US Codex
U.S.C.
Notes

§361. Nonrecognition of gain or loss to corporations; treatment of distributions — Inbound Citations

26 U.S.C. § 361

Cited by 22 provisions in release 119-102.

Citations to 26 U.S.C. § 361 as a whole

  • 26 U.S.C. § 168(i)(7)(B)(i)
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    (i) any transaction described in section 332, 351, 361, 721, or 731, and
  • 26 U.S.C. § 197(f)(2)(B)(i)
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    (i) any transaction described in section 332, 351, 361, 721, 731, 1031, or 1033, and
  • 26 U.S.C. § 332(b)
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    (b) For purposes of this section, a distribution shall be considered to be in complete liquidation only if—
    (1) the corporation receiving such property was, on the date of the adoption of the plan of liquidation, and has continued to be at all times until the receipt of the property, the owner of stock (in such other corporation) meeting the requirements of section 1504(a)(2); and either
    (2) the distribution is by such other corporation in complete cancellation or redemption of all its stock, and the transfer of all the property occurs within the taxable year; in such case the adoption by the shareholders of the resolution under which is authorized the distribution of all the assets of such corporation in complete cancellation or redemption of all its stock shall be considered an adoption of a plan of liquidation, even though no time for the completion of the transfer of the property is specified in such resolution; or
    (3) such distribution is one of a series of distributions by such other corporation in complete cancellation or redemption of all its stock in accordance with a plan of liquidation under which the transfer of all the property under the liquidation is to be completed within 3 years from the close of the taxable year during which is made the first of the series of distributions under the plan, except that if such transfer is not completed within such period, or if the taxpayer does not continue qualified under paragraph (1) until the completion of such transfer, no distribution under the plan shall be considered a distribution in complete liquidation.
    If such transfer of all the property does not occur within the taxable year, the Secretary may require of the taxpayer such bond, or waiver of the statute of limitations on assessment and collection, or both, as he may deem necessary to insure, if the transfer of the property is not completed within such 3-year period, or if the taxpayer does not continue qualified under paragraph (1) until the completion of such transfer, the assessment and collection of all income taxes then imposed by law for such taxable year or subsequent taxable years, to the extent attributable to property so received. A distribution otherwise constituting a distribution in complete liquidation within the meaning of this subsection shall not be considered as not constituting such a distribution merely because it does not constitute a distribution or liquidation within the meaning of the corporate law under which the distribution is made; and for purposes of this subsection a transfer of property of such other corporation to the taxpayer shall not be considered as not constituting a distribution (or one of a series of distributions) in complete cancellation or redemption of all the stock of such other corporation, merely because the carrying out of the plan involves (A) the transfer under the plan to the taxpayer by such other corporation of property, not attributable to shares owned by the taxpayer, on an exchange described in section 361, and (B) the complete cancellation or redemption under the plan, as a result of exchanges described in section 354, of the shares not owned by the taxpayer.
  • 26 U.S.C. § 357(a)
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    (a) Except as provided in subsections (b) and (c), if—
    (1) the taxpayer receives property which would be permitted to be received under section 351 or 361 without the recognition of gain if it were the sole consideration, and
    (2) as part of the consideration, another party to the exchange assumes a liability of the taxpayer,
    then such assumption shall not be treated as money or other property, and shall not prevent the exchange from being within the provisions of section 351 or 361, as the case may be.
  • 26 U.S.C. § 357(a)(1)
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    (1) the taxpayer receives property which would be permitted to be received under section 351 or 361 without the recognition of gain if it were the sole consideration, and
  • 26 U.S.C. § 357(b)(1)
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    (1) If, taking into consideration the nature of the liability and the circumstances in the light of which the arrangement for the assumption was made, it appears that the principal purpose of the taxpayer with respect to the assumption described in subsection (a)—
    (A) was a purpose to avoid Federal income tax on the exchange, or
    (B) if not such purpose, was not a bona fide business purpose,
    then such assumption (in the total amount of the liability assumed pursuant to such exchange) shall, for purposes of section 351 or 361 (as the case may be), be considered as money received by the taxpayer on the exchange.
