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Under the Internal Revenue Code of 1954, the corporation is aseparate taxable entity, so that corporate income is taxed to thecorporation and dividends paid by the corporation are taxable to theshareholders.The framework for the taxation of corporate distributionsis provided by Sections 301 (a), 301 (c), and 316 of the Code.If the property distributed is worth less than the amount of the liability itself, the FMV of the property is treated as no less than the amount of the liability (Sec. The assumption of a contingent or unknown liability is disregarded in determining the property’s FMV. A corporation, whether it uses the cash or accrual basis, may have earned income that it has not collected before the liquidation takes place.
Except as provided in subsection (B) below, an Owner (other than the Nation or Tribal Entity) or manager who votes or assents to a distribution in violation of Section 25-5-7 or of the Operating Agreement is personally liable to the LLC for the amount of the excess distribution, subject to contribution from all other managers or Owners participating in such action.
Except as provided in this Part, upon the distribution in partial liquidation of an Owner’s interest, the redeeming Owner is entitled to receive the amount to which the Owner is entitled under the Operating Agreement and, if not otherwise provided in the Operating Agreement, the fair value of the redeemed interest based on the Owner’s right to share in distributions from the LLC.