C-Corp's only asset is a vacant lot. Share holders are divided betweem individuals and Family Trust LLPs. 1958 NY C-Corp started 3 generations ago. Just held the land. No LLC or S-Corps then and no one bothered to get out of the C-Corp. Now a buyer comes along and offers $3M for the land. Buyer will do a stock purchase at $2.5M but family doesn't want that. They want to do the sale at the $3M and go into a 1031 Exchange. Except a 19% stockholder wants to cash out and retire. Since you need 100% of stockholder approval for the 1031 we are at an impasse. Basis is $100K and between C-Corp taxes (IRS,NYS,NYC) and dividend distrubution there will be a combined tax of over 60%. I am brainstorming and always can use more brain power. None of the stockholders have the funds to buy the 19%er out personally. Plus family dynamics make it impossible to get the shasreholders all in one room together. Thank you.
