Internal Revenue Code:Sec. 368. Definitions relating to corporate reorganizations
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Contents |
Location in Internal Revenue Code
TITLE 26 - INTERNAL REVENUE CODE
Subtitle A - Income Taxes
CHAPTER 1 - NORMAL TAXES AND SURTAXES
Subchapter C - Corporate Distributions and Adjustments
PART III - CORPORATE ORGANIZATIONS AND REORGANIZATIONS
Subpart D - Special Rule; Definitions
Statute
Sec. 368. Definitions relating to corporate reorganizations
(a) Reorganization
(1) In general
For purposes of parts I and II and this part, the term
''reorganization'' means -
(A) a statutory merger or consolidation;
(B) the acquisition by one corporation, in exchange solely
for all or a part of its voting stock (or in exchange solely
for all or a part of the voting stock of a corporation which is
in control of the acquiring corporation), of stock of another
corporation if, immediately after the acquisition, the
acquiring corporation has control of such other corporation
(whether or not such acquiring corporation had control
immediately before the acquisition);
(C) the acquisition by one corporation, in exchange solely
for all or a part of its voting stock (or in exchange solely
for all or a part of the voting stock of a corporation which is
in control of the acquiring corporation), of substantially all
of the properties of another corporation, but in determining
whether the exchange is solely for stock the assumption by the
acquiring corporation of a liability of the other shall be
disregarded;
(D) a transfer by a corporation of all or a part of its
assets to another corporation if immediately after the transfer
the transferor, or one or more of its shareholders (including
persons who were shareholders immediately before the transfer),
or any combination thereof, is in control of the corporation to
which the assets are transferred; but only if, in pursuance of
the plan, stock or securities of the corporation to which the
assets are transferred are distributed in a transaction which
qualifies under section 354, 355, or 356;
(E) a recapitalization;
(F) a mere change in identity, form, or place of organization
of one corporation, however effected; or
(G) a transfer by a corporation of all or part of its assets
to another corporation in a title 11 or similar case; but only
if, in pursuance of the plan, stock or securities of the
corporation to which the assets are transferred are distributed
in a transaction which qualifies under section 354, 355, or
356.
(2) Special rules relating to paragraph (1)
(A) Reorganizations described in both paragraph (1)(C) and
paragraph (1)(D)
If a transaction is described in both paragraph (1)(C) and
paragraph (1)(D), then, for purposes of this subchapter (other
than for purposes of subparagraph (C)), such transaction shall
be treated as described only in paragraph (1)(D).
(B) Additional consideration in certain paragraph (1)(C) cases
If -
(i) one corporation acquires substantially all of the
properties of another corporation,
(ii) the acquisition would qualify under paragraph (1)(C)
but for the fact that the acquiring corporation exchanges
money or other property in addition to voting stock, and
(iii) the acquiring corporation acquires, solely for voting
stock described in paragraph (1)(C), property of the other
corporation having a fair market value which is at least 80
percent of the fair market value of all of the property of
the other corporation,
then such acquisition shall (subject to subparagraph (A) of
this paragraph) be treated as qualifying under paragraph
(1)(C). Solely for the purpose of determining whether clause
(iii) of the preceding sentence applies, the amount of any
liability assumed by the acquiring corporation shall be treated
as money paid for the property.
(C) Transfers of assets or stock to subsidiaries in certain
paragraph (1)(A), (1)(B), (1)(C), and (1)(G) cases
A transaction otherwise qualifying under paragraph (1)(A),
(1)(B), or (1)(C) shall not be disqualified by reason of the
fact that part or all of the assets or stock which were
acquired in the transaction are transferred to a corporation
controlled by the corporation acquiring such assets or stock.
A similar rule shall apply to a transaction otherwise
qualifying under paragraph (1)(G) where the requirements of
subparagraphs (A) and (B) of section 354(b)(1) are met with
respect to the acquisition of the assets.
(D) Use of stock of controlling corporation in paragraph (1)(A)
and (1)(G) cases
The acquisition by one corporation, in exchange for stock of
a corporation (referred to in this subparagraph as
''controlling corporation'') which is in control of the
acquiring corporation, of substantially all of the properties
of another corporation shall not disqualify a transaction under
paragraph (1)(A) or (1)(G) if -
(i) no stock of the acquiring corporation is used in the
transaction, and
(ii) in the case of a transaction under paragraph (1)(A),
such transaction would have qualified under paragraph (1)(A)
had the merger been into the controlling corporation.
