A Nebraska C corporation sold all of its assets. The sale triggered a substantial gain. The shareholders sold their shares to a third party upon the third party's agreement to pay the corporation's tax liability triggered by the asset sale. However, the third party did not pay the tax liability. The IRS sought to recover the unpaid tax liability from the shareholders. The court allowed the IRS to recover the tax liability from the shareholders by virtue of transferee liability via the NE Uniform Fraudulent Conveyance Act (UFCA). The court determined that the transfer was fraud as to the IRS and was for the benefit of the shareholders. Unmatured tax liabilities constituted "claims" under the NE UFCA and that the shareholders were "transferees" under the NE UFTA. Stuart, et al. v. Comr., 144 T.C. No. 12 (2015).
Paying the Tax Debts of Another.
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