26 U.S.C. § 334

Editorial Notes

Amendments

Pub. L. 109–1352005—Subsec. (b)(1). substituted “except that, in the hands of such distributee—” for “except that the basis of such property in the hands of such distributee shall be the fair market value of the property at the time of the distribution—” in introductory provisions, added subpars. (A) and (B), and struck out former subpars. (A) and (B) which read as follows:

“(A) in any case in which gain or loss is recognized by the liquidating corporation with respect to such property, or

“(B) in any case in which the liquidating corporation is a foreign corporation, the corporate distributee is a domestic corporation, and the corporate distributee’s aggregate adjusted bases of property described in section 362(e)(1)(B) which is distributed in such liquidation would (but for this subparagraph) exceed the fair market value of such property immediately after such liquidation.”

Pub. L. 108–3572004—Subsec. (b)(1). reenacted heading without change and amended text of par. (1) generally. Prior to amendment, text read as follows: “If property is received by a corporate distributee in a distribution in a complete liquidation to which section 332 applies (or in a transfer described in section 337(b)(1)), the basis of such property in the hands of such distributee shall be the same as it would be in the hands of the transferor; except that, in any case in which gain or loss is recognized by the liquidating corporation with respect to such property, the basis of such property in the hands of such distributee shall be the fair market value of the property at the time of the distribution.”

Pub. L. 105–2771998—Subsec. (b)(1). substituted “section 332” for “section 332(a)”.

Pub. L. 100–6471988—Subsec. (b). amended subsec. (b) generally. Prior to amendment, subsec. (b) read as follows:

Distribution in complete liquidation“(1) .—If property is received by a corporation in a distribution in a complete liquidation to which section 332(a) applies, the basis of the property in the hands of the distributee shall be the same as it would be in the hands of the transferor.

Transfers to which section 332applies“(2) (c) .—If property is received by a corporation in a transfer to which section 332(c) applies, the basis of the property in the hands of the transferee shall be the same as it would be in the hands of the transferor.

Distributee defined“(3) .—For purposes of this subsection, the term ‘distributee’ means only the corporation which meets the 80-percent stock ownership requirements specified in section 332(b).”

Pub. L. 99–514, § 631(e)(4)(A)1986—Subsec. (a). , struck out “(other than a distribution to which section 333 applies)” after “liquidation”.

Pub. L. 99–514, § 631(e)(4)(B)Subsec. (c). , struck out subsec. (c) relating to property received in liquidation under section 333.

Pub. L. 97–248, § 222(e)(1)(C)1982—Subsec. (a). , struck out “partial or” before “complete liquidation”.

Pub. L. 97–248, § 224(b)section 1014(a) of this titlesection 351 of this titlesection 318(a) of this titleSubsec. (b). , struck out heading to par. (1) “In general”, redesignated first sentence as par. (1) with heading “Distribution in complete liquidation”, in par. (1) as so redesignated substituted reference to section 332(a) for reference to section 332(b) relating to a distribution in complete liquidation, struck out reference to par. (2) as an exception to the determination of basis, redesignated second sentence as par. (2) with heading “Transfers to which section 332(c) applies”, in par. (2) as so redesignated struck out reference to par. (2) as an exception to the determination of basis, struck out par. (2) which had provided that if property was received by a corporation in a distribution in complete liquidation of another corporation and if the distribution was pursuant to a plan of liquidation adopted not more than 2 years after the date of the transaction described below, or in the case of a series of transactions, the date of the last such transaction, and stock of the distributing corporation 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 (except nonvoting stock which was limited and preferred as to dividends), was acquired by the distributee by purchase (as defined in par. (3)) during a 12-month period beginning with the earlier of the date of the first acquisition by purchase of such stock, or if any of such stock was acquired in an acquisition which is a purchase within the meaning of second sentence of par. (3), the date on which the distributee was first considered under section 318(a) as owning stock owned by the corporation from which such acquisition was made, then the basis of the property in the hands of the distributee would be the adjusted basis of the stock with respect to which the distribution was made, and under regulations prescribed by the Secretary, proper adjustment in the adjusted basis of any stock would be made for any distribution made to the distributee with respect to such stock before the adoption of the plan of liquidation, for any money received, for any liabilities assumed or subject to which the property was received, and for other items, and struck out par. (3) which provided that “purchase” meant any acquisition of stock, but only if the basis of the stock in the hands of the distributee was not determined in whole or in part by reference to the adjusted basis of such stock in the hands of the person from whom acquired, or under the stock was not acquired in an exchange to which applies, and the stock was not acquired from a person the ownership of whose stock would, under , be attributed to the person acquiring such stock, but that “purchase” also meant an acquisition of stock from a corporation when ownership of such stock would be attributed under section 318(a) to the person acquiring such stock, if the stock of such corporation by reason of which such ownership would be attributed was acquired by purchase, and redesignated par. (4) as (3).

