§351 — Transfer to corporation controlled by transferor

298 citing cases

Statute Text — 26 U.S.C. §351

(a)General rule

No gain or loss shall be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation.

(b)Receipt of property

If subsection (a) would apply to an exchange but for the fact that there is received, in addition to the stock permitted to be received under subsection (a), other property or money, then—

(1)

gain (if any) to such recipient shall be recognized, but not in excess of—

(A)

the amount of money received, plus

(B)

the fair market value of such other property received; and

(2)

no loss to such recipient shall be recognized.

(c)Special rules where distribution to shareholders

(1)In general

In determining control for purposes of this section, the fact that any corporate transferor distributes part or all of the stock in the corporation which it receives in the exchange to its shareholders shall not be taken into account.

(2)Special rule for section 355

If the requirements of section 355 (or so much of section 356 as relates to section 355) are met with respect to a distribution described in paragraph (1), then, solely for purposes of determining the tax treatment of the transfers of property to the controlled corporation by the distributing corporation, the fact that the shareholders of the distributing corporation dispose of part or all of the distributed stock, or the fact that the corporation whose stock was distributed issues additional stock, shall not be taken into account in determining control for purposes of this section.

(d)Services, certain indebtedness, and accrued interest not treated as property

For purposes of this section, stock issued for—

(1)

services,

(2)

indebtedness of the transferee corporation which is not evidenced by a security, or

(3)

interest on indebtedness of the transferee corporation which accrued on or after the beginning of the transferor’s holding period for the debt,

shall not be considered as issued in return for property.

(e)Exceptions

This section shall not apply to—

(1)Transfer of property to an investment company

A transfer of property to an investment company. For purposes of the preceding sentence, the determination of whether a company is an investment company shall be made—

(A)

by taking into account all stock and securities held by the company, and

(B)

by treating as stock and securities—

(i)

money,

(ii)

stocks and other equity interests in a corporation, evidences of indebtedness, options, forward or futures contracts, notional principal contracts and derivatives,

(iii)

any foreign currency,

(iv)

any interest in a real estate investment trust, a common trust fund, a regulated investment company, a publicly-traded partnership (as defined in section 7704(b)) or any other equity interest (other than in a corporation) which pursuant to its terms or any other arrangement is readily convertible into, or exchangeable for, any asset described in any preceding clause, this clause or clause (v) or (viii),

(v)

except to the extent provided in regulations prescribed by the Secretary, any interest in a precious metal, unless such metal is used or held in the active conduct of a trade or business after the contribution,

(vi)

except as otherwise provided in regulations prescribed by the Secretary, interests in any entity if substantially all of the assets of such entity consist (directly or indirectly) of any assets described in any preceding clause or clause (viii),

(vii)

to the extent provided in regulations prescribed by the Secretary, any interest in any entity not described in clause (vi), but only to the extent of the value of such interest that is attributable to assets listed in clauses (i) through (v) or clause (viii), or

(viii)

any other asset specified in regulations prescribed by the Secretary.

The Secretary may prescribe regulations that, under appropriate circumstances, treat any asset described in clauses (i) through (v) as not so listed.

(2)Title 11 or similar case

A transfer of property of a debtor pursuant to a plan while the debtor is under the jurisdiction of a court in a title 11 or similar case (within the meaning of section 368(a)(3)(A)), to the extent that the stock received in the exchange is used to satisfy the indebtedness of such debtor.

(f)Treatment of controlled corporation

If—

(1)

property is transferred to a corporation (hereinafter in this subsection referred to as the “controlled corporation”) in an exchange with respect to which gain or loss is not recognized (in whole or in part) to the transferor under this section, and

(2)

such exchange is not in pursuance of a plan of reorganization,

section 311 shall apply to any transfer in such exchange by the controlled corporation in the same manner as if such transfer were a distribution to which subpart A of part I applies.

(g)Nonqualified preferred stock not treated as stock

(1)In general

In the case of a person who transfers property to a corporation and receives nonqualified preferred stock—

(A)

subsection (a) shall not apply to such transferor, and

(B)

if (and only if) the transferor receives stock other than nonqualified preferred stock—

(i)

subsection (b) shall apply to such transferor; and

(ii)

such nonqualified preferred stock shall be treated as other property for purposes of applying subsection (b).

(2)Nonqualified preferred stock

For purposes of paragraph (1)—

(A)In general

The term “nonqualified preferred stock” means preferred stock if—

(i)

the holder of such stock has the right to require the issuer or a related person to redeem or purchase the stock,

(ii)

the issuer or a related person is required to redeem or purchase such stock,

(iii)

the issuer or a related person has the right to redeem or purchase the stock and, as of the issue date, it is more likely than not that such right will be exercised, or

(iv)

the dividend rate on such stock varies in whole or in part (directly or indirectly) with reference to interest rates, commodity prices, or other similar indices.