(E) Statutory merger using voting stock of corporation
controlling merged corporation
A transaction otherwise qualifying under paragraph (1)(A)
shall not be disqualified by reason of the fact that stock of a
corporation (referred to in this subparagraph as the
''controlling corporation'') which before the merger was in
control of the merged corporation is used in the transaction,
if -
(i) after the transaction, the corporation surviving the
merger holds substantially all of its properties and of the
properties of the merged corporation (other than stock of the
controlling corporation distributed in the transaction); and
(ii) in the transaction, former shareholders of the
surviving corporation exchanged, for an amount of voting
stock of the controlling corporation, an amount of stock in
the surviving corporation which constitutes control of such
corporation.
(F) Certain transactions involving 2 or more investment
companies
(i) If immediately before a transaction described in
paragraph (1) (other than subparagraph (E) thereof), 2 or
more parties to the transaction were investment companies,
then the transaction shall not be considered to be a
reorganization with respect to any such investment company
(and its shareholders and security holders) unless it was a
regulated investment company, a real estate investment trust,
or a corporation which meets the requirements of clause (ii).
(ii) A corporation meets the requirements of this clause if
not more than 25 percent of the value of its total assets is
invested in the stock and securities of any one issuer, and
not more than 50 percent of the value of its total assets is
invested in the stock and securities of 5 or fewer issuers.
For purposes of this clause, all members of a controlled
group of corporations (within the meaning of section 1563(a))
shall be treated as one issuer. For purposes of this clause,
a person holding stock in a regulated investment company, a
real estate investment trust, or an investment company which
meets the requirements of this clause shall, except as
provided in regulations, be treated as holding its
proportionate share of the assets held by such company or
trust.
(iii) For purposes of this subparagraph the term
''investment company'' means a regulated investment company,
a real estate investment trust, or a corporation 50 percent
or more of the value of whose total assets are stock and
securities and 80 percent or more of the value of whose total
assets are assets held for investment. In making the
50-percent and 80-percent determinations under the preceding
sentence, stock and securities in any subsidiary corporation
shall be disregarded and the parent corporation shall be
deemed to own its ratable share of the subsidiary's assets,
and a corporation shall be considered a subsidiary if the
parent owns 50 percent or more of the combined voting power
of all classes of stock entitled to vote, or 50 percent or
more of the total value of shares of all classes of stock
outstanding.
(iv) For purposes of this subparagraph, in determining
total assets there shall be excluded cash and cash items
(including receivables). Government securities, and, under
regulations prescribed by the Secretary, assets acquired
(through incurring indebtedness or otherwise) for purposes of
meeting the requirements of clause (ii) or ceasing to be an
investment company.
(v) This subparagraph shall not apply if the stock of each
investment company is owned substantially by the same persons
in the same proportions.
(vi) If an investment company which does not meet the
requirements of clause (ii) acquires assets of another
corporation, clause (i) shall be applied to such investment
company and its shareholders and security holders as though
its assets had been acquired by such other corporation. If
such investment company acquires stock of another corporation
in a reorganization described in section 368(a)(1)(B), clause
(i) shall be applied to the shareholders of such investment
company as though they had exchanged with such other
corporation all of their stock in such company for stock
having a fair market value equal to the fair market value of
their stock of such investment company immediately after the
exchange. For purposes of section 1001, the deemed
acquisition or exchange referred to in the two preceding
sentences shall be treated as a sale or exchange of property
by the corporation and by the shareholders and security
holders to which clause (i) is applied.
(vii) For purposes of clauses (ii) and (iii), the term
''securities'' includes obligations of State and local
governments, commodity futures contracts, shares of regulated
investment companies and real estate investment trusts, and
other investments constituting a security within the meaning
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(36)).
(FOOTNOTE 1)
(FOOTNOTE 1) So in original. A reference to 15 U.S.C.
80a-2(a)(36) was probably intended.
((viii) Repealed. Pub. L. 98-369, div. A, title I, Sec.
174(b)(5)(D), July 18, 1984, 98 Stat. 707)
(G) Distribution requirement for paragraph (1)(C)
(i) In general
A transaction shall fail to meet the requirements of
paragraph (1)(C) unless the acquired corporation distributes
the stock, securities, and other properties it receives, as
well as its other properties, in pursuance of the plan of
reorganization. For purposes of the preceding sentence, if
the acquired corporation is liquidated pursuant to the plan
of reorganization, any distribution to its creditors in
connection with such liquidation shall be treated as pursuant
to the plan of reorganization.
(ii) Exception
The Secretary may waive the application of clause (i) to
any transaction subject to any conditions the Secretary may
prescribe.
