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Tax Compliance and Planning/Blueprint/4.C

Related party transactions

Area 4: Special Tax Transactions (10-20%)

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Topics

  • Section 267 loss disallowance
  • Constructive ownership rules

Lessons

  • Related Party Transactions

Study Frameworks

Constructive Ownership Rules (Section 267/318)

Constructive Ownership Attribution
Family Attribution (Section 267(c)(4))
Spouse — stock attributed in both directions
Siblings (whole and half-blood) — attributed to taxpayer
Ancestors (parents, grandparents) — attributed to taxpayer
Lineal descendants (children, grandchildren) — attributed to taxpayer
NOT included: cousins, in-laws, step-relations (unless adopted), aunts, uncles
Entity Attribution
Corporation → 50%+ shareholder (proportional)
Partnership → partners (proportional to interest)
Trust/estate → beneficiaries (proportional)
Reverse: 50%+ shareholder → corporation; partner → partnership; beneficiary → trust
Option Attribution
Option holder treated as owning the underlying stock
Applies to all types of options (calls, warrants)
Key Threshold: More Than 50%
Section 267: direct + constructive > 50% = related party
Exactly 50% does NOT trigger related party status

IRC Section Quick Reference

SectionTopicKey Rule
IRC 83(b)Property transferred for servicesElection to recognize income at grant (not vesting); must file within 30 days
IRC 199AQBI deduction20% deduction for pass-through income; W-2/UBIA limitation above threshold; SSTB phase-out
IRC 267Related party lossesLosses disallowed between related parties; deferred until gain recognition by transferee
IRC 302Stock redemptionsSale treatment if substantially disproportionate, complete termination, or meaningful reduction
IRC 318Constructive ownershipFamily, entity, and option attribution rules for determining stock ownership
IRC 332Subsidiary liquidationTax-free liquidation to 80%+ parent corporation; carryover basis under 334(b)(1)
IRC 336Liquidating distributionsCorporation recognizes gain/loss as if sold at FMV; exception for 332 liquidations (IRC 337)
IRC 351Corporate formationTax-free transfer of property for stock if transferors have 80% control immediately after
IRC 409ADeferred compensationStrict timing rules for deferral elections and distributions; 20% penalty + interest for violations
IRC 465At-risk rulesLosses limited to amount taxpayer has at risk (cash + recourse debt + qualified nonrecourse for real estate)
IRC 469Passive activity lossesPassive losses only offset passive income; $25K rental allowance; released on disposition
IRC 704(c)Partnership contributed propertyBuilt-in gain/loss allocated to contributing partner; prevents shifting pre-contribution gain/loss
IRC 721Partnership formationNo gain/loss on contribution of property to partnership; carryover basis
IRC 743(b)Partnership basis adjustmentOptional step-up in basis of partnership assets on transfer of partnership interest (requires 754 election)
IRC 754Basis adjustment electionPartnership election for inside basis adjustments on transfers (743b) and distributions (734b)

Section 267 Related Party Categories

CategoryRelationshipOwnership Threshold
Family membersSiblings (whole/half), spouse, ancestors, lineal descendantsN/A — automatically related
Individual & corporationIndividual owns stock in a corporationMore than 50% (by value, direct + constructive)
Two corporations (controlled group)Common ownership in both corporationsMore than 50% common ownership
Grantor & trustGrantor and fiduciary of trust created by grantorN/A — automatically related
Trust fiduciary & beneficiaryFiduciary and beneficiary of the same trustN/A — automatically related
Corporation & partnershipSame persons own both entitiesMore than 50% of each
Two partnershipsSame persons own capital/profits in bothMore than 50% of each
Executor & beneficiaryExecutor of estate and beneficiary of same estateN/A — automatically related
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