dissenting.
Under Georgia law, income flowing through a Subchapter "S" corporation to its shareholders is subject to Georgia corporate income tax as if the income was received by the corporation, not the shareholders. For this same reason, gain ultimately received by the shareholders in a deemed sale of an "S" corporation's assets pursuant to IRC § 338 (h) (10) is subject to Georgia corporate income tax. As a result, I believe that any gain generated by Trawick Construction Company's deemed sale of assets to Quanta Services, Inc. is taxable as corporate income to Trawick under Georgia law. Therefore, I respectfully dissent.
In Georgia, a corporation's Subchapter "S" election is generally not recognized for corporate income tax purposes unless all stockholders of the electing corporation are either: (1) Georgia residents subject to Georgia tax on their portion of corporate income or (2) nonresidents who pay Georgia income tax on their portion of the corporate income. OCGA § 48-7-21 (b) (7) (B).1 The reason for this rule is simple. A Subchapter "S" corporation is a "pass-through" entity. Unlike a standard "C" corporation, corporate income merely flows through the corporation into the hands of its shareholders, as if the corporate form does not exist for purposes of federal income tax. The shareholders pay income tax, but the "5" corporation does not. Without OCGA § 48-7-21 (b) (7) (B), in situations where all *602shareholders are not subject to Georgia tax, Georgia could not properly collect a “corporation’s taxable income from property owned or from business done in this state,”2 because that income would have been passed through the corporation to nonresident shareholders. In order to properly collect corporate tax in this state, the Legislature determined that the “pass-through” fiction imposed by federal law is generally not recognized here, and the corporate form continues to exist.
The issue presently before us is whether the gain recognized on an “S” corporation’s federal tax return and received by the shareholders of an “S” corporation from a deemed sale of assets pursuant to IRC § 338 (h) (10) is taxable in Georgia. In accordance with the decision of the State Revenue Commissioner, whose interpretation this Court is required to give “great weight and deference,” Ga. Dept. of Revenue v. Owens Corning, 283 Ga. 489, 490 (660 SE2d 719) (2008), I believe that it is. An IRC § 338 (h) (10) election allows a purchasing corporation to treat a purchase of the stock of a target corporation as if it was actually the purchase of the assets of the target corporation at fair market value. The target corporation is treated as if it sold all assets in a single transaction and subsequently distributed the purchase proceeds to its shareholders. This treatment of the sale is beneficial to the participants because the presumed asset purchase results in a stepped-up basis for the target’s assets. In turn, this stepped-up basis is used for future amortization and depreciation deductions, which are concomitantly increased. In simple terms, the stepped-up basis increases tax deductions.
In this case, Trawick contends that, based on statutory law, Georgia is precluded from recognizing its IRC § 338 (h) (10) election and cannot impose corporate tax on any gain from the deemed sale of assets. At the same time, Trawick argues that Georgia must recognize that its assets have a stepped-up basis for purposes of amortization and depreciation deductions. Contrary to Trawick’s arguments, however, the statutes do not support this illogical result which even the majority admits is “disputable.”
*603As an initial matter, it must be remembered that
[tjaxation is the rule, and exemption from taxation [is] the exception. And exemptions are made, not to favor the individual owners of property, but in the advancement of the interests of the whole people. Exemption, being the exception to the general rule, is not favored; but every exemption, to be valid, must be expressed in clear and unambiguous terms, and, when found to exist, the enactment by which it is given will not be enlarged by construction, but, on the contrary, will be strictly construed.
(Citations and punctuation omitted.) Collins v. City of Dalton, 261 Ga. 584, 585-586 (4) (a) (408 SE2d 106) (1991). The exemption from taxation now sought by Trawick is neither clear nor unambiguous, and it is not supported by a full review of the applicable statutes.
The guiding principle for taxation of “S” corporations in Georgia is that, for Georgia income tax purposes, the “pass-through” nature of an “S” corporation is disregarded and distribution of the income to the shareholders is taxed as income to the corporation. Here, Trawick owned the assets which were sold, received the income from the sale of these assets, and distributed this income to its shareholders pursuant to IRC § 338 (h) (10). The tax consequences of this election and distribution under OCGA § 48-7-21 (b) are that Trawick must pay Georgia income tax on this gain.
Contrary to Trawick and the majority, OCGA § 48-7-21 (b) (7) does not alter this result. This statute provides: “All elections made by corporate taxpayers under the Internal Revenue Code of 1954 or the Internal Revenue Code of 1986 shall also apply under this article except elections involving consolidated corporate returns and Sub-chapter ‘S’ elections. . . .” Trawick contends that, because this statute recognizes elections by “corporate taxpayers,” the IRC § 338 (h) (10) election at issue in this case cannot be recognized because it was made by the shareholders of Trawick, not Trawick itself.3 This construction of the statute is erroneous, however, because it ignores the guiding taxation principle of OCGA § 48-7-21 (b) and leads to an illogical result.
