Eligibility
Must meet statutory definitions of a reorganization, such as a Type A merger or Type B stock-for-stock exchange, and satisfy judicial doctrines like continuity of interest.
Frequently Asked Questions
Who is eligible for the Tax-Free Corporate Reorganizations?
Must meet statutory definitions of a reorganization, such as a Type A merger or Type B stock-for-stock exchange, and satisfy judicial doctrines like continuity of interest.
How does the Tax-Free Corporate Reorganizations work?
Allows corporations and shareholders to defer gain recognition on mergers, consolidations, and acquisitions if the transaction meets specific structural requirements (Types A through G).
What law authorizes the Tax-Free Corporate Reorganizations?
The Tax-Free Corporate Reorganizations is authorized under IRC §368 of the Internal Revenue Code (Title 26, United States Code).
Statutory Text — IRC §368
Source: Internal Revenue Code, Title 26, United States Code
§ 368. Definitions relating to corporate reorganizations(a) Reorganization(1) In generalFor purposes of parts I and II and this part, the term “reorganization” means—(A) a statutory merger or consolidation;
(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);
(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;
(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;
(E) a recapitalization;
(F) a mere change in identity, form, or place of organization of one corporation, however effected; or
(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.
(2) Special rules relating to paragraph (1)(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).
(B) Additional consideration in certain paragraph (1)(C) casesIf—(i) one corporation acquires substantially all of the properties of another corporation,
(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
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