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    macrae's Avatar
    macrae Posts: 1, Reputation: 1
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    #1

    Aug 1, 2014, 03:44 PM
    Can a C corporation buy a sub S corporation
    I have several Sus 'S' Corporations with large losses. I would like to sell those losses to someone. I have a friend that owns a 'C' Corp that is selling a piece of property and they don't want to pay the double taxation on the profits. It will all be profit as they have owned the property for a very long time. Their CPA told them that they could not buy my Sub 'S' with the losses to offset their gains in the 'C' Corp.. My question is: Why can't they sell the property to my Sub 'S' for a nominal amount of money and then have the Sub 'S' sell the property for the fair market value and off-set the profit with the losses of the Sub 'S' that they now own. Or would it be better to have the Sub'S' buy the 'C' Corp. and then sell the property?
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    AK lawyer Posts: 12,592, Reputation: 977
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    Aug 1, 2014, 04:23 PM
    Their CPA told them that they could not buy my Sub 'S' with the losses ...
    How would one buy something with losses? Losses are not money (but rather "negative money", in a manner of speaking).
    My question is: Why can't they sell the property to my Sub 'S' for a nominal amount of money and then have the Sub 'S' sell the property for the fair market value and off-set the profit with the losses of the Sub 'S' that they now own.
    Why not ask your accountant? One problem, it seems to me, is that the losses are a deduction to you, now, not the future owner. How would the losses be incurred to the future owner after the sale?
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