(H) Special rules for determining whether certain transactions
are qualified under paragraph (1)(D)
For purposes of determining whether a transaction qualifies
under paragraph (1)(D) -
(i) in the case of a transaction with respect to which the
requirements of subparagraphs (A) and (B) of section
354(b)(1) are met, the term ''control'' has the meaning given
such term by section 304(c), and
(ii) in the case of a transaction with respect to which the
requirements of section 355 (or so much of section 356 as
relates to section 355) are met, the fact that the
shareholders of the distributing corporation dispose of part
or all of the distributed stock, or the fact that the
corporation whose stock was distributed issues additional
stock, shall not be taken into account.
(3) Additional rules relating to title 11 and similar cases
(A) Title 11 or similar case defined
For purposes of this part, the term ''title 11 or similar
case'' means -
(i) a case under title 11 of the United States Code, or
(ii) a receivership, foreclosure, or similar proceeding in
a Federal or State court.
(B) Transfer of assets in a title 11 or similar case
In applying paragraph (1)(G), a transfer of the assets of a
corporation shall be treated as made in a title 11 or similar
case if and only if -
(i) any party to the reorganization is under the
jurisdiction of the court in such case, and
(ii) the transfer is pursuant to a plan of reorganization
approved by the court.
(C) Reorganizations qualifying under paragraph (1)(G) and
another provision
If a transaction would (but for this subparagraph) qualify
both -
(i) under subparagraph (G) of paragraph (1), and
(ii) under any other subparagraph of paragraph (1) or under
section 332 or 351,
then, for purposes of this subchapter (other than section
357(c)(1)), such transaction shall be treated as qualifying
only under subparagraph (G) of paragraph (1).
(D) Agency receivership proceedings which involve financial
institutions
For purposes of subparagraphs (A) and (B), in the case of a
receivership, foreclosure, or similar proceeding before a
Federal or State agency involving a financial institution
referred to in section 581 or 591, the agency shall be treated
as a court.
(E) Application of paragraph (2)(E)(ii)
In the case of a title 11 or similar case, the requirement of
clause (ii) of paragraph (2)(E) shall be treated as met if -
(i) no former shareholder of the surviving corporation
received any consideration for his stock, and
(ii) the former creditors of the surviving corporation
exchanged, for an amount of voting stock of the controlling
corporation, debt of the surviving corporation which had a
fair market value equal to 80 percent or more of the total
fair market value of the debt of the surviving corporation.
(b) Party to a reorganization
For purposes of this part, the term ''a party to a
reorganization'' includes -
(1) a corporation resulting from a reorganization, and
(2) both corporations, in the case of a reorganization
resulting from the acquisition by one corporation of stock or
properties of another.
In the case of a reorganization qualifying under paragraph (1)(B)
or (1)(C) of subsection (a), if the stock exchanged for the stock
or properties is stock of a corporation which is in control of the
acquiring corporation, the term ''a party to a reorganization''
includes the corporation so controlling the acquiring corporation.
In the case of a reorganization qualifying under paragraph (1)(A),
(1)(B), or (1)(C), or (1)(G) of subsection (a) by reason of
paragraph (2)(C) of subsection (a), the term ''a party to a
reorganization'' includes the corporation controlling the
corporation to which the acquired assets or stock are transferred.
In the case of a reorganization qualifying under paragraph (1)(A)
or (1)(G) of subsection (a) by reason of paragraph (2)(D) of that
subsection, the term ''a party to a reorganization'' includes the
controlling corporation referred to in such paragraph (2)(D). In
the case of a reorganization qualifying under subsection (a)(1)(A)
by reason of subsection (a)(2)(E), the term ''party to a
reorganization'' includes the controlling corporation referred to
in subsection (a)(2)(E).
(c) Control defined
For purposes of part I (other than section 304), part II, this
part, and part V, the term ''control'' means the ownership of stock
possessing at least 80 percent of the total combined voting power
of all classes of stock entitled to vote and at least 80 percent of
the total number of shares of all other classes of stock of the
corporation.
Sources
(Aug. 16, 1954, ch. 736, 68A Stat. 120; Pub. L. 88-272, title II,
Sec. 218(a), (b), Feb. 26, 1964, 78 Stat. 57; Pub. L. 90-621, Sec.
1(a), (b), Oct. 22, 1968, 82 Stat. 1310, 1311; Pub. L. 91-693, Sec.
1(a), (b), Jan. 12, 1971, 84 Stat. 2077; Pub. L. 94-455, title
VIII, Sec. 806(f)(1), title XXI, Sec. 2131(a), Oct. 4, 1976, 90
Stat. 1605, 1922; Pub. L. 95-600, title VII, Sec. 701(j)(1), Nov.
