This Ruling has been revoked by Ruling 91-2
Controlling Interest Transfer Tax
Your letter indicates that X Company, a corporation organized under Connecticut law, will be the disappearing corporation in a merger with Y Corporation, a corporation organized under New York law. One natural person, to wit, John Doe, owns all of the issued and outstanding shares of both X Company and Y Corporation. Pursuant to the merger, X Company will cause to be delivered a deed conveying all of its Connecticut real property to Y Corporation, the surviving corporation.
It is the position of the Department that the real estate conveyance tax provisions--and not the controlling interest transfer tax provisions--are implicated by your ruling request. The General Assembly intended that the controlling interest transfer tax provisions be operable only where conveyances were not made. See 32 H.R. Proc., Pt. 28, 1989 Sess., p. 9821.
It is hereby ruled that X Company has made a conveyance that is described in Conn. Gen. Stat. § 12-498(a)(7) and that is, accordingly, exempted from tax.
November 21, 1989