(B)Limitations

Clauses (i), (ii), and (iii) of subparagraph (A) shall apply only if the right or obligation referred to therein may be exercised within the 20-year period beginning on the issue date of such stock and such right or obligation is not subject to a contingency which, as of the issue date, makes remote the likelihood of the redemption or purchase.

(C)Exceptions for certain rights or obligations

(i)In general

A right or obligation shall not be treated as described in clause (i), (ii), or (iii) of subparagraph (A) if—

(I)

it may be exercised only upon the death, disability, or mental incompetency of the holder, or

(II)

in the case of a right or obligation to redeem or purchase stock transferred in connection with the performance of services for the issuer or a related person (and which represents reasonable compensation), it may be exercised only upon the holder’s separation from service from the issuer or a related person.

(ii)Exception

Clause (i)(I) shall not apply if the stock relinquished in the exchange, or the stock acquired in the exchange is in—

(I)

a corporation if any class of stock in such corporation or a related party is readily tradable on an established securities market or otherwise, or

(II)

any other corporation if such exchange is part of a transaction or series of transactions in which such corporation is to become a corporation described in subclause (I).

(3)Definitions

For purposes of this subsection—

(A)Preferred stock

The term “preferred stock” means stock which is limited and preferred as to dividends and does not participate in corporate growth to any significant extent. Stock shall not be treated as participating in corporate growth to any significant extent unless there is a real and meaningful likelihood of the shareholder actually participating in the earnings and growth of the corporation. If there is not a real and meaningful likelihood that dividends beyond any limitation or preference will actually be paid, the possibility of such payments will be disregarded in determining whether stock is limited and preferred as to dividends.

(B)Related person

A person shall be treated as related to another person if they bear a relationship to such other person described in section 267(b) or 707(b).

(4)Regulations

The Secretary may prescribe such regulations as may be necessary or appropriate to carry out the purposes of this subsection and sections 354(a)(2)(C), 355(a)(3)(D), and 356(e). The Secretary may also prescribe regulations, consistent with the treatment under this subsection and such sections, for the treatment of nonqualified preferred stock under other provisions of this title.

(h)Cross references

(1)

For special rule where another party to the exchange assumes a liability, see section 357.

(2)

For the basis of stock or property received in an exchange to which this section applies, see sections 358 and 362.

(3)

For special rule in the case of an exchange described in this section but which results in a gift, see section 2501 and following.

(4)

For special rule in the case of an exchange described in this section but which has the effect of the payment of compensation by the corporation or by a transferor, see section 61(a)(1).

(5)

For coordination of this section with section 304, see section 304(b)(3).

Treasury Regulations

Treas. Reg. §1.351-1Transfer to corporation controlled by transferor Show full text ▾ Collapse ▴

(a) In general—(1) Nonrecognition of gain or loss. Section 351(a) provides, in general, for the nonrecognition of gain or loss upon the transfer by one or more persons of property to a corporation solely in exchange for stock of such corporation if, immediately after the exchange, such person or persons are in control of the corporation to which the property was transferred. As used in section 351, the phrase “one or more persons” includes individuals, trusts, estates, partnerships, associations, companies, or corporations (see section 7701(a)(1)). To be in control of the transferee corporation, such person or persons must own immediately after the transfer stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of such corporation (see section 368(c)). In determining control under this section, the fact that any corporate transferor distributes part or all of the stock which it receives in the exchange to its shareholders shall not be taken into account. The phrase “immediately after the exchange” does not necessarily require simultaneous exchanges by two or more persons, but comprehends a situation where the rights of the parties have been previously defined and the execution of the agreement proceeds with an expedition consistent with orderly procedure. For purposes of this section, stock rights and stock warrants are not included in the term stock. In addition, for purposes of this section—

(i) Stock will not be treated as issued for property if it is issued for services rendered or to be rendered to or for the benefit of the issuing corporation; and

(ii) Stock will not be treated as issued for property if it is issued for property which is of relatively small value in comparison to the value of the stock already owned (or to be received for services) by the person who transferred such property and the primary purpose of the transfer is to qualify under this section the exchanges of property by other persons transferring property.

(2) Application. The application of section 351(a) is illustrated by the following examples:

(3) Underwritings of stock—(i) In general. For the purpose of section 351, if a person acquires stock of a corporation from an underwriter in exchange for cash in a qualified underwriting transaction, the person who acquires stock from the underwriter is treated as transferring cash directly to the corporation in exchange for stock of the corporation and the underwriter is disregarded. A qualified underwriting transaction is a transaction in which a corporation issues stock for cash in an underwriting in which either the underwriter is an agent of the corporation or the underwriter's ownership of the stock is transitory.

(ii) Effective date. This paragraph (a)(3) is effective for qualified underwriting transactions occurring on or after May 1, 1996.

