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Commonly Asked Questions about Corporation Property Transfer

To transfer ownership in a C-corporation, all you need is a sale of stock. Owners are usually free to buy and sell shares of stock. But sometimes the Shareholder Agreement or Corporate Bylaws may have certain restrictions. For instance, the shares may need to be offered to existing shareholders first.
A corporation that acquires property as a contribution to capital or as a paid-in surplus generally takes the transferors basis in the contributed property, increased by the amount of any gain recognized by the transferor on the transfer.
- a corporation can convey real estate only by the authority defined in its by lsws or on the basis of a resolution passed by its board of directors. A deed conveying corporation-owned real estate can be signed only by an authorized officer.
Section 301, Distributions of property. Under IRC section 301, a corporations distributions of property to a shareholder with respect to its stock is first treated as a dividend to the extent of the corporations current or accumulated earnings and profits and taxed as ordinary income.