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Complete Home & Office Legal Guide
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Complete Home and Office Legal Guide (Chestnut) (1993).ISO
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1993-08-24
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Section 543 (Continued)
(B) Deductions allowable under section 162. -- For purposes
of subparagraph (A), a deduction shall not be treated as
allowable under section 162 if it is specifically allowable under
another section.
(C) Limitation on allowable deductions. -- For purposes of
subparagraph (A), no deduction shall be taken into account with
respect to compensation for personal services rendered by the 5
individual shareholders holding the largest percentage (by value)
of the outstanding stock of the corporation. For purposes of the
preceding sentence --
(i) individuals holding less than 5 percent (by value) of
the stock of such corporation shall not be taken into account,
and
(ii) stock deemed to be owned by a shareholder solely by
attribution from a partner under section 544(a)(2) shall be
disregarded.
(5) Dividends must equal or exceed excess of personal
holding company income over 10 percent of ordinary gross income.
--
(A) In general. -- The requirements of this paragraph are
met if the sum of --
(i) the dividends paid during the taxable year (determined
under section 562),
(ii) the dividends considered as paid on the last day of the
taxable year under section 563(c) (as limited by the second
sentence of section 563(b)), and
(iii) the consent dividends for the taxable year (determined
under section 565),
equals or exceeds the amount, if any, by which the personal
holding company income for the taxable year exceeds 10 percent of
the ordinary gross income of such corporation for such taxable
year.
(B) Computation of personal holding company income. -- For
purposes of this paragraph, personal holding company income shall
be computed --
(i) without regard to amounts described in subsection
(a)(1)(C),
(ii) without regard to interest income during any taxable
year --
(I) which is in the 5-taxable year period beginning with the
later of the 1st taxable year of the corporation or the 1st
taxable year in which the corporation conducted the trade or
business described in paragraph (2)(A), and
(II) during which the corporation meets the requirements of
paragraphs (2), (3), and (4), and
(iii) by including adjusted income from rents and adjusted
income from mineral, oil, and gas royalties (within the meaning
of paragraphs (2) and (3) of subsection (a)).
(6) Special rules for affiliated group members. --
(A) In general. -- In any case in which --
(i) the taxpayer receives royalties in connection with the
licensing of computer software, and
(ii) another corporation which is a member of the same
affiliated group as the taxpayer meets the requirements of
paragraphs (2), (3), (4), and (5) with respect to such computer
software,
the taxpayer shall be treated as having met such requirements.
(B) Affiliated group. -- For purposes of this paragraph, the
term "affiliated group" has the meaning given such term by
section 1504(a).
544. Rules for determining stock ownership
(a) Constructive ownership. -- For purposes of determining
whether a corporation is a personal holding company, insofar as
such determination is based on stock ownership under section
542(a)(2), section 543(a)(7), section 543(a)(6), or section
543(a)(4) --
(1) Stock not owned by individual. -- Stock owned, directly
or inderectly, by or for a corporation, partnership, estate, or
trust shall be considered as being owned proportionately by its
shareholders, partners, or beneficiaries.
(2) Family and partnership ownership. -- An individual shall
be considered as owning the stock owned, directly or indirectly,
by or for his family or by or for his partner. For purposes of
this paragraph, the ramily of an individual includes only his
brothers and sisters (whether by the whole or half blood),
spouse, ancestors, and lineal descendants.
(3) Options. -- If any person has an option to acquire
stock, such stock shall be considered as owned by such person.
For purposes of this paragraph, an option to acquire such an
aption, and each one of a series of such options, shall be
considered as an option to acquire such stock.
(4) Application of family-parnership and option rules. --
Paragraphs (2) and (3) shall be applied --
(A) for purposes of the stock ownership requirement provided
in section 542(a)(2), if, but only if, the effect is to make the
corporation a personal holding company;
(B) for purposes of section 543(a)(7) (relating to personal
service contracts), of section 543(a)(6) (relating to use of
property shareholders), or of section 543(a)(4) (relating to
copyright royalties), if, but only if, the effect is to make the
amount therein referred to includible under such paragraph as
personal holding company income.
(5) Constructive ownership as actual ownership. -- Stock
constructively owned by a person by reason of the application of
paragraph (1) or (3) shall, for purposes of applying paragraph
(1) or 92), be treated as actually owned by such person; but
stock constructively owned by an individual by reason of the
application of paragraph (2) shall not be treated as owned by him
for purposes of again applying such paragraph in order to make
another the constructive owner of such stock.
(6) Optio rule in lieu of family and partnership rule. -- If
stock may be considered as owned by an individual under either
paragraph (2) or (3) it shall be considered as owned by him under
paragraph (3).
(b) Convertible securities. -- Outstanding securities
convertible into stock (whether or not convertible during the
taxable year) shall be considered as outstanding stock --
(1) for purposes of the stock ownership requirement provided
in section 542(a)(2), but only if the effect of the inclusion of
all such securities is to make the corporation a personal holding
company;
(2) for purposes of section 543(a)(7) (relating to personal
service contracts), but only if the effect of the inclusion of
all such securities is to make the amounts therein referred to
includible under such paragraph as personal holding company
income;
(3) for purposes of section 543(a)(6) (relating to the use
of property by shareholders), but only if the effect of the
inclusion of all such securities is to make the amounts therein
referred to includible under such paragraph as personal holding
company income; and
(4) for purposes of section 543(a)(4) (relating to copyright
royalties), but only if the effect of the inclusion of all such
securities is to make the amount therein referred to includible
under such paragraph as personal holding company income.
The requirement in paragraphs (1), (2), (3), and (4) that all
convertible securities must be included if any are to be included
shall be subject to the exception that, where some of the
outstanding securities are convertible only after a later date
than in the case of others, the class having the earlier
conversion date may be included although the others are not
included, but no convertible securities shall be included unless
all outstanding securities having a prior conversion date are
also included.
545. Undistributed personal holding company income
(a) Definition. -- For purposes of this part, the term
"undistributed personal holding company income" means the taxable
income of a personal holding company adjusted in the manner
provided in subsections (b), (c), and (d), minus the dividends
paid deduction as defined in section 561. In the case of a
personal holding company which is a foreign corporation, not more
than 10 percent in value of the outstanding stock of which is
owned (within the meaning of section 958(a)) during the last half
of the taxable year by United States persons, the term
"undistributed personal holding company income" means the amount
determined by multiplying the undistributed personal holding
company income (determined without regard to this sentence) by
the percentage in value of its outstanding stock which is the
greatest percentage in