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General Utilities Doctrine

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General Utilities Doctrine
A former provision in U.S. tax law allowing a corporation to liquidate its assets at a profit and pass on the profit to its shareholders without paying a corporate tax. Shareholders, however, remained responsible for taxes on what amounted to a special dividend. The general utilities doctrine allowed shareholders to avoid double taxation in the liquidation of assets. It was abolished by the Tax Reform Act of 1986.

General Utilities Doctrine
An Internal Revenue Service provision that permits a firm to liquidate its assets at more than book value and to pass the proceeds of the liquidation through to stockholders without making the firm pay income taxes on the gains. Rather, stockholders receiving the distribution are required to report the gain (but not the entire liquidation) as income. The General Utilities Doctrine was repealed in 1986 tax reform. As a result of the repeal, any gain from liquidation is taxed twice: once to the liquidating firm and again to the stockholders.


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1374 generally is designed to prevent a C corporation from circumventing the repeal of the General Utilities doctrine by converting to S corporation status before distributing appreciated assets to its shareholders or before selling appreciated assets and distributing the sale proceeds to its shareholders as part of a complete liquidation.
In general, two taxes are due under sections 336 and 301 of the Internal Revenue Code upon dissolution of a C corporation because of the repeal of the so-called General Utilities doctrine by Tax Reform Act of 1986.
In 1986, Congress repealed the last element of the General Utilities doctrine.
 
 
 
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