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Old 09-16-2010, 03:29 PM
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Pre Aquisition Retained earning (loss) and current year earning in acquiring comany

“Company A” = S Corp and “Company B” = C Corp “B” have current year operating loss 2010 and negative retained earning in balance sheet for previous year/ NOL carried forward. “A” has profit for 2010. In Sept 2010 “A” wants to acquire “B”. Can “A” use “B” pre-acquisition 2010 loss and/or previous years negative retained earning against “A” profit after acquisition for tax benefit? There is no reorganization. Cash consideration is made to pay off the stock holders, payables and purchases B’s Patent. Or It’s best for Company A to just but the patent from B and close company B. And Company A brings patent in Balance sheet amortized it over or used Sec 179? Please email me response ASAP, thank you.

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