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§332 — Complete liquidations of subsidiaries

125 cases·18 followed·20 distinguished·2 criticized·1 limited·1 overruled·83 cited—14% support

Statute Text — 26 U.S.C. §332

(a)General rule

No gain or loss shall be recognized on the receipt by a corporation of property distributed in complete liquidation of another corporation.

(b)Liquidations to which section applies

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.

(c)Deductible liquidating distributions of regulated investment companies and real estate investment trusts

If a corporation receives a distribution from a regulated investment company or a real estate investment trust which is considered under subsection (b) as being in complete liquidation of such company or trust, then, notwithstanding any other provision of this chapter, such corporation shall recognize and treat as a dividend from such company or trust an amount equal to the deduction for dividends paid allowable to such company or trust by reason of such distribution.

(d)Recognition of gain on liquidation of certain holding companies
(1)In general

In the case of any distribution to a foreign corporation in complete liquidation of an applicable holding company—

(A)

subsection (a) and section 331 shall not apply to such distribution, and

(B)

such distribution shall be treated as a distribution of property to which section 301 applies.

(2)Applicable holding company

For purposes of this subsection:

(A)In general

The term “applicable holding company” means any domestic corporation—

(i)

which is a common parent of an affiliated group,

(ii)

stock of which is directly owned by the distributee foreign corporation,

(iii)

substantially all of the assets of which consist of stock in other members of such affiliated group, and

(iv)

which has not been in existence at all times during the 5 years immediately preceding the date of the liquidation.

(B)Affiliated group

For purposes of this subsection, the term “affiliated group” has the meaning given such term by section 1504(a) (without regard to paragraph (2) of section 1504(b)).

(3)Coordination with subpart F

If the distributee of a distribution described in paragraph (1) is a controlled foreign corporation (as defined in section 957), then notwithstanding paragraph (1) or subsection (a), such distribution shall be treated as a distribution to which section 331 applies.

(4)Regulations

The Secretary shall provide such regulations as appropriate to prevent the abuse of this subsection, including regulations which provide, for the purposes of clause (iv) of paragraph (2)(A), that a corporation is not in existence for any period unless it is engaged in the active conduct of a trade or business or owns a significant ownership interest in another corporation so engaged.

Treasury Regulations

  • Treas. Reg. §Treas. Reg. §1.332-1 Distributions in liquidation of subsidiary corporation; general
  • Treas. Reg. §Treas. Reg. §1.332-2 Requirements for nonrecognition of gain or loss
  • Treas. Reg. §Treas. Reg. §1.332-2(a) The nonrecognition of gain or loss under section 332 is limited to the receipt of property by a corporation that is the actual owner of stock (in the liquidating corporation) meeting the requirements of section 1504(a)(2).
  • Treas. Reg. §Treas. Reg. §1.332-2(b) Section 332 applies only to those cases in which the recipient corporation receives at least partial payment for the stock which it owns in the liquidating corporation.
  • Treas. Reg. §Treas. Reg. §1.332-2(c) To constitute a distribution in complete liquidation within the meaning of section 332, the distribution must be (1) made by the liquidating corporation in complete cancellation or redemption of all of its stock in accordance with a plan of liquidation, or (2) one of a series of distributions in complete cancellation or redemption of all its stock in accordance with a plan of liquidation.
  • Treas. Reg. §Treas. Reg. §1.332-2(d) If a transaction constitutes a distribution in complete liquidation within the meaning of the Internal Revenue Code of 1954 and satisfies the requirements of section 332, it is not material that it is otherwise described under the local law.
  • Treas. Reg. §Treas. Reg. §1.332-2(e) §1.332-2(e)
  • Treas. Reg. §Treas. Reg. §1.332-2(f) Applicability date.
  • Treas. Reg. §Treas. Reg. §1.332-3 Liquidations completed within one taxable year
  • Treas. Reg. §Treas. Reg. §1.332-4 Liquidations covering more than one taxable year
  • Treas. Reg. §Treas. Reg. §1.332-4(a) If the plan of liquidation is consummated by a series of distributions extending over a period of more than one taxable year, the nonrecognition of gain or loss with respect to the distributions in liquidation shall, in addition to the requirements of § 1.
  • Treas. Reg. §Treas. Reg. §1.332-4(b) Pending the completion of the liquidation, if there is a compliance with paragraph (a) (1), (2), and (3) of this section and § 1.
  • Treas. Reg. §Treas. Reg. §1.332-5 Distributions in liquidation as affecting minority interests
  • Treas. Reg. §Treas. Reg. §1.332-6 Records to be kept and information to be filed with return
  • Treas. Reg. §Treas. Reg. §1.332-6(a) Statement filed by recipient corporation.
  • Treas. Reg. §Treas. Reg. §1.332-6(b) Filings by the liquidating corporation.
  • Treas. Reg. §Treas. Reg. §1.332-6(c) Definitions.
  • Treas. Reg. §Treas. Reg. §1.332-6(d) Substantiation information.
  • Treas. Reg. §Treas. Reg. §1.332-6(e) Effective/applicability date.
  • Treas. Reg. §Treas. Reg. §1.332-6(i) §1.332-6(i)
  • Treas. Reg. §Treas. Reg. §1.332-7 Indebtedness of subsidiary to parent
  • Treas. Reg. §Treas. Reg. §1.332-8 Recognition of gain on liquidation of certain holding companies
  • Treas. Reg. §Treas. Reg. §1.332-8(a) Definition of controlled foreign corporation.
  • Treas. Reg. §Treas. Reg. §1.332-8(b) Applicability date.

