Ruling 89-279

Controlling Interest Transfer Tax

It is represented in your letter that a trustee is the sole shareholder of a Panama corporation. The Panama corporation owns real property in Connecticut. The trustee transfers all of the shares in the Panama corporation to a Barbados corporation of which the trustee is the sole shareholder. The transfer of the shares in the Panama corporation by the trustee to the Barbados corporation is a transfer for consideration and is subject to the controlling interest transfer taxes.

If the Panama corporation is domesticated in a reorganization described in 26 U.S.C. § 368(a)(1)(F), becoming a corporation organized under the laws of the State of Delaware, the deed pursuant to the reorganization would appear not to be exempt from real estate conveyance taxes.

LEGAL DIVISION

December 14, 1989