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HOUSE_OVERSIGHT_026586

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In general, a QSub is not treated as a separate corporation for federal tax purposes. ¥ All of the QSub's assets, liabilities, and items of income, deduction, and credit are treated as assets, liabilities, and items of income, deduction, and credit of the Subchapter S corporation parent. 78 As discussed below, however, there are certain regulatory exceptions to the general rule that a QSub is not treated as a separate corporation for federal tax purposes. Qualified REIT Subsidiary Rules. A qualified real estate investment trust subsidiary (QRS) is a relatively specialized form of disregarded entity. A real estate investment trust (REIT) is an electing domestic corporation (or trust or other association taxable as a corporation) that meets various organizational requirements, derives most of its income from passive real property sources, distributes most of its income to its owners, and holds mainly real estate. 42 REITs generally receive conduit income tax treatment for income distributed to their owners. 72 A QRS is a corporation (or trust or other association taxable as a corporation) which is wholly owned by a REIT and does not elect with its owner to be treated as a taxable REIT subsidiary. “ A QRS is not treated as a separate corporation, and, like a QSub, its assets, liabilities, and items of income, deductions, and credit are treated as those of the REIT owner. # Thus, the corporate status of a QRS is generally ignored for federal tax purposes. As with QSubs, however, there are certain regulatory exceptions to the general rule that a QRS is disregarded for federal tax purposes. General Exceptions and Modifications The number of exceptions and modifications to the general rule that DREs are treated as "tax nothings” has quietly increased over the last decade. A survey of some of the more prevalent exceptions and modifications to the general rule follows. Employment and Excise Taxes. Shortly after the check-the-box regulations and the QSub rules were issued in

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