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Internal Revenue Code, § 368. Definitions Relating To Corporate Reorganizations

I.R.C. § 368(a) Reorganization
I.R.C. § 368(a)(1) In General
For purposes of parts I and II and this part, the term “reorganization” means—
I.R.C. § 368(a)(1)(A)
a statutory merger or consolidation;
I.R.C. § 368(a)(1)(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);
I.R.C. § 368(a)(1)(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;
I.R.C. § 368(a)(1)(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;
I.R.C. § 368(a)(1)(E)
a recapitalization;
I.R.C. § 368(a)(1)(F)
a mere change in identity, form, or place of organization of one corporation, however effected; or
I.R.C. § 368(a)(1)(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.
I.R.C. § 368(a)(2) Special Rules Relating To Paragraph (1)
I.R.C. § 368(a)(2)(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).
I.R.C. § 368(a)(2)(B) Additional Consideration In Certain Paragraph (1)(C) Cases
If—
I.R.C. § 368(a)(2)(B)(i)
one corporation acquires substantially all of the properties of another corporation,
I.R.C. § 368(a)(2)(B)(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
I.R.C. § 368(a)(2)(B)(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.
I.R.C. § 368(a)(2)(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.
I.R.C. § 368(a)(2)(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.R.C. § 368(a)(2)(D)(i)
no stock of the acquiring corporation is used in the transaction, and
I.R.C. § 368(a)(2)(D)(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.
I.R.C. § 368(a)(2)(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.R.C. § 368(a)(2)(E)(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
I.R.C. § 368(a)(2)(E)(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.
I.R.C. § 368(a)(2)(F) Certain Transactions Involving 2 Or More Investment Companies
I.R.C. § 368(a)(2)(F)(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).
I.R.C. § 368(a)(2)(F)(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.
I.R.C. § 368(a)(2)(F)(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.
I.R.C. § 368(a)(2)(F)(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.
I.R.C. § 368(a)(2)(F)(v)
This subparagraph shall not apply if the stock of each investment company is owned substantially by the same persons in the same proportions.
I.R.C. § 368(a)(2)(F)(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.
I.R.C. § 368(a)(2)(F)(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(a)(36)).
[(viii) Repealed. Pub. L. 98-369, div. A, title I, 174(b)(5)(D), July 18, 1984, 98 Stat. 707]
I.R.C. § 368(a)(2)(G) Distribution Requirement For Paragraph (1)(C)
I.R.C. § 368(a)(2)(G)(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.
I.R.C. § 368(a)(2)(G)(ii) Exception
The Secretary may waive the application of clause (i) to any transaction subject to any conditions the Secretary may prescribe.
I.R.C. § 368(a)(2)(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.R.C. § 368(a)(2)(H)(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
I.R.C. § 368(a)(2)(H)(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.
I.R.C. § 368(a)(3) Additional Rules Relating To Title 11 And Similar Cases
I.R.C. § 368(a)(3)(A) Title 11 Or Similar Case Defined
For purposes of this part, the term “title 11 or similar case” means—
I.R.C. § 368(a)(3)(A)(i)
a case under title 11 of the United States Code, or
I.R.C. § 368(a)(3)(A)(ii)
a receivership, foreclosure, or similar proceeding in a Federal or State court.
I.R.C. § 368(a)(3)(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.R.C. § 368(a)(3)(B)(i)
any party to the reorganization is under the jurisdiction of the court in such case, and
I.R.C. § 368(a)(3)(B)(ii)
the transfer is pursuant to a plan of reorganization approved by the court.
I.R.C. § 368(a)(3)(C) Reorganizations Qualifying Under Paragraph (1)(G) And Another Provision
If a transaction would (but for this subparagraph) qualify both—
I.R.C. § 368(a)(3)(C)(i)
under subparagraph (G) of paragraph (1), and
I.R.C. § 368(a)(3)(C)(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).
I.R.C. § 368(a)(3)(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.
I.R.C. § 368(a)(3)(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.R.C. § 368(a)(3)(E)(i)
no former shareholder of the surviving corporation received any consideration for his stock, and
I.R.C. § 368(a)(3)(E)(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.
I.R.C. § 368(b) Party To A Reorganization
For purposes of this part, the term “a party to a reorganization" includes—
I.R.C. § 368(b)(1)
a corporation resulting from a reorganization, and
I.R.C. § 368(b)(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), (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).
I.R.C. § 368(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.