125 Citing Cases

OVERRULED TBL Licensing LLC f.k.a. The Timberland Company, and Subsidiaries (A Consolidated Group), Petitioner 158 T.C. No. 1 · 2022

Instead, because petitioner’s election to be disregarded resulted in a reorganization described in section 368(a)(1)(F), the construct that would otherwise have been supplied by the entity classification regulations is superseded by a construct necessary to apply to the reorganization the operative nonrecognition provisions of sections 354 and 361.

DIST. Dover Corporation & Subsidiaries, Petitioner 122 T.C. No. 19 · 2004

Unlike situations 1 and 2, situation 3 does not involve a sec. 332 liquidation entailing a carryover of tax attributes under sec.

LIMITED Don E. Kramer, Petitioner · 2001

tion that a de facto liquidation had occurred for Federal tax purposes: (1) Whether there is a manifest intention to liquidate; (2) whether - 9 - there is a continuing purpose to terminate corporate affairs and dissolve the corporation; and (3) whether the corporation’s activities are directed and confined to that purpose.

FOLLOWED R Ball for R Ball III by Appt, Petitioner T.C. Memo. 2013-39 · 2013

When WRIC made the Qsub election, WRIC engaged in a deemed liquidation ofAIS -19- [*19] pursuant to section 332 because WRIC held more than 80% ofthe vote and value ofAIS.

Dover Corp. v. Commissioner 122 T.C. 324 · 2004

ings Petitioner also argues that respondent’s position in this case is “wholly inconsistent with” his position contained in published revenue rulings, which, under principles derived from the attribute carryover rules of section 381(c) applicable to section 332 liquidations, “unequivocally attribute the trade or business of a subsidiary that is liquidated under section 332 to its parent.” Therefore, because H&C’s disregarded entity election involved a deemed section 332 liquidation of H&C, see s

Ethel Ball For R Ball III Apt 2/9/1967, Petitioner T.C. Memo. 2013-39 · 2013

After concessions the issue remaining for our consideration is whether petitioners properly increased their adjusted bases in shares ofan S corporation pursuant to sections 1366 and 1367 after the S corporation made a qualified subchapter S subsidiary election (Qsub election) pursuant to section 1361, which resulted in a deemed section 332 liquidation ofa subsidiary.

R Ball Jr. F/B/O R Ball III 12/22/1976, Petitioner T.C. Memo. 2013-39 · 2013

After concessions the issue remaining for our consideration is whether petitioners properly increased their adjusted bases in shares ofan S corporation pursuant to sections 1366 and 1367 after the S corporation made a qualified subchapter S subsidiary election (Qsub election) pursuant to section 1361, which resulted in a deemed section 332 liquidation ofa subsidiary.

R Ball Children Trust 9/9/1969, Petitioner T.C. Memo. 2013-39 · 2013

After concessions the issue remaining for our consideration is whether petitioners properly increased their adjusted bases in shares ofan S corporation pursuant to sections 1366 and 1367 after the S corporation made a qualified subchapter S subsidiary election (Qsub election) pursuant to section 1361, which resulted in a deemed section 332 liquidation ofa subsidiary.

