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.
Treatment of indebtedness of subsidiary, etc.
Indebtedness of subsidiary to parent
Treatment of tax-exempt distributee
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.
Exception where property will be used in unrelated business
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).
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.
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.
Regulations
Pub. L. 99–514, title VI, § 631(a)100 Stat. 2271Pub. L. 100–203, title X, § 10223(a)101 Stat. 1330–411Pub. L. 100–647, title I, § 1006(e)(4)102 Stat. 3400(Added , , ; amended , , ; , (5)(A), , .)
Editorial Notes
References in Text
Pub. L. 99–514100 Stat. 2085The Tax Reform Act of 1986, referred to in subsec. (d), is , , . Subtitle D (§§ 631–634) of title VI of the Tax Reform Act of 1986 enacted sections 336 and 337 of this title, amended sections 26, 311, 312, 332, 334, 338, 341, 346, 367, 453, 453B, 467, 852, 897, 1056, 1248, 1255, 1276, 1363, 1366, 1374, and 1375 of this title, and repealed former sections 333, 336, and 337 of this title. For complete classification of this Act to the Code, see Tables.
Prior Provisions
Aug. 16, 1954, ch. 73668A Stat. 106Pub. L. 85–866, title I, § 1972 Stat. 1615Pub. L. 94–455, title XIX90 Stat. 1772Pub. L. 95–600, title VII, § 701(i)(1)92 Stat. 2904Pub. L. 95–628, § 4(a)92 Stat. 3628Pub. L. 96–223, title IV, § 403(b)(2)(A)94 Stat. 304Pub. L. 96–471, § 2(c)(2)94 Stat. 2254Pub. L. 96–589, § 5(c)94 Stat. 3405Pub. L. 97–248, title II, § 224(c)(5)96 Stat. 489Pub. L. 99–514, title XVIII, § 1804(e)(7)(A)100 Stat. 2803Pub. L. 99–514, § 631(a)A prior section 337, acts , ; , , ; , , §§ 1901(a)(46), 1906(b)(13)(A), title XXI, § 2118(a), , 1834, 1912; , , ; , , ; , , ; , , ; , , ; , , (6), ; , , , related to gain or loss on sales or exchanges in connection with certain liquidations, prior to repeal by .
Amendments
Pub. L. 100–647, § 1006(e)(4)(A)1988—Subsec. (b)(2)(B)(i). , (B), substituted “described in section 511(a)(2)” for “described in section 511(a)(2) or 511(b)(2)” and “in an activity the income from which is subject to tax under section 511(a)” for “in an unrelated trade or business (as defined in section 513)”.
Pub. L. 100–647, § 1006(e)(4)(C)Subsec. (b)(2)(B)(ii). , substituted “an activity referred to in clause (i)” for “an unrelated trade or business of such organization”.
Pub. L. 100–647, § 1006(e)(5)(A)Subsec. (d). , in introductory provisions, substituted “amendments made by subtitle D of title VI of the Tax Reform Act of 1986” for “amendments made to this subpart by the Tax Reform Act of 1986”, and in par. (1), substituted “this subchapter) or through the use of a regulated investment company, real estate investment trust, or tax-exempt entity” for “this subchapter)”.
Pub. L. 100–2031987—Subsec. (c). inserted at end “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.”
Statutory Notes and Related Subsidiaries
Effective Date of 1988 Amendment
Pub. L. 100–647, title I, § 1006(e)(5)(B)102 Stat. 3401
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 1987 Amendment
Pub. L. 100–203section 10223(d) of Pub. L. 100–203section 304 of this titleAmendment by applicable to distributions or transfers after , with exceptions for certain distributee corporations and distributions covered by prior transition rule, see , set out as a note under .
Effective Date
section 338 of this titlesection 633 of Pub. L. 99–514section 336 of this titleSection 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 a note under .