[O]ne of the cardinal rules of statutory construction requires the courts to “consider the consequences of any proposed interpretation and not construe the statute to *604reach an unreasonable result unintended by the legislature. [Cit.]” Trust Co. Bank v. Ga. Superior Court Clerks’ Cooperative Auth., 265 Ga. 390 (1) (456 SE2d 571) (1995). “‘“The construction (of statutes) must square with common sense and sound reasoning.” ’ [Cit.]” Thornton v. Clarke County School Dist., 270 Ga. 633, 634 (1) (514 SE2d 11) (1999). Moreover, “[language in one part of the statute must be construed in light of the legislature’s intent as found in the whole statute. [Cit.]” Echols v. Thomas, 265 Ga. 474, 475 (458 SE2d 100) (1995).
Haugen v. Henry County, 277 Ga. 743, 745 (2) (594 SE2d 324) (2004). The legislature’s clear intent in this case was to ensure that a federal “S” corporation election would not allow a corporation to improperly circumvent Georgia corporate income tax. Given this fact, Trawick’s interpretation of OCGA § 48-7-21 (b) (7) cannot have merit unless this single provision is read in a vacuum, without consideration of the entire statute as a comprehensive whole. As indicated above, however, this is directly contrary to the rules of construction. In any event, as pointed out by the Court of Appeals, the IRC § 338 (h) (10) election in this case was approved by Trawick, as its Vice President-Finance signed the election documents on the corporation’s behalf.
Furthermore, if the election is not recognized in this case, the statutes will produce an inconsistent and illogical result that defies common sense, and we cannot support any statutory construction which “ ‘produces contradiction, absurdity or such an inconvenience as to insure that the legislature meant something else.’ ” TELECOM*USA v. Collins, 260 Ga. 362, 363 (1) (393 SE2d 235) (1990). Trawick contends that the election is inapplicable under Georgia law, and, as a result, no deemed sale of its assets occurred and it received no gain from any such deemed sale. At the same time, Trawick contends that there is a stepped-up basis for the sold assets as if the sale occurred for purposes of amortization and depreciation.4 This contention defies basic common sense. It cannot be maintained that the Legislature intended for the state to be financially whipsawed in this manner, especially in light of the rationale behind disregarding the pass-through nature of an “S” corporation for taxation purposes. Trawick’s faulty interpretation would create contradiction, absurdity, and inconvenience all at once. Id.
*605Decided March 1, 2010. Baker, Donelson, Bearman, Caldwell & Berkowitz, Robert G. Brazier, Steven G. Hall, Michael S. Evans, Nicholas C. Tomlinson, for appellant. Thurbert E. Baker, Attorney General, Warren R. Calvert, Senior Assistant Attorney General, Lourdes G. de Mendoza, Assistant Attorney General, for appellee.In addition, for purposes of OCGA § 48-7-21, the shareholders of an “S” corporation are, in essence, the corporate taxpayers. Georgia corporate income tax is “the corporation’s taxable income as defined in the Internal Revenue Code of 1986.” OCGA § 48-7-21 (a). However, an “S” corporation has no federal taxable income, as all of the income has been passed through to the shareholders. In Georgia, however, the shareholders must stand in the place of the corporate taxpayer, paying its tax from the proceeds passed through to them. The shareholders stand in the place of the corporation for purposes of paying income tax. In a like manner, they should also be considered to stand in the place of the corporation when making an IRC § 338 (h) (10) election. This interpretation fosters the entire reasoning behind the statute as a whole.
I am authorized to state that Justice Benham joins in this dissent.
This statute provides: "Subchapter `S' elections apply only if all stockholders are subject to tax in this state on their portion of the corporate income. If all nonresident stockholders pay the Georgia income tax on their portion of the corporate income, the election shall be allowed."
OCGA § 48-7-21 (a) provides:
. . . Georgia taxable net income of a corporation shall be the corporation’s taxable income from property owned or from business done in this state. A corporation’s taxable income from property owned or from business done in this state shall consist of the corporation’s taxable income as defined in the Internal Revenue Code of 1986, with the adjustments provided for in subsection (b) of this Code section and allocated and apportioned as provided in Code Section 48-7-31.
Under IRC § 338 (h) (10), the election to treat a stock purchase as a sale of assets is made “jointly by [the purchasing corporation] and . . . the [target] S corporation shareholders.”
As the Court of Appeals found, “[i]t is undisputed that Trawick received the tax benefit of a stepped-up basis in its assets as a result of the instant deemed sale, allowing it to claim increased depreciation and amortization deductions, thereby reducing its Georgia tax liability for subsequent periods.” Ga. Dept. of Revenue v. Trawick Constr. Co., 296 Ga. App. 275, 280 (2) (674 SE2d 350) (2009).