So..I googled and found this explanation:
When transfer property and liabilities GREATER THAN basis for transferer, then need to realize that gain of amount in excess of basis
A2: If this transfer qualifies under Sec. 351, the realized gain on the transfer is $10,000 ($50,000 realized – $40,000 adjusted basis). When property other than stock is received in a Sec. 351 transfer, gain is recognized to the extent of the lesser of the realized gain or the amount of other property received [Sec. 351(b)]. Hence, Mr. Brown's gain is limited to the $10,000 realized gain. If the transfer does not qualify under Sec. 351, the full gain of $10,000 would be recognized. Thus, in either case, $10,000 is the recognized gain.
CPA, CFE
CISA- Experience will be completed by August 2016