirements of the Exchange Act.Tax Management Portfolio, Corporate Liquidations, No. 784-3rd, analyses the tax considerations in connection with the liquidation of a corporation. The principal focus of the Portfolio is on liquidations after the repeal of the General Utilities doctrine by the Tax Reform Act of 1986. After your corporation pays all existing creditors, it must distribute any remaining proceeds or assets to shareholders.Your corporation must recognize gain or loss on the assets as part of its final income statement.kompany and its subsidiaries are private service providers and do not represent any government or government office.

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