§ 1.367(a)-1 Transfers to foreign corporations subject to section 367(a): In general.
(a) Scope.
(b) General rules.
(1) Foreign corporation not considered a corporation for purposes of certain transfers.
(2) Cases in which foreign corporate status is not disregarded.
(3) Determination of value.
(4) In general.
(5) Treatment of certain property as subject to section 367(d).
(c) [Reserved]
(d) Definitions.
(1) United States person.
(2) Foreign corporation.
(3) Transfer.
(4) Property.
(5) Intangible property.
(6) Operating intangibles.
(e) Close of taxable year in certain section 368(a)(1)(F) reorganizations.
(f) Exchanges under sections 354(a) and 361(a) in certain section 368(a)(1)(F) reorganizations.
(1) Rule.
(2) Rule applies regardless of whether a continuance under applicable law.
(g) Effective/applicability dates.
§ 1.367(a)-2 Exceptions for transfers of property for use in the active conduct of a trade or business.
(a) Scope and general rule.
(1) Scope.
(2) General rule.
(b) Eligible property.
(c) Exception for certain property.
(1) Inventory.
(2) Installment obligations, etc.
(3) Nonfunctional currency, etc.
(4) Certain leased tangible property.
(d) Active conduct of a trade or business outside the United States.
(1) In general.
(2) Trade or business.
(3) Active conduct.
(4) Outside of the United States.
(5) Use in the trade or business.
(6) Active leasing and licensing.
(e) Special rules for certain property to be leased.
(1) Leasing business of the foreign corporation.
(2) De minimis leasing by the foreign corporation.
(3) Aircraft and vessels leased in foreign commerce.
(f) Special rules for oil and gas working interests.
(1) In general.
(2) Active use of working interest.
(3) Start-up operations.
(4) Other applicable rules.
(g) Property retransferred by the foreign corporation.
(1) General rule.
(2) Exception.
(h) Compulsory transfers of property.
(i) [Reserved]
(j) Failure to comply with reporting requirements of section 6038B.
(1) Failure to comply.
(2) Relief for certain failures to comply that are not willful.
(k) Effective/applicability dates.
(1) In general.
(2) Foreign currency exception.
§ 1.367(a)-3 Treatment of transfers of stock or securities to foreign corporations.
(a) In general.
(1) Overview.
(2) Exceptions for certain exchanges of stock or securities.
(3) Cross-references.
(b) Transfers of stock or securities of foreign corporations.
(1) General rule.
(2) Certain transfers subject to sections 367(a) and (b).
(c) Transfers of stock or securities of domestic corporations.
(1) General rule.
(2) Ownership presumption.
(3) Active trade or business test.
(4) Special rules.
(5) Definitions.
(6) Reporting requirements of U.S. target company.
(7) Ownership statements.
(8) Certain transfers in connection with performance of services.
(9) Private letter ruling option.
(10) Examples.
(11) Effective date.
(d) Indirect stock transfers in certain nonrecognition transfers.
(1) In general.
(2) Special rules for indirect transfers.
(3) Examples.
(e) [Reserved]
(f) Failure to file statements.
(1) Failure to file.
(2) Relief for certain failures to file that are not willful.
(g) Effective/applicability dates.
(1) Rules of applicability.
(2) Election.
(h) Former 10-year gain recognition agreements.
(i) [Reserved]
(j) Transition rules regarding certain transfers of domestic or foreign stock or securities after December 16, 1987, and prior to July 20, 1998.
(1) Scope.
(2) Transfers of domestic or foreign stock or securities: Additional substantive rules.
(k) [Reserved]
§ 1.367(a)-4 Special rule applicable to U.S. depreciated property.
(a) Depreciated property used in the United States.
(1) In general.
(2) U.S. depreciated property.
(3) Property used within and without the United States.
(b) Effective/applicability dates.
§ 1.367(a)-5 [Reserved].
§ 1.367(a)-6 Transfer of foreign branch with previously deducted losses.
(a) through (b)(1) [Reserved]
(2) No active conduct exception.
(c)(1) [Reserved]
(2) Gain limitation.
(3) [Reserved]
(4) Transfers of certain intangible property.
(d) through (i) [Reserved].
(j) Effective/applicability dates.
§ 1.367(a)-7 Outbound transfers of property described in section 361(a) or (b).
(a) Scope and purpose.