(Aug. 16, 1954, ch. 736, 68A Stat. 120; Feb. 26, 1964, Pub. L. 88-272, title II, 218(a), (b), 78 Stat. 57; Oct. 22, 1968, Pub. L. 90-621, 1(a), (b), 82 Stat. 1310, 1311; Jan. 12, 1971, Pub. L. 91-693, 1(a), (b), 84 Stat. 2077; Oct. 4, 1976, Pub. L. 94-455, title VIII, 806(f)(1), title XXI, 2131(a), 90 Stat. 1605, 1922; Nov. 6, 1978, Pub. L. 95-600, title VII, 701(j)(1), 92 Stat. 2905; Dec. 24, 1980, Pub. L. 96-589, 4(a)-(d), (h)(3), (4), 94 Stat. 3401-3403, 3405; Aug. 13, 1981, Pub. L. 97-34, title II, 241, 95 Stat. 254; Sept. 3, 1982, Pub. L. 97-248, title II, 225(a), 96 Stat. 490; Jan. 12, 1983, Pub. L. 97-448, title III, 304(b), (c), 96 Stat. 2398; July 18, 1984, Pub. L. 98-369, div. A, title I, 63(a), 64(a), 174(b)(5)(D), 98 Stat. 583, 584, 707; Oct. 22, 1986, Pub. L. 99-514, title VI, 621(e)(1), title IX, 904(a), title XVIII, 1804(g)(2), (h), 1879(l)(1), 100 Stat. 2266, 2385, 2806, 2909; Nov. 10, 1988, Pub. L. 100-647, title I, 1018(q)(5), title IV, 4012(b)(1)(A), 102 Stat. 3586, 3656; Pub. L. 105-34, title X, Sec. 1012(c)(2), Aug. 5, 1997, 111 Stat 788; Pub. L. 105-206, title VI, Sec. 6010(c)(3)(B), July 22, 1998, 112 Stat 685; Pub. L. 105-277, title IV, Sec. 4003(f)(2), Oct. 21, 1998, 112 Stat 2681; Pub. L. 106-36, title III, Sec. 3001(a)(3), June 25, 1999, 113 Stat. 127; Pub. L. 115-141, Div. U, title IV, Sec. 401(a)(68), Mar. 23, 2018, 132 Stat. 348.)
BACKGROUND NOTES
AMENDMENT OF SUBSECTION (a)(3)(D)
Pub. L. 99-514, title IX, 904(a), (c)(1), Oct. 22, 1986, 100 Stat. 2385, as amended by Pub. L. 100-647, title IV, 4012(a)(1), Nov. 10, 1988, 102 Stat. 3656, provided that, applicable to acquisitions after Dec. 31, 1989, in taxable years ending after such date, subpar. (D) of subsec. (a)(3) of this section is amended 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.
AMENDMENTS
2018--Subsec. (a)(2)(F)(vii). Pub. L. 115-141, Div. U, Sec. 401(a)(68), amended clause (vii) by substituting ‘‘(15 U.S.C. 80a–2(a)(36))” for ‘‘(15 U.S.C. 80a–2(36))”.
1999--Subsec. (a)(1)(C). Pub. L. 106-36, Sec. 3001(a)(3)(A), amended subpar. (C) by striking “, or the fact that property acquired is subject to a liability,” after “liability of the other”.
Subsec. (a)(2)(B). Pub. L. 106-36, Sec. 3001(a)(3)(B), amended subpar. (B) by striking “, and the amount of any liability to which any property acquired from the acquiring corporation is subject,” after “liability assumed by the acquiring corporation" in the flush language.
1998--Subsec. (a)(2)(H)(ii). Pub. L. 105-277, Sec. 4003(f)(2), amended clause (ii) by inserting “, or the fact that the corporation whose stock was distributed issues additional stock,” after “dispose of part or all of the distributed stock”.
Subsec. (a)(2)(H)(ii). Pub. L. 105-206, Sec. 6010(c)(3)(B), amended clause (ii). Prior to amendment it read as follows:
“(ii) 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, Sec. 1012(c)(2), amended subpar. (H). Prior to amendment it read as follows:
“(H) Special rule for determining whether certain transactions are qualified under paragraph (1)(D)
“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).”
1988--Subsec. (a)(2)(F)(ii). Pub. L. 100-647, 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, 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, 1804(h)(3), inserted “(other than for purposes of subparagraph (C))” after “subchapter”.
Subsec. (a)(2)(F)(ii). Pub. L. 99-514, 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, 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, 1804(h)(2), added subpar. (H).