6, 1978, 92 Stat. 2905; Pub. L. 96-589, Sec. 4(a)-(d), (h)(3), (4),
Dec. 24, 1980, 94 Stat. 3401-3403, 3405; Pub. L. 97-34, title II,
Sec. 241, Aug. 13, 1981, 95 Stat. 254; Pub. L. 97-248, title II,
Sec. 225(a), Sept. 3, 1982, 96 Stat. 490; Pub. L. 97-448, title
III, Sec. 304(b), (c), Jan. 12, 1983, 96 Stat. 2398; Pub. L.
98-369, div. A, title I, Sec. 63(a), 64(a), 174(b)(5)(D), July 18,
1984, 98 Stat. 583, 584, 707; Pub. L. 99-514, title VI, Sec.
621(e)(1), title IX, Sec. 904(a), title XVIII, Sec. 1804(g)(2),
(h), 1879(l)(1), Oct. 22, 1986, 100 Stat. 2266, 2385, 2806, 2909;
Pub. L. 100-647, title I, Sec. 1018(q)(5), title IV, Sec.
4012(b)(1)(A), Nov. 10, 1988, 102 Stat. 3586, 3656; Pub. L. 101-73,
title XIV, Sec. 1401(a)(1), (b)(1), Aug. 9, 1989, 103 Stat. 548,
549; Pub. L. 105-34, title X, Sec. 1012(c)(2), Aug. 5, 1997, 111
Stat. 917; Pub. L. 105-206, title VI, Sec. 6010(c)(3)(B), July 22,
1998, 112 Stat. 813; Pub. L. 105-277, div. J, title IV, Sec.
4003(f)(2), Oct. 21, 1998, 112 Stat. 2681-910; Pub. L. 106-36,
title III, Sec. 3001(a)(3), June 25, 1999, 113 Stat. 182.)
References in Text
REFERENCES IN TEXT
The Investment Company Act of 1940, referred to in subsec.
(a)(2)(F)(vii), is title I of act Aug. 22, 1940, ch. 686, 54 Stat.
789, as amended, which is classified generally to subchapter I
(Sec. 80a-1 et seq.) of chapter 2D of Title 15, Commerce and Trade.
For complete classification of this Act to the Code, see section
80a-51 of Title 15 and Tables.
Miscellaneous
AMENDMENTS
1999 - Subsec. (a)(1)(C). Pub. L. 106-36, Sec. 3001(a)(3)(A),
struck out '', or the fact that property acquired is subject to a
liability,'' before ''shall be disregarded''.
Subsec. (a)(2)(B). Pub. L. 106-36, Sec. 3001(a)(3)(B), which
directed amendment of concluding provisions by striking out '', and
the amount of any liability to which any property acquired from the
acquiring corporation is subject,'', was executed by striking out
'', and the amount of any liability to which any property acquired
by the acquiring corporation is subject,'' after ''acquiring
corporation'', to reflect the probable intent of Congress.
1998 - Subsec. (a)(2)(H)(ii). Pub. L. 105-277 inserted '', or the
fact that the corporation whose stock was distributed issues
additional stock,'' after ''dispose of part or all of the
distributed stock''.
Pub. L. 105-206 amended cl. (ii) generally. Prior to amendment,
cl. (ii) read as follows: ''in the case of a transaction with
respect to which the requirements of section 355 are met, the
shareholders described in paragraph (1)(D) shall be treated as
having control of the corporation to which the assets are
transferred if such shareholders own (immediately after the
distribution) stock possessing -
''(I) more than 50 percent of the total combined voting power
of all classes of stock of such corporation entitled to vote, and
''(II) more than 50 percent of the total value of shares of all
classes of stock of such corporation.''
1997 - Subsec. (a)(2)(H). Pub. L. 105-34 amended heading and text
of subpar. (H) generally. Prior to amendment, text read as
follows: ''In the case of any transaction with respect to which the
requirements of subparagraphs (A) and (B) of section 354(b)(1) are
met, for purposes of determining whether such transaction qualifies
under subparagraph (D) of paragraph (1), the term 'control' has the
meaning given to such term by section 304(c).''
1989 - Subsec. (a)(3)(D). Pub. L. 101-73, Sec. 1401(b)(1),
repealed amendment made by Pub. L. 99-514, Sec. 904(a), see 1986
Amendment note below.
Pub. L. 101-73, Sec. 1401(a)(1), inserted ''receivership'' in
heading and amended text generally, changing the structure of the
subparagraph from one consisting of five clauses designated (i) to
(v) to one consisting of a single undesignated subparagraph.
