Taxation of Realty Transfer from a Liquidated Corporation to Its Stockholders

In Baehr Brothers v. Commonwealth, 487 Pa. 233, 409 A.2d 326 (1979), our Supreme Court held that a transfer of realty from a liquidated corporation to its stockholders was not subject to the realty transfer tax. the Supreme Court stated that tax cases must be decided on realities and that substance controls over form. As such, the Supreme Court reasoned that the transfer was not subject to the realty transfer tax because the beneficial title to the real estate of the corporation was vested in the stockholders by operation of law. In Exton Plaza Associates v. Commonwealth, 763 A.2d 521 (Pa. Cmwlth. 2000), the issue was whether the Department properly imposed a realty transfer tax on the conveyance of a shopping center from Exton Plaza Associates, a general partnership, to Exton Plaza Associates, a limited partnership, having the same principals and the same business address. The Court held that the transfer was not subject to the tax because the deed did not affect a meaningful transfer of title to someone other than the grantor. Specifically, the Court concluded that the realty transfer tax did not apply because the deed was not a "document" which conveyed an interest in real estate to someone other than the grantor within the meaning of the Realty Transfer Tax Act (Act).