520. MERGERS, CONSOLIDATIONS AND LIQUIDATIONS

520 MERGERS, CONSOLIDATIONS AND LIQUIDATIONS 520.1 The merger or consolidation of an entity that is subject to the Recordation of Economic Interests Act with another entity may result in a taxable transfer. Example (1): Corporation X, wholly owned by A, and which holds as its only asset real property in the District, merges with Corporation Y, owned by B and C, which holds as its only asset cash. The surviving corporation is owned equally by A, B, and C. The merger subjects the surviving corporation to the recordation tax, because a controlling interest was transferred within the meaning of the Act. Example (2): Corporations W, X and Y hold real property located in the District as their only assets. There are no identical or related ownership interests in any of the corporations. The three (3) corporations consolidated forming corporation Z owned equally by the prior shareholders of W, X and Y. Corporation Z is required to record the transfers and pay the tax because more than fifty percent (50%) of the controlling interest in each of the respective corporations was transferred. 520.2 A transfer to a parent in complete liquidation of a wholly owned subsidiary that is subject to the Recordation of Economic Interests Act shall not be considered a transfer of an economic interest. However, a liquidating distribution of the real property shall be a taxable transfer under the Act. SOURCE: Final Rulemaking published at 36 DCR 8653 (December 29, 1989); as amended by Final Rulemaking published at 61 DCR 4717 (May 9, 2014). District of Columbia Municipal Regulations Taxation and Assessments 9 DCMR § 520