A sole proprietorship. he transfers the assets having

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Able decides to incorporate his business - a sole proprietorship. He transfers the assets having a $250,000 basis and a FMV of $800,000 and liabilities of $475,000 in exchange for all of the stock of Newco, Inc. Can Able avoid Sec. 357(c) gain by issuing to Newco his unsecured personal promissory note for $225,000?

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