1988 - Subsec. (a)(2)(F)(ii). Pub. L. 100-647, Sec. 1018(q)(5),
struck out ''(other than stock in a regulated investment company, a
real estate investment trust, or an investment company which meets
the requirements of this clause (ii))'' after ''any one issuer''
and after ''or fewer issuers'' and inserted at end ''For purposes
of this clause, a person holding stock in a regulated investment
company, a real estate investment trust, or an investment company
which meets the requirements of this clause shall, except as
provided in regulations, be treated as holding its proportionate
share of the assets held by such company or trust.''
Subsec. (a)(3)(D)(iv), (v). Pub. L. 100-647, Sec. 4012(b)(1)(A),
amended subpar. (D), as in effect before the amendment made by
section 904(a) of Pub. L. 99-514, by adding cls. (iv) and (v).
1986 - Subsec. (a)(2)(A). Pub. L. 99-514, Sec. 1804(h)(3),
inserted ''(other than for purposes of subparagraph (C))'' after
''subchapter''.
Subsec. (a)(2)(F)(ii). Pub. L. 99-514, Sec. 1879(l)(1), amended
cl. (ii) generally. Prior to amendment, cl. (ii) read as follows:
''A corporation meets the requirements of this clause if not more
than 25 percent of the value of its total assets is invested in the
stock and securities of any one issuer, and not more than 50
percent of the value of its total assets is invested in the stock
and securities of 5 or fewer issuers. For purposes of this clause,
all members of a controlled group of corporations (within the
meaning of section 1563(a)) shall be treated as one issuer.''
Subsec. (a)(2)(G)(i). Pub. L. 99-514, Sec. 1804(g)(2), inserted
''For purposes of the preceding sentence, if the acquired
corporation is liquidated pursuant to the plan of reorganization,
any distribution to its creditors in connection with such
liquidation shall be treated as pursuant to the plan of
reorganization.''
Subsec. (a)(2)(H). Pub. L. 99-514, Sec. 1804(h)(2), added subpar.
(H).
Subsec. (a)(3)(D). Pub. L. 99-514, Sec. 904(a), (c)(1), as
amended by Pub. L. 100-647, Sec. 4012(a)(1), which (applicable to
acquisitions after Dec. 31, 1989, in taxable years ending after
such date) directed amendment of subpar. (D) to read as follows:
''(D) Agency receivership proceedings which involve financial
institutions. - For purposes of subparagraphs (A) and (B), in the
case of a receivership, foreclosure, or similar proceeding before a
Federal or State agency involving a financial institution referred
to in section 581 or 591, the agency shall be treated as a court.''
was repealed by Pub. L. 101-73, Sec. 1401(b)(1), (c)(4), eff. Oct.
22, 1986, and I.R.C. of 1986 applicable as if the amendments made
by such section had not been enacted.
Subsec. (c). Pub. L. 99-514, Sec. 1804(h)(1), in amending subsec.
(c) generally, struck out par. (1) designation and struck out par.
(2) defining term ''control'' as having meaning given to such term
by section 304(c) in case of any transaction with respect to which
requirements of subpars. (A) and (B) of section 354(b)(1) are met,
for purposes of determining whether such transaction is described
in subpar. (D) of subsec. (a)(1).
Pub. L. 99-514, Sec. 621(e)(1), repealed amendment by Pub. L.
94-455, Sec. 806(f)(1). See 1976 Amendment note below.
1984 - Subsec. (a)(2)(F)(viii). Pub. L. 98-369, Sec.
174(b)(5)(D), struck out cl. (viii) which provided that in applying
paragraph (3) of section 267(b) in respect of any transaction to
which this subparagraph applies, the reference to a personal
holding company in such paragraph (3) be treated as including a
reference to an investment company and the determination of whether
a corporation is an investment company be made as of the time
immediately before the transaction instead of with respect to the
taxable year referred to in such paragraph (3).
Subsec. (a)(2)(G). Pub. L. 98-369, Sec. 63(a), added subpar. (G).
Subsec. (c). Pub. L. 98-369, Sec. 64(a), designated existing
provisions as par. (1) and added par. (2).
1983 - Subsec. (a)(2)(C). Pub. L. 97-448, Sec. 304(b), struck out
''or stock'' after ''acquisition of the assets''.
Subsec. (a)(3)(B)(i). Pub. L. 97-448, Sec. 304(c), substituted
''any party to the reorganization'' for ''such corporation''.
1982 - Subsec. (a)(1)(F). Pub. L. 97-248 inserted ''of one
corporation'' after ''place of organization''.
1981 - Subsec. (a)(3)(D). Pub. L. 97-34 substituted ''Agency
proceedings'' for ''Agency receivership proceedings'' in heading,
incorporated existing provisions in text designated cl. (i),
inserted in cl. (i)(II) definition for term ''title 11 or similar
case'', and added cls. (ii) and (iii).
