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    PracticeCPA®CPA REG Practice Exam 3Question 32
    Hard1 markMultiple Choice
    Area V: Entity TaxationREGEntity Tax

    CPA · Question 32 · Area V: Entity Taxation

    Shareholder A contributes property with a basis of $20,000 and FMV of $50,000 to a C Corporation in exchange for 40% of the stock. Shareholder B contributes services worth $75,000 for 60% of the stock. What is Shareholder A's recognized gain?

    Answer options:

    A.

    $30,000

    B.

    $0

    C.

    $20,000

    D.

    $50,000

    How to approach this question

    Section 351 Control Test: Transferors of PROPERTY must own >= 80% immediately after. Here, A (Property) owns 40%. B (Services) owns 60%. B is NOT a transferor of property. Control group = 40% (<80%). Section 351 fails. Taxable event.

    Full Answer

    A.$30,000✓ Correct
    For a tax-free exchange under IRC §351, transferors of *property* must own at least 80% of the stock immediately after. Shareholder B contributed *services*, so B's stock is not counted toward the 80% test. Shareholder A (property) only owns 40%. Therefore, §351 does not apply. A recognizes gain of FMV ($50k) - Basis ($20k) = $30,000.

    Common mistakes

    Counting the service provider's stock in the 80% control test.
    Question 31All questionsQuestion 33

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