Announcement 2007-25

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Internal Revenue Bulletin:

2007-10 March 5, 2007

Announcement 2007-25

Corporate Reorganizations; Distributions Under Sections 368(a)(1)(D) and 354(b)(1)(B)



Internal Revenue Service (IRS), Treasury.


Final and temporary regulations; correction notice.


This document contains corrections to temporary regulations (T.D. 9303, 2007-5 I.R.B. 379) that was published in the Federal Register on Tuesday, December 19, 2006 (71 FR 75879) regarding the qualification of certain transactions as reorganizations described in section 368(a)(1)(D).


These corrections are effective December 19, 2006.


Bruce A. Decker at (202) 622-7550 (not a toll-free number).



The temporary regulations (T.D. 9303) that is the subject of these corrections are under sections 368 and 354 of the Internal Revenue Code.

Need for Correction

As published, the temporary regulations (T.D. 9303) contain errors that may prove to be misleading and are in need of correction.

Correction of Publication

Accordingly, the temporary regulations (T.D. 9303) that was the subject of FR Doc. E6-21565, is corrected as follows:

1. On page 75879, column 1, in the preamble, under the caption “SUMMARY:”, line 9, the language “securities of the acquiring corporation is” is corrected to read “securities of the acquiring corporation are.”

2. On page 75880, column 1, in the preamble, under the paragraph heading “Background”, first full paragraph of the column, line 5, the language “its operating assets to Y for $34x dollars,” is corrected to read “its operating assets to Y for $34x,.”

3. On page 75880, column 1, in the preamble, under the paragraph heading “Background”, second full paragraph of the column, line 7, the language “requirements of section 354 and 356, is corrected to read “requirements of sections 354 and 356,.”

4. On page 75881, column 1, in the preamble, under the paragraph heading “Special Analyses”, line 7 from the bottom of the paragraph, the language “published elsewhere in this Federal” is corrected to read “published elsewhere in this issue of the Federal.”

* * * * *


Paragraph 1. The authority citation for part 1 continues to read in part as follows:

Authority: 26 U.S.C. 7805 * * *

§ 1.368-2T [Corrected]

Par. 2. Section 1.368-2T is amended by revising paragraph (l)(1) to read as follows:

§ 1.368-2T Definition of terms (temporary).

* * * * *

(l) * * *

1) General rule. In order to qualify as a reorganization under section 368(a)(1)(D), a corporation (transferor corporation) must transfer all or part of its assets to another corporation (transferee corporation) and immediately after the transfer the transferor corporation, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, must be in control of the transferee corporation; but only if, in pursuance of the plan, stock or securities of the transferee corporation are distributed in a transaction which qualifies under section 354, 355, or 356.

* * * * *

LaNita Van Dyke,
Chief, Publications and Regulations Branch,
Legal Processing Division,
Office of Associate Chief Counsel
(Procedure and Administration).


(Filed by the Office of the Federal Register on January 23, 2007, 8:45 a.m., and published in the issue of the Federal Register for January 24, 2007, 72 F.R. 3057)

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