Af Form 354: Fill & Download for Free

Over 22 years, I was in several:3701 Basic Military Training Sq (ATC), Lackland AFB, TX3276 Student Sq (ATC), Lackland AFB, TX1 Aerospace Communications Gp (SAC), Offutt AFB, NE1998 Communications Sq (AFCS), Korat RTAFB, Thailand4645 Support Gp (ADC), Duluth IAP, MN1961 Communications Gp (AFCS), Clark AB, RP1923 Communications Gp (AFCS), Kelly AFB, TXAF Institute of Technology (AU), La Tech Univ, Ruston, LAAF Officer Training School (ATC), Lackland AFB, TX56 Civil Engineering Sq (TAC), MacDill AFB, FL36 Civil Engineering Sq (USAFE), Bitburg AB, FRG354 Civil Engineering Sq (TAC), Myrtle Beach AFB, SC

Generally, yes to both, but there’s a little more to it.Squadrons are the basic unit of organization in the USAF. Squadrons belong to groups, and groups to wings. A wing is usually the controlling unit of a base. Several wings/bases are assigned to numbered Air Forces, or NAFs, and NAFs to a major command, or MAJCOM.Here is a real-world example:The 354th and 357th Fighter Squadrons (354 & 357 FS) fly the A-10. They are both part of the 355th Fighter Group (355 FG), which is part of the 355th Wing at Davis-Monthan Air Force Base. (There are many other squadrons and four additional groups in the wing.) The 355th Wing is the “host unit” of Davis-Monthan; that means the Wing Commander is also the Base Commander, even though there is at least one higher ranking commander on his base in a “tenant” unit. There are several other wings/bases subordinate to Twelfth Air Force (Air Forces Southern), aka 12 AF (AFSOUTH), which is part of Air Combat Command.Units don’t permanently move all that often, but it does happen, especially during draw-downs or base re-alignments. Also, sometimes units will change names and/or missions without moving to a different base, or “stand-down” or deactivate as one thing and “stand-up” or activate as another.355th Fighter Group12th Air Force (Air Forces Southern) > HomeAir Combat Command > Home

Sure, I can address the tax issues centering on a reverse subsidiary merger. A business attorney represents the key advisor here based on relevant legal factors unique to the particular situation at hand.Here, an acquiring corporation (“AC”) takes over a target corporation (“TC”). The TC shareholders end up receiving AC stock based on some economic exchange rate on a tax deferred basis. As long as the TC shareholders only receive AC stock they can defer recognizing gain on the stock exchanged computed as the excess of the fair market value of the AC stock over the TC stock cost (Sections 354(a) and 1001(a)). I detail the tax mechanics of the reverse subsidiary merger below.AC forms a new subsidiary corporation (“NSC”) and transfers AC stock to NSC in exchange for NSC stock. AC owns 100% of the stock of NSC (Section 351).Using reverse subsidiary merger rules as covered in Section 368(a)(2)(E), NSC mergers its assets into TC. Assets here consist of the AC shares as covered in the former paragraph. Section 361(a) provides for no gain recognition by NSC on the transfer of assets.TC distributes the AC shares to the TC shareholders in exchange for their TC shares based on an economic deal exchange ratio. And Section 354(a) allows for TC shareholders not recognizing gain on the stock transfer.TC distributes the TC shares to NSC. NSC distributes the TC shares to AC in exchange for the NSC shares as part of the NSC liquidation under Section 337(a).In the end, NSC ceases to exist. Former TC shareholder own AC shares. And, TC operates as a wholly owned subsidiary of AC as AC owns all the TC stock.TC shareholders do not recognize any gain on the share transfer, and they take the tax cost they had in their TC shares in the AC shares (Section 358(a)).This group of corporations now consists of AC and TC, and they represent an affiliated group (“AG”) for tax purposes. As AC as parent corporation owns 100% of the stock of TC an includable corporation as noted in Section 1504(a)(1). Here, the AF group may file a consolidated tax return as one tax economic entity for tax purposes as noted in Section 1501. The AG makes such election by each corporate member consenting to such election in a specific document as noted in Consolidated Treasury Regulation Section 1.1502-75(a). We would file this specific document with the return.One of the advantages of filing a consolidated tax return is — AG can offset profits from one group member against losses of say a startup corporation the group forms still in it early stages and not profitable at present. This strategy works fine as long as the loss corporation member has been a member of the affiliated group during its loss years as noted in Consolidated Treasury Regulation Section 1.1502-75(f)(2)(ii).In the above case, TC has just joined the AG (assuming other corporations belong). If TC had prior operating loss carryovers, Consolidated Treasury Regulation Section 1.1502-21(c)(1)(i) and (g)(5) limit the losses taken in any particular year based on the income TC generates currently relative to the AG. This fact demonstrates one tax benefit of forming parent subsidiary group when forming new corporations. The group can then offset losses against profits.I completed the above tax analysis based on the fact situation. If the facts change any, the tax results may change considerably. www.rst.tax