1980 - Subsec. (a)(1)(G). Pub. L. 96-589, Sec. 4(a), (h)(3),
added subpar. (G).
Subsec. (a)(2)(C). Pub. L. 96-589, Sec. 4(c), inserted provision
that a similar rule would apply to a transaction otherwise
qualifying under par. (1)(G), where the requirements of subpars.
(A) and (B) of section 354(b)(1) are met with respect to the
acquisition of the assets or stock.
Subsec. (a)(2)(D). Pub. L. 96-589, Sec. 4(d), among other
changes, inserted reference to par. (1)(G).
Subsec. (a)(3). Pub. L. 96-589, Sec. 4(b), added par. (3).
Subsec. (b). Pub. L. 96-589, Sec. 4(h)(4), substituted
''paragraph (1)(A), (1)(B), (1)(C), or (1)(G) of subsection (a) by
reason of paragraph (2)(C)'' and ''paragraph (1)(A) or (1)(G) of
subsection (a) by reason of paragraph (2)(D)'' for ''paragraph
(1)(A), (1)(B), or (1)(C) of subsection (a) by reason of paragraph
(2)(C)'' and ''paragraph (1)(A) of subsection (a) by reason of
paragraph (2)(D)'', respectively.
1978 - Subsec. (a)(2)(F). Pub. L. 95-600 substituted in cl.
(iii), first sentence, ''50 percent or more'' and ''80 percent or
more'' for ''more than 50 percent'' and ''more than 80 percent'';
substituted in cl. (vi), first sentence, ''does not meet the
requirements'' for ''is not diversified within the meaning'';
struck from cl. (vi), second sentence, ''(hereafter referred to as
the ('actual acquisition')'' after ''section 368(a)(1)(B)'' and
''and security holders'' after ''the shareholders'' and substituted
''stock in such company for stock having a fair market value equal
to the fair market value of their stock of such investment company
immediately after the exchange'' for ''stock in such investment
company for a percentage of the value of the total outstanding
stock of the other corporation equal to the percentage of the value
of the total outstanding stock of such investment company which
such shareholders own immediately after the actual acquisition'';
and added cls. (vii) and (viii).
1976 - Subsec. (a)(2)(F). Pub. L. 94-455, Sec. 2131(a), added
subpar. (F).
Subsec. (c). Pub. L. 94-455, Sec. 806(f)(1), which substituted
''this part, and Part V,'' for ''and this part,'' was repealed by
Pub. L. 99-514, Sec. 621(e)(1). See Effective Date of 1986 and 1976
Amendment notes below.
1971 - Subsec. (a)(2)(E). Pub. L. 91-693, Sec. 1(a), added
subpar. (E).
Subsec. (b). Pub. L. 91-693, Sec. 1(b), defined ''party to a
reorganization'' in the case of a reorganization qualifying under
subsection (a)(1)(A) by reason of subsection (a)(2)(E).
1968 - Subsec. (a)(2)(D). Pub. L. 90-621, Sec. 1(a), added
subpar. (D).
Subsec. (b). Pub. L. 90-621, Sec. 1(b), inserted reference to the
inclusion of the controlling corporation in term ''a party to a
reorganization'' in reorganizations qualifying under paragraph
(1)(A) of subsection (a) by reason of paragraph (2)(D) of
subsection (a).
1964 - Subsec. (a). Pub. L. 88-272, Sec. 218(a), (b)(1), inserted
''(or in exchange solely for all or a part of the voting stock of a
corporation which is in control of the acquiring corporation)'' in
par. (1)(B), and in par. (2)(C), inserted references to par.
(1)(B), and substituted ''assets or stock'' for ''assets'' wherever
appearing.
Subsec. (b). Pub. L. 88-272, Sec. 218(b)(2), inserted references
to par. (1)(B) wherever appearing.
EFFECTIVE DATE OF 1999 AMENDMENT
Amendment by Pub. L. 106-36 applicable to transfers after Oct.
18, 1998, see section 3001(e) of Pub. L. 106-36, set out as a note
under section 351 of this title.
EFFECTIVE DATE OF 1998 AMENDMENTS
Amendment by Pub. L. 105-277 effective as if included in the
provision of the Taxpayer Relief Act of 1997, Pub. L. 105-34, to
which such amendment relates, see section 4003(l) of Pub. L.
105-277, set out as a note under section 86 of this title.
Amendment by Pub. L. 105-206 effective, except as otherwise
provided, as if included in the provisions of the Taxpayer Relief
Act of 1997, Pub. L. 105-34, to which such amendment relates, see
section 6024 of Pub. L. 105-206, set out as a note under section 1
of this title.
