26 U.S.C. § 337
Nonrecognition for property distributed to parent in complete liquidation of subsidiary
# (a) In general
No gain or loss shall be recognized to the liquidating corporation on the distribution to the 80-percent distributee of any property in a complete liquidation to which section 332 applies.
# (b) Treatment of indebtedness of subsidiary, etc.
(1) Indebtedness of subsidiary to parent If— (A) a corporation is liquidated in a liquidation to which section 332 applies, and (B) on the date of the adoption of the plan of liquidation, such corporation was indebted to the 80-percent distributee, for purposes of this section and section 336, any transfer of property to the 80-percent distributee in satisfaction of such indebtedness shall be treated as a distribution to such distributee in such liquidation. (2) Treatment of tax-exempt distributee (A) In general Except as provided in subparagraph (B), paragraph (1) and subsection (a) shall not apply where the 80-percent distributee is an organization (other than a cooperative described in section 521) which is exempt from the tax imposed by this chapter. (B) Exception where property will be used in unrelated business (i) In general Subparagraph (A) shall not apply to any distribution of property to an organization described in section 511(a)(2) if, immediately after such distribution, such organization uses such property in an activity the income from which is subject to tax under section 511(a). (ii) Later disposition or change in use If any property to which clause (i) applied is disposed of by the organization acquiring such property, notwithstanding any other provision of law, any gain (not in excess of the amount not recognized by reason of clause (i)) shall be included in such organization’s unrelated business taxable income. For purposes of the preceding sentence, if such property ceases to be used in an activity referred to in clause (i), such organization shall be treated as having disposed of such property on the date of such cessation.
# (c) 80-percent distributee
For purposes of this section, the term “80-percent distributee” means only the corporation which meets the 80-percent stock ownership requirements specified in section 332(b). For purposes of this section, the determination of whether any corporation is an 80-percent distributee shall be made without regard to any consolidated return regulation.
# (d) Regulations
The Secretary shall prescribe such regulations as may be necessary or appropriate to carry out the purposes of the amendments made by subtitle D of title VI of the Tax Reform Act of 1986, including— (1) regulations to ensure that such purposes may not be circumvented through the use of any provision of law or regulations (including the consolidated return regulations and part III of this subchapter) or through the use of a regulated investment company, real estate investment trust, or tax-exempt entity, and (2) regulations providing for appropriate coordination of the provisions of this section with the provisions of this title relating to taxation of foreign corporations and their shareholders.
Source: view the official text
Cited by 31
- 26 CFR § 1.1244(c)-1 — Section 1244 stock defined.
- 26 CFR § 1.1248(f)-1 — Certain nonrecognition distributions.
- 26 CFR § 1.1248(f)-2 — Exceptions for certain distributions and attribution rules.
- 26 CFR § 1.1248-1 — Treatment of gain from certain sales or exchanges of stock in certain foreign corporations.
- 26 CFR § 1.1248-2 — Earnings and profits attributable to a block of stock in simple cases.
- 26 CFR § 1.1248-3 — Earnings and profits attributable to stock in complex cases.
- 26 CFR § 1.1248-6 — Sale or exchange of stock in certain domestic corporations.
- 26 CFR § 1.1400Z2(b)-1 — Inclusion of gains that have been deferred under section 1400Z-2(a).
- 26 CFR § 1.1445-5 — Special rules concerning distributions and other transactions by corporations, partnerships, trusts, and estates.
- 26 CFR § 1.1502-13 — Intercompany transactions.
- 26 CFR § 1.1502-34 — Special aggregate stock ownership rules.
- 26 CFR § 1.332-7 — Indebtedness of subsidiary to parent.
Show 19 more
- 26 CFR § 1.334-1 — Basis of property received in liquidations.
- 26 CFR § 1.337(d)-3 — Gain recognition upon certain partnership transactions involving a partner's stock.
- 26 CFR § 1.337-1 — Nonrecognition for property distributed to parent in complete liquidation of subsidiary.
- 26 CFR § 1.367(a)-7 — Outbound transfers of property described in section 361(a) or (b).
- 26 CFR § 1.367(a)-8 — Gain recognition agreement requirements.
- 26 CFR § 1.367(b)-3 — Repatriation of foreign corporate assets in certain nonrecognition transactions.
- 26 CFR § 1.367(b)-3T — Repatriation of foreign corporate assets in certain nonrecognition transactions (temporary).
- 26 CFR § 1.367(e)-2 — Distributions described in section 367(e)(2).
- 26 CFR § 1.453-9 — Gain or loss on disposition of installment obligations.
- 26 CFR § 1.897-3 — Election by foreign corporation to be treated as a domestic corporation under section 897(i).
- 26 CFR § 1.897-4AT — Table of contents (temporary).
- 26 CFR § 1.897-5T — Corporate distributions (temporary).
- 26 CFR § 15a.453-1 — Installment method reporting for sales of real property and casual sales of personal property.
- 26 CFR § 58.4501-5 — Examples.
- 26 U.S.C. § 334 — Basis of property received in liquidations
- 26 U.S.C. § 336 — Gain or loss recognized on property distributed in complete liquidation
- 26 U.S.C. § 367 — Foreign corporations
- 26 U.S.C. § 453B — Gain or loss on disposition of installment obligations
- 26 U.S.C. § 857 — Taxation of real estate investment trusts and their beneficiaries
Nearby sections (25 sections)
- 306 · Dispositions of certain stock
- 307 · Basis of stock and stock rights acquired in distributions
- 311 · Taxability of corporation on distribution
- 312 · Effect on earnings and profits
- 316 · Dividend defined
- 317 · Other definitions
- 318 · Constructive ownership of stock
- 331 · Gain or loss to shareholder in corporate liquidations
- 332 · Complete liquidations of subsidiaries
- 333 · Repealed. Pub. L. 99–514, title VI, § 631(e)(3), Oct. 22, 1986,…
- 334 · Basis of property received in liquidations
- 336 · Gain or loss recognized on property distributed in complete…
- 337 · Nonrecognition for property distributed to parent in complete…
- 338 · Certain stock purchases treated as asset acquisitions
- 341 · Repealed. Pub. L. 108–27, title III, § 302(e)(4)(A), May 28,…
- 342 · Repealed. Pub. L. 94–455, title XIX, § 1901(a)(47), Oct. 4, 1976,…
- 346 · Definition and special rule
- 351 · Transfer to corporation controlled by transferor
- 354 · Exchanges of stock and securities in certain reorganizations
- 355 · Distribution of stock and securities of a controlled corporation
- 356 · Receipt of additional consideration
- 357 · Assumption of liability
- 358 · Basis to distributees
- 361 · Nonrecognition of gain or loss to corporations; treatment of…
- 362 · Basis to corporations