Ethel Ball For A L Ball AS Appt, Petitioner T.C. Memo. 2013-39 · 2013

After concessions the issue remaining for our consideration is whether petitioners properly increased their adjusted bases in shares ofan S corporation pursuant to sections 1366 and 1367 after the S corporation made a qualified subchapter S subsidiary election (Qsub election) pursuant to section 1361, which resulted in a deemed section 332 liquidation ofa subsidiary.

Alta Subordinated Debt Partners III L.P., Transferee, Petitioner · 2020

on May 31, 2001, SCC had merged into an ICA affiliated entity named Shockley Delaware Corp. (SDC) and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their then home -

Allsop Venture Partners III Limited Partnership, Transferee, Petitioner · 2020

on May 31, 2001, SCC had merged into an ICA affiliated entity named Shockley Delaware Corp. (SDC) and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their then home -

State of Wisconsin Investment Board, Transferee, Petitioner · 2020

on May 31, 2001, SCC had merged into an ICA affiliated entity named Shockley Delaware Corp. (SDC) and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their then home -

Alta V Limited Partnership, Transferee, Petitioner · 2020

on May 31, 2001, SCC had merged into an ICA affiliated entity named Shockley Delaware Corp. (SDC) and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their then home -

MCM Investment Management, LLC, Mark & C'Ann McMillin Family Trust Dated 04/09/1990, Tax Matters Partner, Petitioners · 2019

89. 5 The specific issue before the Court in Spaulding Bakeries, Inc. v. Commissioner, 27 T.C. 684 (1957), M, 252 F.2d 693 (2d Cir. 1958), was whether the nonrecognition rule in sec. 112(b)(6) ofthe Internal Revenue Code of 1939, the predecessor to sec. 332, applied to bar the taxpayer, a corporation, from claiming the worthless stock deduction. That rule prevents a corporation from recognizing gain or loss upon receipt ofproperty distributed in complete liquidation ofanother corporation, under

Keith A. Tucker & Laura B. Tucker, Petitioners · 2017

Tucker structured the transaction to take advantage ofthe section 332 nonrecognition rule for corporate shareholders and avoided recognizing gain from the deemed liquidation upon Epsolon's partnership election.

Sandra K. Shockley, Transferee, Petitioner · 2015

its 2001 tax year and zero tax due. It also reported that on May 31, 2001, SCC had merged into SDC and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. - 24 - [*24] On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their

Shockley Holdings, Limited Partnership, Transferee, Petitioner · 2015

its 2001 tax year and zero tax due. It also reported that on May 31, 2001, SCC had merged into SDC and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. - 24 - [*24] On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their

Terry K. Shockley, Transferee, Petitioner · 2015

its 2001 tax year and zero tax due. It also reported that on May 31, 2001, SCC had merged into SDC and that immediately thereafter SDC converted into a Delaware limited liability company resulting in SCC's liquidation and tax-free distribution under section 332. - 24 - [*24] On February 18, 2005, the IRS issued multiple notices ofdeficiency relating to SCC's short tax year ended May 31, 2001. On May 25, 2005, the Shockleys filed a petition in response to the notice that was sent to them at their

Textron Inc. and Subsidiary Companies, Petitioner 115 T.C. No. 6 · 2000

Paul Revere was liquidated into AVCO in a tax-free liquidation under section 332 on December 30, 1987.

Textron Inc. v. Commissioner 115 T.C. 104 · 2000

Paul Revere was liquidated into AVCO in a tax-free liquidation under section 332 on December 30, 1987.

Claude M. & Mary B. Ballard, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Claude M. & Mary B. Ballard, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates Ltd., and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Robert W. Lisle, Deceased, Thomas W. Lisle & Amy L. Albrecht, Independent Co-Executors; and Estate of Donna M. Lisle, Deceased, Thomas W. Lisle & Amy L. Albrecht, Independent Co-Executors, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Robert W. Lisle, Deceased, Thomas W. Lisle & Amy L. Albrecht, Independent Co-Executors; and Estate of Donna M. Lisle, Deceased, Thomas W. Lisle & Amy L. Albrecht, Independent Co-Executors, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Claude M. & Mary B. Ballard, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Robert W. Lisle, Deceased; Thomas W. Lisle, and Amy L. Albrecht, Independent Co-Executors, and Estate of Donna M. Lisle, Deceased, Thomas W. Lisle and Amy L. Albrecht, Independent Co-Executors, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1, 000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that it

