Selling a Business and Starting Anew: Liquidation-Reincorporation in the Simple Situation

A client approaches his attorney with a fairly common problem. The client, as sole or predominant shareholder, operates a business in the corporate form. He wishes to sell all the assets of that business to a third party. The client will then take the proceeds of the sale, after distribution to himself as shareholder, and use a part of them to capitalize a new corporation, which will purchase a new business.

The question for the attorney is whether this simple transaction will ever call forth the tax doctrine of liquidation-reincorporation. This article will examine the likelihood of the liquidation reincorporation doctrine being applied to the "simple" transaction which has been described.