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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 395.2163
(j) Mergers and Reorganizations
(2) Reorganizations
395.2163 Corporate Reorganization. A group of shareholders of Corporation A will sell all of their shares in the corporation for cash and notes receivable. Corporation A will then create a new subsidiary, B, and transfer a portion of its real property assets in exchange for stock. The stock of B will then be transferred to another group of Corporation A stockholders in exchange for shares in Corporation A held by this group. Since none of the transactions involve the transfer of tangible personal property, no sales or use tax liability arises. 1/31/95