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Claude M. & Mary B. Ballard, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Robert W. Lisle, Deceased; Thomas W. Lisle & Amy L. Albrecht, Independent Co-Executors, & Estate of Donna M. Lisle, Deceased, Thomas W. Lisle& Amy L. Albrecht, Independent Co-Executors, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Burton W. Kanter & Naomi R. Kanter, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Investment Research Associates, Ltd. and Subsidiaries, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Burton W. Kanter & Naomi R. Kanter, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Burton W. Kanter & Naomi R. Kanter, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Claude M. & Mary B. Ballard, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Claude M. & Mary B. Ballard, Petitioner · 1999

under section 332 during 1983. In December 1983, IRA acquired 1,000 shares (100 percent) of the common stock of Carlco, TMT, and BWK, Inc. IRA's 1983 consolidated return and adjusting journal entries show that Schott's shares of IRA preferred stock were redeemed in 1983 in exchange for IRA's 1,000 shares of Cedilla Co. common stock. IRA reported that its

Aeroquip-Vickers, Inc. and Subsidiaries , f.k.a. Trinova Corporation and Subsidiaries, Petitioners 108 T.C. No. 6 · 1997

- 23 - With regard more specifically to the question of the relationship between the step transaction doctrine and the business purpose aspect of a transaction and in the context of analyzing a section 332 liquidation, the Court of Appeals for the Tenth Circuit in Associated Wholesale Grocers, Inc.

Trinova Corp. & Subsidiaries v. Commissioner 108 T.C. 68 · 1997

With regard more specifically to the question of the relationship between the step transaction doctrine and the business purpose aspect of a transaction and in the context of analyzing a section 332 liquidation, the Court of Appeals for the Tenth Circuit in Associated Wholesale Grocers, Inc.

Paul A. & Janet Mae Rendina, Petitioner T.C. Memo. 1996-392 · 1996

1984-381, the regulations under section 332 (governing subsidiary liquidations) contain a definition of “complete liquidation” under section 332 that applies equally to section 331: A status of liquidation exists when the corporation ceases to be a going concern and its activities are merely for the purpose of winding up its affairs, paying its debts and distributing any remainin

