We did hire a professional to facilitate the break up under section "D" of Section 355, where the distributing company, a real estate investment/management c corp, created five control companies on Jan 1st, then transferred some of it's real property into the control companies. Then some of the stockholders tendered their shares of the distributing company for shares of the control company. The remaining property was all sold by 12/28/21, but with a mortgage on all the remaining property for the next 5 years, which means that the 25K paid to the attorney for the split-off is capitalized until the final dissolution of the distributing company. The problem with the debiting the capital stock is that the total capital stock is still the 25K that is was when it was first sold a $1.00 per share, and the stock tendered was valued at $1,000.00 a share, so the total stock tendered was over 800K, which would leave a negative balance in the capital stock account of over 775K. I have called a couple of CPA's but they don't want to touch it. It's easy to know how much they know, I just ask if the attorney fees for the split-off should be put into legal fees, and if they answer "Yes", I know they don't know enough about a 355 reorganization. That's why I thought I'd ask here, and maybe someone would know how to do this. Thanks for you reply, at least you know something about it.