Pub. L. 94–455June 22, 19541976—Subsec. (b)(2). , §§ 1901(a)(45), 1906(b)(13)(A), struck out in subpar. (A) provision relating to distributions made pursuant to a plan of liquidation adopted on or before , and in provisions following subpar. (B)(ii) “or his delegate” after “Secretary”.

Pub. L. 89–809, § 202(b)1966—Subsec. (b)(2)(B). , inserted provisions for the determination of the date on which to commence the running of the 12-month period during which the distributee must have acquired the stock by purchase by adding clauses (i) and (ii).

Pub. L. 89–809, § 202(a)Subsec. (b)(3). , inserted provision that, for purposes of par. (2)(B), “purchase” also means an acquisition of stock from a corporation when ownership of such stock would be attributed under section 318(a) to the person acquiring such stock, if the stock of such corporation by reason of which such ownership would be attributed was acquired by purchase.

Statutory Notes and Related Subsidiaries

Effective Date of 2005 Amendment

Pub. L. 109–135Pub. L. 108–357section 403(nn) of Pub. L. 109–135section 26 of this titleAmendment by effective as if included in the provision of the American Jobs Creation Act of 2004, , to which such amendment relates, see , set out as a note under .

Effective Date of 2004 Amendment

Pub. L. 108–357, title VIII, § 836(c)(2)Oct. 22, 2004118 Stat. 1596

Effective Date of 1998 Amendment

Pub. L. 105–277May 21, 1998section 3001(c) of Pub. L. 105–277section 332 of this titleAmendment by applicable to distributions after , see , set out as a note under .

Effective Date of 1988 Amendment

Pub. L. 100–647Pub. L. 99–514section 1019(a) of Pub. L. 100–647section 1 of this titleAmendment by effective, except as otherwise provided, as if included in the provision of the Tax Reform Act of 1986, , to which such amendment relates, see , set out as a note under .

Effective Date of 1986 Amendment

Pub. L. 99–514July 31, 1986Jan. 1, 1987section 338 of this titleDec. 31, 1986Dec. 31, 1986section 633 of Pub. L. 99–514section 336 of this titleAmendment by applicable to any distribution in complete liquidation, and any sale or exchange, made by a corporation after , unless such corporation is completely liquidated before , any transaction described in for which the acquisition date occurs after , and any distribution, not in complete liquidation, made after , with exceptions and special and transitional rules, see , set out as an Effective Date note under .

Effective Date of 1982 Amendment

section 222(e)(1)(C) of Pub. L. 97–248Aug. 31, 1982section 222(f) of Pub. L. 97–248section 302 of this titleAmendment by applicable to distributions after , with exceptions for certain partial liquidations, see , set out as a note under .

section 224(b) of Pub. L. 97–248Aug. 31, 1982Sept. 1, 1982July 22, 1982section 224(d) of Pub. L. 97–248section 338 of this titleAmendment by applicable to any target corporation with respect to which the acquisition date occurs after , with special rules for certain acquisitions before , and certain acquisitions of financial institutions in which there was a binding contract on , to acquire control, see , set out as an Effective Date note under .

Effective Date of 1976 Amendment

section 1901(a)(45) of Pub. L. 94–455Dec. 31, 1976section 1901(d) of Pub. L. 94–455section 2 of this titleAmendment by effective for taxable years beginning after , see , set out as a note under .

Effective Date of 1966 Amendment

Pub. L. 89–809, title II, § 202(d)Nov. 13, 196680 Stat. 1576

July 1, 1957Adjustment for Liability to Basis of Property Distributed in Complete Liquidation of Corporation Prior to ; Deduction for Uncompensated Liability

Pub. L. 93–497, § 3Oct. 29, 197488 Stat. 1534Pub. L. 99–514, § 2Oct. 22, 1986100 Stat. 2095