Sherwood Properties, Inc. v. Commissioner 89 T.C. 651 · 1987
H. K. Porter Co. v. Commissioner 87 T.C. 689 · 1986
Gerli & Co. v. Commissioner 73 T.C. 1019 · 1980
Estate of McWhorter v. Commissioner 69 T.C. 650 · 1978
International State Bank v. Commissioner 70 T.C. 173 · 1978
CHM Co. ex rel. McDougal v. Commissioner 68 T.C. 31 · 1977
Eastern Color Printing Co. v. Commissioner 63 T.C. 27 · 1974
Yoc Heating Corp. v. Commissioner 61 T.C. 168 · 1973
Kass v. Commissioner 60 T.C. 218 · 1973
Madison Square Garden Corp. v. Commissioner 58 T.C. 619 · 1972
American Manufacturing Co. v. Commissioner 55 T.C. 204 · 1970
Swiss Colony, Inc. v. Commissioner 52 T.C. 25 · 1969
Stevens Pass, Inc. v. Commissioner 48 T.C. 532 · 1967
Argus, Inc. v. Commissioner 45 T.C. 63 · 1965
United States Holding Co. v. Commissioner 44 T.C. 323 · 1965
J. C. Penney Co. v. Commissioner 37 T.C. 1013 · 1962
R Ball for R Ball III by Appt v. Commissioner of IRS 742 F.3d 552 · Cir.
Aeroquip-Vickers, Inc. And Subsidiaries, F/k/a Trinova Corp. And Subsidiaries v. Commissioner of Internal Revenue 347 F.3d 173 · Cir.
George L. Riggs, Inc. v. Commissioner 64 T.C. 474 · 1975
Estate of Glass v. Commissioner 55 T.C. 543 · 1970
IT&S of Iowa, Inc. v. Commissioner 97 T.C. 496 · 1991
VGS Corp. v. Commissioner 68 T.C. 563 · 1977
Pittsburgh Realty Investment Trust v. Commissioner 67 T.C. 260 · 1976
Hirshfield v. Commissioner 64 T.C. 103 · 1975
Covil Insulation Co. v. Commissioner 65 T.C. 364 · 1975
Kamis Engineering Co. v. Commissioner 60 T.C. 763 · 1973
Resorts International, Inc. v. Commissioner 60 T.C. 778 · 1973
Kansas Sand & Concrete, Inc. v. Commissioner 56 T.C. 522 · 1971
Luckman v. Commissioner 56 T.C. 1216 · 1971
Kaufman v. Commissioner 55 T.C. 1046 · 1971
First National State Bank of New Jersey v. Commissioner 51 T.C. 419 · 1968
Bijou Park Properties, Inc. v. Commissioner 47 T.C. 207 · 1966
Popular Library, Inc. v. Commissioner 39 T.C. 1092 · 1963
Gary L. & Ann T. Fish, Petitioner T.C. Memo. 2013-270 · 2013
Hamilton Industries Inc. v. Commissioner 97 T.C. 120 · 1991
Mars, Inc. v. Commissioner 88 T.C. 428 · 1987
Dunn Trust v. Commissioner 86 T.C. 745 · 1986
Pitcher v. Commissioner 84 T.C. 85 · 1985
Schuster v. Commissioner 84 T.C. 764 · 1985
Lessinger v. Commissioner 85 T.C. 824 · 1985
Mariani Frozen Foods, Inc. v. Commissioner 81 T.C. 448 · 1983
Hospital Corp. of America v. Commissioner 81 T.C. 520 · 1983
New York Fruit Auction Corp. v. Commissioner 79 T.C. 564 · 1982
Luman v. Commissioner 79 T.C. 846 · 1982
Hershey Foods Corp. v. Commissioner 76 T.C. 312 · 1981
Kaiser Aluminum & Chemical Corp. v. Commissioner 76 T.C. 325 · 1981
Bonaire Development Co. v. Commissioner 76 T.C. 789 · 1981
Braddock Land Co. v. Commissioner 75 T.C. 324 · 1980
Vercio v. Commissioner 73 T.C. 1246 · 1980
Hillsboro National Bank v. Commissioner 73 T.C. 61 · 1979
Dittler Bros. v. Commissioner 72 T.C. 896 · 1979
Tennessee Carolina Transportation, Inc. v. Commissioner 65 T.C. 440 · 1975
Newton Insert Co. v. Commissioner 61 T.C. 570 · 1974
Crown v. Commissioner 58 T.C. 825 · 1972
H. H. Robertson Co. v. Commissioner 59 T.C. 53 · 1972
Cabax Mills v. Commissioner 59 T.C. 401 · 1972
King v. Commissioner 55 T.C. 677 · 1971
Abegg v. Commissioner 50 T.C. 145 · 1968
Luckman v. Commissioner 50 T.C. 619 · 1968
Baker Commodities, Inc. v. Commissioner 48 T.C. 374 · 1967
Norman Scott, Inc. v. Commissioner 48 T.C. 598 · 1967
Joseph E. Seagram & Sons, Inc. v. Commissioner 46 T.C. 698 · 1966
Estate of Miller v. Commissioner 43 T.C. 760 · 1965
Frederick Steel Co. v. Commissioner 42 T.C. 13 · 1964
Henry C. Beck Builders, Inc. v. Commissioner 41 T.C. 616 · 1964
Acro Manufacturing Co. v. Commissioner 39 T.C. 377 · 1962
Jack Ammann Photogrammetric Engineers, Inc. v. Commissioner 39 T.C. 500 · 1962
Marwais Steel Co. v. Commissioner 38 T.C. 633 · 1962
Oregon Pulp & Paper Co. v. Commissioner 34 T.C. 624 · 1960
Estate of Slade v. Commissioner 15 T.C. 752 · 1950
United States v. Graham 598 F.3d 930 · Cir.
Aeroquip-Vickers v. CIR · Cir.
Dana Corporation v. Celotex Asbestos Settlement Trust, Intervenor-Appellant, Fireman's Fund Insurance Companies 251 F.3d 1107 · Cir.
Majestic Star Casino, LLC v. Barden Development, Inc. 716 F.3d 736 · Cir.