Originally Posted by Wnhough
when there is an asset sale of a C Corp., the c corp owned b/d , an asset sold is compared to its depreciated basis and the difference is treated as ordinary income to the C Corp. Any good will is a 100% gain and again is treated as ordinary income. The corp pays this tax bill and then there is a distribution of the remaining funds to the shareholders. They are taxed a second time at their long term capital gains rate.You as a buyer of the C corp asset of building does not pay tax.You?d pay long term capital gain tax/ ordinary gain tax when you sell it at a gain.
Not sure I fully understand, but here goes:
I don't believe there has been any depreciation taken over the year by the corp. Regardless, the purchase price decades ago was so small, there wasn't much to depreciate.
and I don't believe there's any good will.
I would like to transfer the property from the C corp to me (X in my example) and not incur a capital gains liability for the c-corp (which, being the sole shareholder, would come out of my pocket).
But I don't know how.