  • 26 U.S.C. § 357(c)(1)(B)
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    (B) to which section 361 applies by reason of a plan of reorganization within the meaning of section 368(a)(1)(D) with respect to which stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 355,
  • 26 U.S.C. § 358(a)
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    (a) In the case of an exchange to which section 351, 354, 355, 356, or 361 applies—
    (1) The basis of the property permitted to be received under such section without the recognition of gain or loss shall be the same as that of the property exchanged—
    (A) decreased by—
    (i) the fair market value of any other property (except money) received by the taxpayer,
    (ii) the amount of any money received by the taxpayer, and
    (iii) the amount of loss to the taxpayer which was recognized on such exchange, and
    (B) increased by—
    (i) the amount which was treated as a dividend, and
    (ii) the amount of gain to the taxpayer which was recognized on such exchange (not including any portion of such gain which was treated as a dividend).
    (2) The basis of any other property (except money) received by the taxpayer shall be its fair market value.
  • 26 U.S.C. § 358(f)
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    (f) For purposes of this section, the property permitted to be received under section 361 without the recognition of gain or loss shall be treated as consisting only of stock or securities in another corporation a party to the reorganization.
  • 26 U.S.C. § 367(a)(1)
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    (1) If, in connection with any exchange described in section 332, 351, 354, 356, or 361, a United States person transfers property to a foreign corporation, such foreign corporation shall not, for purposes of determining the extent to which gain shall be recognized on such transfer, be considered to be a corporation.
  • 26 U.S.C. § 367(b)(1)
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    (1) In the case of any exchange described in section 332, 351, 354, 355, 356, or 361 in connection with which there is no transfer of property described in subsection (a)(1), a foreign corporation shall be considered to be a corporation except to the extent provided in regulations prescribed by the Secretary which are necessary or appropriate to prevent the avoidance of Federal income taxes.
  • 26 U.S.C. § 367(d)(1)
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    (1) Except as provided in regulations prescribed by the Secretary, if a United States person transfers any intangible property to a foreign corporation in an exchange described in section 351 or 361—
    (A) subsection (a) shall not apply to the transfer of such property, and
    (B) the provisions of this subsection shall apply to such transfer.
  • 26 U.S.C. § 381(a)(2)
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    (2) in a transfer to which section 361 (relating to nonrecognition of gain or loss to corporations) applies, but only if the transfer is in connection with a reorganization described in subparagraph (A), (C), (D), (F), or (G) of section 368(a)(1),
  • 26 U.S.C. § 1245(b)(3)
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    (3) If the basis of property in the hands of a transferee is determined by reference to its basis in the hands of the transferor by reason of the application of section 332, 351, 361, 721, or 731, then the amount of gain taken into account by the transferor under subsection (a)(1) shall not exceed the amount of gain recognized to the transferor on the transfer of such property (determined without regard to this section). Except as provided in paragraph (6), this paragraph shall not apply to a disposition to an organization (other than a cooperative described in section 521) which is exempt from the tax imposed by this chapter.
  • 26 U.S.C. § 1250(d)(3)
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    (3) If the basis of property in the hands of a transferee is determined by reference to its basis in the hands of the transferor by reason of the application of section 332, 351, 361, 721, or 731, then the amount of gain taken into account by the transferor under subsection (a) shall not exceed the amount of gain recognized to the transferor on the transfer of such property (determined without regard to this section). Except as provided in paragraph (6), this paragraph shall not apply to a disposition to an organization (other than a cooperative described in section 521) which is exempt from the tax imposed by this chapter.
  • 26 U.S.C. § 6038B(a)(1)(A)
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    (A) a foreign corporation in an exchange described in section 332, 351, 354, 355, 356, or 361, or
  • 26 U.S.C. § 7466(c)(2)
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    (2) The Tax Court shall have the power provided under section 361 of such title 28 to award reimbursement for the reasonable expenses described in that section. Reimbursements under this paragraph shall be made out of any funds appropriated for purposes of the Tax Court.

Citations to §361(b)(3)

Citations to §361(c)(1)

Citations to §361(c)(2)

Citations to §361(c)(4)