If the stock is a capital asset in the shareholder’s hands, the transaction qualifies for capital gain or loss treatment.
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Whether earnings are retained in a partnership or distributed to partners has no affect on the taxation of those earnings, since the partners have to pay tax on the earnings whether they are distributed or not.
The outside basis is the tax basis of each individual partner's interest in the partnership.
Corporations can fold either by dissolution or complete liquidation.
Dissolution is an “administrative” termination of the corporation and while it is a usual first step, it doesn’t necessarily mean the corporation is folding.
It’s the final step in a corporate termination and the point at which IRS tax consequences start to apply.
Corporations in the process of a complete liquidation – either to terminate the business or change its structure to a non-corporate status -- are required by law to transfer all cash and property assets back to shareholders as payment in full for the exchange of stock.