Tax Problems Associated With the Incorporation of a Partnership: Revenue Ruling 70-239H

The publication of Revenue Ruling 70-239 creates concern with respect to the possible impact of the very broad language of the Ruling in areas not specifically covered. This concern relates to the availability of an ordinary loss deduction under section 1244; various personal holding company and subchapter S problems; the impact on section 357(c) and section 1239; the effect on basis computations and the control requirement of section 351; and holding period considerations under section 1223. This article will attempt to examine Revenue Ruling 70-239 with a view to (1) evaluating the accuracy of the conclusion that all three corporation alternatives produce the same tax consequences; (2) determining the scope of the Ruling, potential as well as actual; and (3) determining its contribution to the development of the control concept in incorporation transactions