EFFECTIVE DATE OF 1997 AMENDMENT
Amendment by Pub. L. 105-34 applicable, with certain exceptions,
to transfers after Aug. 5, 1997, see section 1012(d) of Pub. L.
105-34, set out as a note under section 351 of this title.
EFFECTIVE DATE OF 1989 AMENDMENTS
Repeal of amendment by section 904(a) of Pub. L. 99-514 effective
Oct. 22, 1986, and I.R.C. of 1986 applicable as if the amendment
had not been enacted, see section 1401(b)(1) of Pub. L. 101-73, set
out as a Repeal of Provisions Relating to Repeal of Special
Reorganization Rules for Financial Institutions note set out under
section 597 of this title, and section 1401(c)(4) of Pub. L.
101-73, set out as Effective Date of 1989 Amendment note under
section 597 of this title.
Section 1401(c)(1) of Pub. L. 101-73 provided that: ''The
amendment made by subsection (a)(1) (amending this section) shall
apply to acquisitions on or after May 10, 1989.''
EFFECTIVE DATE OF 1988 AMENDMENT
Amendment by section 1018(q)(5) of Pub. L. 100-647 effective,
except as otherwise provided, as if included in the provision of
the Tax Reform Act of 1986, Pub. L. 99-514, to which such amendment
relates, see section 1019(a) of Pub. L. 100-647, set out as a note
under section 1 of this title.
Section 4012(b)(1)(C)(i) of Pub. L. 100-647 provided that: ''The
amendment made by subparagraph (A) (amending this section) shall
apply to acquisitions after the date of the enactment of this Act
(Nov. 10, 1988) and before January 1, 1990.''
EFFECTIVE DATE OF 1986 AMENDMENT
Repeal of amendment by section 806(f)(1) of Pub. L. 94-455
effective Jan. 1, 1986, with certain exceptions, see section
621(f)(2) of Pub. L. 99-514, set out as a note under section 382 of
this title.
Section 904(c)(1) of Pub. L. 99-514, as amended by Pub. L.
100-647, title IV, Sec. 4012(a)(1), Nov. 10, 1988, 102 Stat. 3656,
which provided that the amendments made by subsection (a), amending
this section, were to apply to acquisitions after Dec. 31, 1989, in
taxable years ending after such date, was repealed by Pub. L.
101-73, title XIV, Sec. 1401(b)(1), Aug. 9, 1989, 103 Stat. 549.
Amendment by section 1804(g)(2) of Pub. L. 99-514 applicable to
plans of reorganizations adopted after Oct. 22, 1986, see section
1804(g)(4) of Pub. L. 99-514, set out as a note under section 361
of this title.
Amendment by section 1804(h) of Pub. L. 99-514 effective, except
as otherwise provided, as if included in the provisions of the Tax
Reform Act of 1984, Pub. L. 98-369, div. A, to which such
amendment relates, see section 1881 of Pub. L. 99-514, set out as a
note under section 48 of this title.
Section 1879(l)(2) of Pub. L. 99-514 provided that: ''The
amendment made by this subsection (amending this section) shall
apply as if included in section 2131 of the Tax Reform Act of 1976
(Pub. L. 94-455).''
EFFECTIVE DATE OF 1984 AMENDMENT
Amendment by section 63(a) of Pub. L. 98-369 applicable to
transactions pursuant to plans adopted after July 18, 1984, see
section 63(c) of Pub. L. 98-369, set out as a note under section
312 of this title.
Section 64(b) of Pub. L. 98-369 provided that: ''The amendments
made by this section (amending this section) shall apply to
transactions pursuant to plans adopted after the date of the
enactment of this Act (July 18, 1984).''
Amendment by section 174(b)(5)(D) of Pub. L. 98-369 applicable to
transactions after Dec. 31, 1983, in taxable years ending after
that date, see section 174(c)(2)(A) of Pub. L. 98-369, set out as a
note under section 267 of this title.
EFFECTIVE DATE OF 1983 AMENDMENT
Section 311(b)(2) of Pub. L. 97-448 provided that: ''The
amendment made by subsection (b) of section 304 (amending this
section) shall take effect as if included in the amendments made by
section 4 of such Act (Pub. L. 96-589, the Bankruptcy Tax Act of
1980, see 1980 Amendment notes above).''
EFFECTIVE DATE OF 1982 AMENDMENT
Section 225(b) of Pub. L. 97-248 provided that:
''(1) In general. - Except as provided in paragraph (2), the
amendment made by subsection (a) (amending this section) shall
apply with respect to transactions occurring after August 31, 1982.
