[Verse 1] Sarah's got a business plan, ready to incorporate Transfer assets to her corp, but wants no tax to calculate Section three-fifty-one can make her dreams come true If she follows all the rules, here's what she needs to do [Chorus] Eighty percent control, that's the golden key Control club members only, transfer property Boot means cash received, and gain you'll recognize Basis carries over with some sweet surprise [Verse 2] Control club's exclusive, eighty percent or more Voting stock and value, that's what we're looking for If you're in the club together, transfers can be free But drop below that threshold, taxable you'll be [Chorus] Eighty percent control, that's the golden key Control club members only, transfer property Boot means cash received, and gain you'll recognize Basis carries over with some sweet surprise [Bridge] When liabilities transfer, section three-five-seven Assumes them tax-free mostly, corporate tax heaven But watch for tax avoidance, exception to the rule If that's your main purpose, you'll look like a fool [Verse 3] Shareholder's stock basis equals what they gave Less the boot received, plus gain they couldn't save Corporation's asset basis stays the same amount Plus any gain the shareholder had to count [Chorus] Eighty percent control, that's the golden key Control club members only, transfer property Boot means cash received, and gain you'll recognize Basis carries over with some sweet surprise [Outro] Three-fifty-one protection, when you play it right Corporate formation magic, keeps your taxes light
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