Intro to Corporate Taxes:

Tax Repercussions of Trading Property for Stock

It might seem like a great idea at first but there is a very strict rule involved at the center of trading properties for stock. You don’t want to be paying taxes on the stock that you just bought or the property you just traded in. Many people feel that the exchange of property for stock is a surefire thing but at the same time you have to realize that the main issue here is not the transfer of property but how Uncle Sam views it.

If you as a stockholder exchange your property for some stock in a company, the exchange will be taxed. You would have to include it in your taxable income. But if you own 80% or more of the stocks in the company and you have control over the company, the exchange that you made for stocks was a non-taxable exchange.

The IRS can’t touch that money. But the main issue here is 80% control of the stocks. Without it the exchange cannot be non-taxable. It doesn’t matter to the IRS if the corporation is fully operational or not as long as the idea for the company exists and there are people working on building the corporation. However, if the property is worth less than 10% of the stocks and securities issued by the company to it’s stockholders then the property is disqualified and cannot be used in the exchange.