''(2) Plans adopted on or before august 31, 1982. - The amendment
made by subsection (a) shall not apply with respect to plans of
reorganization adopted on or before August 31, 1982, but only if
the transaction occurs before January 1, 1983.''
EFFECTIVE DATE OF 1981 AMENDMENT
Section 246(a) of Pub. L. 97-34 provided that: ''The amendment
made by sections 241 and 242 (amending this section and section 382
of this title) shall apply to any transfer made on or after January
1, 1981.''
EFFECTIVE DATE OF 1980 AMENDMENT
Amendment by Pub. L. 96-589 applicable to bankruptcy cases or
similar judicial proceedings commencing after Dec. 31, 1980, with
exception permitting the debtor to make the amendment applicable to
such cases or proceedings commencing after Sept. 30, 1979, see
section 7(c)(1), (f) of Pub. L. 96-589, set out as a note under
section 108 of this title.
EFFECTIVE DATE OF 1978 AMENDMENT
Section 701(j)(2) of Pub. L. 95-600, as amended by Pub. L.
99-514, Sec. 2, Oct. 22, 1986, 100 Stat. 2095, provided that:
''(A) Except as provided in subparagraphs (B) and (C), the
amendments made by paragraph (1) (amending this section) shall
apply as if included in section 368(a)(2)(F) of the Internal
Revenue Code of 1986 (formerly I.R.C. 1954) as added by section
2131(a) of the Tax Reform Act of 1976 (Pub. L. 94-455, title XX,
Sec. 2131(a), Oct. 4, 1976, 90 Stat. 1922).
''(B) Clause (viii) of section 368(a)(2)(F) of the Internal
Revenue Code of 1986 (as added by paragraph (1)) shall apply only
with respect to losses sustained after September 26, 1977.
''(C) Clause (vii) of section 368(a)(2)(F) of the Internal
Revenue Code of 1986 (as added by paragraph (1)) shall apply only
with respect to transfers made after September 26, 1977.''
EFFECTIVE DATE OF 1976 AMENDMENT
Section 2131(f)(1), (2) of Pub. L. 94-455, as amended by Pub. L.
99-514, Sec. 2, Oct. 22, 1986, 100 Stat. 2095, provided that:
''(1) Except as provided in paragraph (2), the amendment made by
subsection (a) (amending this section) shall apply to transfers
made after February 17, 1976, in taxable years ending after such
date.
''(2) The amendment made by subsection (a) shall not apply to
transfers made in accordance with a ruling issued by the Internal
Revenue Service before February 18, 1976, holding that a proposed
transaction would be a reorganization described in paragraph (1) of
section 368(a) of the Internal Revenue Code of 1986 (formerly
I.R.C. 1954).''
For effective date of amendment by section 806(f)(1) of Pub. L.
94-455, see section 806(g)(2), (3) of Pub. L. 94-455, formerly set
out as a note under section 382 of this title.
EFFECTIVE DATE OF 1971 AMENDMENT
Section 1(c) of Pub. L. 91-693 provided that: ''The amendments
made by this section (amending this section) shall apply to
statutory mergers occurring after December 31, 1970.''
EFFECTIVE DATE OF 1968 AMENDMENT
Section 1(c) of Pub. L. 90-621 provided that: ''The amendments
made by subsections (a) and (b) (amending this section) shall apply
to statutory mergers occurring after the date of the enactment of
this Act (Oct. 22, 1968).''
EFFECTIVE DATE OF 1964 AMENDMENT
Section 218(c) of Pub. L. 88-272 provided that: ''The amendments
made by this section (amending this section) shall apply with
respect to transactions after December 31, 1963, in taxable years
ending after such date.''
PLAN AMENDMENTS NOT REQUIRED UNTIL JANUARY 1, 1989
For provisions directing that if any amendments made by subtitle
A or subtitle C of title XI (Sec. 1101-1147 and 1171-1177) or title
XVIII (Sec. 1800-1899A) of Pub. L. 99-514 require an amendment to
any plan, such plan amendment shall not be required to be made
before the first plan year beginning on or after Jan. 1, 1989, see
section 1140 of Pub. L. 99-514, as amended, set out as a note under
section 401 of this title.
References
SECTION REFERRED TO IN OTHER SECTIONS
This section is referred to in sections 108, 171, 247, 249, 279,
306, 312, 351, 354, 355, 357, 367, 381, 382, 384, 402, 453, 512,
542, 584, 995, 1042, 1202, 1244, 1278, 4912, 4920, 4978, 6166, 6901
of this title; title 12 section 1717.