Subsec. (c). Pub. L. 99-514, 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, 621(e)(1), repealed amendment by Pub. L. 94-455, 806(f)(1). See 1976 Amendment note below.
1984--Subsec. (a)(2)(F)(viii). Pub. L. 98-369, 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, 63(a), added subpar. (G).
Subsec. (c). Pub. L. 98-369, 64(a), designated existing provisions as par. (1) and added par. (2).
1983--Subsec. (a)(2)(C). Pub. L. 97-448, 304(b), struck out “or stock" after “acquisition of the assets”.
Subsec. (a)(3)(B)(i). Pub. L. 97-448, 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, 4(a), (h)(3), added subpar. (G).
Subsec. (a)(2)(C). Pub. L. 96-589, 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, 4(d), among other changes, inserted reference to par. (1)(G).
Subsec. (a)(3). Pub. L. 96-589, 4(b), added par. (3).
Subsec. (b). Pub. L. 96-589, 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, 2131(a), added subpar. (F).
Subsec. (c). Pub. L. 94-455, 806(f)(1), which substituted “this part, and Part V,” for “and this part,” was repealed by Pub. L. 99-514, 621(e)(1). See Effective Date of 1986 and 1976 Amendment notes below.
1971--Subsec. (a)(2)(E). Pub. L. 91-693, 1(a), added subpar. (E).
Subsec. (b). Pub. L. 91-693, 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, 1(a), added subpar. (D).
Subsec. (b). Pub. L. 90-621, 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, 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, 218(b)(2), inserted references to par. (1)(B) wherever appearing.
EFFECTIVE DATE OF 2018 AMENDMENTS
Amendment by Pub. L. 115-141, Div. U, Sec. 401(a)(68), effective March 23, 2018.
EFFECTIVE DATE OF 1999 AMENDMENTS
Amendments by Section 3001(a)(3) of Pub. L. 106-36 applicable to transfers after Oct. 18, 1998.
EFFECTIVE DATE OF 1998 AMENDMENTS
Amendment by Section 4003(f)(2) of Pub. L. 105-277 applicable as if included in the provisions of the Taxpayer Relief Act of 1997 to which it relates.
Amendment by Section 6010(c) of Pub. L. 105-206 applicable as if included in the amendments made by the Taxpayer Relief Act of 1997 to which it relates [Effective Date of Pub. L. 105-34, Sec. 1012: Transfers after Aug. 5, 1997, but see transition rule set forth below].
EFFECTIVE DATE OF 1997 AMENDMENTS
Amendment by section 1012(c)(2) of Pub. L. 105-34 applicable to transfers after the date of the enactment of this Act [Aug. 5, 1997]. Sec. 1012(d)(3) of Pub. L. 105-34 provided the following transition rule:
“(3) Transition rule.--The amendments made by this section shall not apply to any distribution pursuant to a plan (or series of related transactions) which involves an acquisition described in section 355(e)(2)(A)(ii) of the Internal Revenue Code of 1986 (or, in the case of the amendments made by subsection (c), any transfer) occurring after April 16, 1997, if such acquisition or transfer is--
(A) made pursuant to an agreement which was binding on such date and at all times thereafter,
(B) described in a ruling request submitted to the Internal Revenue Service on or before such date, or
(C) described on or before such date in a public announcement or in a filing with the Securities and Exchange Commission required solely by reason of the acquisition or transfer.
This paragraph shall not apply to any agreement, ruling request, or public announcement or filing unless it identifies the acquirer of the distributing corporation or any controlled corporation, or the transferee, whichever is applicable.”
EFFECTIVE DATE OF 1988 AMENDMENTS
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 AMENDMENTS
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, 4012(a)(1), Nov. 10, 1988, 102 Stat. 3656, provided that: “The amendments made by subsection (a) [amending this section] shall apply to acquisitions after December 31, 1989, in taxable years ending after such date.”
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 AMENDMENTS
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 AMENDMENTS
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 AMENDMENTS
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 AMENDMENTS
Section 246(a) of Pub. L. 97-34 provided that: “The amendment made by sections 241 and 242 [amending sections 368 and 382 of this title] shall apply to any transfer made on or after January 1, 1981.”
EFFECTIVE DATE OF 1980 AMENDMENTS
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 AMENDMENTS
Section 701(j)(2) of Pub. L. 95-600, as amended by Pub. L. 99-514, 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, 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 AMENDMENTS
Section 2131(f)(1), (2) of Pub. L. 94-455, as amended by Pub. L. 99-514, 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 AMENDMENTS
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 AMENDMENTS
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 AMENDMENTS
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.”