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The Internal Revenue Code uses four tests to make this distinction: To prevent gamesmanship among related parties, Congress has added another layer of rules that must be analyzed to determine if a distribution is a redemption.

Liquidating dividends are typically paid when a company is going out of business or has sold a portion of the enterprise.A liquidating cash dividend is a distribution to that returns some of the original investment to the owners.In other words, a liquidating cash distribution gives some of the investors investment back to them.This difference has income tax implications to shareholders.While regular dividends are taxable, liquidating dividends are not taxable since they are merely the return of the shareholder's investments.A liquidating dividend is used when a corporation is dissolving and it needs to distribute its assets to its shareholders.Paid after satisfying all corporate debts, the liquidating dividend is meant to provide a return on investment.Cash can only be paid to shareholders if the company's net assets are positive.The management team at Company A has decided to declare a dividend of .00 per share and has 800,000 shares of common stock outstanding.A liquidating cash dividend, on the other hand, occurs when the company doesnt have enough profits or built up retained earnings to fund a cash distribution.Its called a liquidating dividend because it takes money out of the company without sufficiently replenishing it with profits.Also known as liquidating distributions, a liquidating dividend is a return of the company's shareholders' capital investment.This concept is different than regular dividends, which are paid from the company's profits or retained earnings.Only the amount that exceeds the taxpayer's basis in the stock is capital; this is taxed as a capital gain.The basis in the stock is how much the taxpayer paid to obtain the stock.

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