(b) General rule.
(1) Nonrecognition exchanges enumerated in section 367(a)(1).
(2) Nonrecognition exchanges not enumerated in section 367(a)(1).
(c) Elective exception.
(1) Control.
(2) Gain recognition.
(3) Basis adjustments required for control group members.
(4) Agreement to amend or file a U.S. income tax return.
(5) Election and reporting requirements.
(d) Section 361 exchange followed by successive distributions to which section 355 applies.
(e) Other rules.
(1) Section 367(a) property with respect to which gain is recognized.
(2) Relief for certain failures to comply that are not willful.
(3) Anti-abuse rule.
(4) Certain income inclusions under § 1.367(b)-4.
(5) Certain gain under § 1.367(a)-6.
(f) Definitions.
(g) Examples.
(h) Applicable cross-references.
(i) [Reserved]
(j) Effective/applicability dates.
(1) In general.
(2) Section 367(d) property.
§ 1.367(a)-8 Gain recognition agreement requirements.
(a) Scope.
(b) Definitions and special rules.
(1) Definitions.
(2) Special rules.
(c) Gain recognition agreement.
(1) Terms of agreement.
(2) Content of gain recognition agreement.
(3) Description of transferred stock or securities and other information.
(4) Basis adjustments for gain recognized.
(5) Terms and conditions of a new gain recognition agreement.
(6) Cross-reference.
(d) Filing requirements.
(1) General rule.
(2) Special requirements.
(3) Common parent as agent for U.S. transferor.
(e) Signatory.
(1) General rule.
(2) Signature requirement.
(f) Extension of period of limitations on assessments of tax.
(1) General rule.
(2) New gain recognition agreement.
(g) Annual certification.
(h) Use of security.
(i) [Reserved]
(j) Triggering events.
(1) Disposition of transferred stock or securities.
(2) Disposition of substantially all of the assets of the transferred corporation.
(3) Disposition of certain partnership interests.
(4) Disposition of stock of the transferee foreign corporation.
(5) Deconsolidation.
(6) Consolidation.
(7) Death of an individual; trust or estate ceases to exist.
(8) Failure to comply.
(9) Gain recognition agreement filed in connection with indirect stock transfers and certain triangular asset reorganizations.
(10) Gain recognition agreement filed pursuant to paragraph (k)(14) of this section.
(k) Triggering event exceptions.
(1) Transfers of stock of the transferee foreign corporation to a corporation or partnership.
(2) Complete liquidation of U.S. transferor under sections 332 and 337.
(3) Transfers of transferred stock or securities to a corporation or partnership.
(4) Transfers of substantially all of the assets of the transferred corporation.
(5) Recapitalizations and section 1036 exchanges.
(6) Certain asset reorganizations.
(7) Certain triangular reorganizations.
(8) Complete liquidation of transferred corporation.
(9) Death of U.S. transferor.
(10) Deconsolidation.
(11) Consolidation.
(12) Intercompany transactions.
(13) Deemed asset sales pursuant to section 338(g) elections.
(14) Other dispositions or events.
(l) [Reserved]
(m) Receipt of boot in nonrecognition transactions.
(1) Dispositions of transferred stock or securities.
(2) Dispositions of assets of transferred corporation.
(n) Special rules for distributions with respect to stock.
(1) Certain dividend equivalent redemptions treated as dispositions.
(2) Gain recognized under section 301(c)(3).
(o) Dispositions or other events that terminate or reduce the amount of gain subject to the gain recognition agreement.
(1) Taxable disposition of stock of the transferee foreign corporation.
(2) Gain recognized in connection with certain nonrecognition transactions.
(3) Gain recognized under section 301(c)(3).
(4) Dispositions of substantially all of the assets of a domestic transferred corporation.
(5) Certain distributions or transfers of transferred stock or securities to U.S. persons.
(6) Dispositions or other event following certain intercompany transactions.
(7) Expropriations under foreign law.
(p) Relief for certain failures to file or failures to comply that are not willful.
(1) In general.
(2) Procedures for establishing that a failure to file or failure to comply was not willful.
(3) Examples.
(q) Examples.
(1) Presumed facts and references.
(2) Examples.
(r) Effective/applicability date.
(1) General rule.
(2) Applicability to transfers occurring before March 13, 2009.
(3) Applicability to requests for relief submitted before November 19, 2014.