(b) Multiple transferors—(1) Disproportionate transfers. When property is transferred to a corporation by two or more persons in exchange for stock, as described in paragraph (a) of this section, and the stock received is disproportionate to the transferor's prior interest in such property, the entire transaction will be given tax effect in accordance with its true nature, and the transaction may be treated as if the stock had first been received in proportion and then some of such stock had been used to make gifts (section 2501 and following), to pay compensation (sections 61(a)(1) and 83(a)), or to satisfy obligations of the transferor of any kind.

(2) Application. The application of paragraph (b)(1) of this section may be illustrated as follows:

(c)(1) The general rule of section 351 does not apply, and consequently gain or loss will be recognized, where property is transferred to an investment company after June 30, 1967. A transfer of property after June 30, 1967, will be considered to be a transfer to an investment company if—

(i) The transfer results, directly or indirectly, in diversification of the transferors' interests, and

(ii) The transferee is (a) a regulated investment company, (b) a real estate investment trust, or (c) a corporation more than 80 percent of the value of whose assets (excluding cash and nonconvertible debt obligations from consideration) are held for investment and are readily marketable stocks or securities, or interests in regulated investment companies or real estate investment trusts.

(2) The determination of whether a corporation is an investment company shall ordinarily be made by reference to the circumstances in existence immediately after the transfer in question. However, where circumstances change thereafter pursuant to a plan in existence at the time of the transfer, this determination shall be made by reference to the later circumstances.

(3) Stocks and securities will be considered readily marketable if (and only if) they are part of a class of stock or securities which is traded on a securities exchange or traded or quoted regularly in the over-the-counter market. For purposes of subparagraph (1)(ii)(c) of this paragraph, the term “readily marketable stocks or securities” includes convertible debentures, convertible preferred stock, warrants, and other stock rights if the stock for which they may be converted or exchanged is readily marketable. Stocks and securities will be considered to be held for investment unless they are (i) held primarily for sale to customers in the ordinary course of business, or (ii) used in the trade or business of banking, insurance, brokerage, or a similar trade or business.

(4) In making the determination required under subparagraph (1)(ii)(c) of this paragraph, stock and securities in subsidiary corporations shall be disregarded and the parent corporation shall be deemed to own its ratable share of its subsidiaries' assets. A corporation shall be considered a subsidiary if the parent owns 50 percent or more of (i) the combined voting power of all classes of stock entitled to vote, or (ii) the total value of shares of all classes of stock outstanding.

(5) A transfer ordinarily results in the diversification of the transferors' interests if two or more persons transfer nonidentical assets to a corporation in the exchange. For this purpose, if any transaction involves one or more transfers of nonidentical assets which, taken in the aggregate, constitute an insignificant portion of the total value of assets transferred, such transfers shall be disregarded in determining whether diversification has occurred. If there is only one transferor (or two or more transferors of identical assets) to a newly organized corporation, the transfer will generally be treated as not resulting in diversification. If a transfer is part of a plan to achieve diversification without recognition of gain, such as a plan which contemplates a subsequent transfer, however delayed, of the corporate assets (or of the stock or securities received in the earlier exchange) to an investment company in a transaction purporting to qualify for nonrecognition treatment, the original transfer will be treated as resulting in diversification.

(6)(i) For purposes of paragraph (c)(5) of this section, a transfer of stocks and securities will not be treated as resulting in a diversification of the transferors' interests if each transferor transfers a diversified portfolio of stocks and securities. For purposes of this paragraph (c)(6), a portfolio of stocks and securities is diversified if it satisfies the 25 and 50-percent tests of section 368(a)(2)(F)(ii), applying the relevant provisions of section 368(a)(2)(F). However, Government securities are included in total assets for purposes of the denominator of the 25 and 50-percent tests (unless the Government securities are acquired to meet the 25 and 50-percent tests), but are not treated as securities of an issuer for purposes of the numerator of the 25 and 50-percent tests.

(ii) Paragraph (c)(6)(i) of this section is effective for transfers completed on or after May 2, 1996. Transfers of diversified (within the meaning of paragraph (c)(6)(i) of this section), but nonidentical, portfolios of stocks and securities completed before May 2, 1996, may be treated either—

(A) Consistent with paragraph (c)(6)(i) of this section; or

(B) As resulting in diversification of the transferors' interests.

(7) The application of subparagraph (5) of this paragraph may be illustrated as follows:

(d) Applicability date. Paragraphs (a)(1) and (b)(1) of this section apply to transfers after October 2, 1989, for tax years ending after such date, except as specified in section 7203(c)(2) and (3) of Public Law 101-239.
Treas. Reg. §1.351-1(a)In general—(1) Nonrecognition of gain or loss. Show full text ▾ Collapse ▴

In general—(1) Nonrecognition of gain or loss. Section 351(a) provides, in general, for the nonrecognition of gain or loss upon the transfer by one or more persons of property to a corporation solely in exchange for stock of such corporation if, immediately after the exchange, such person or persons are in control of the corporation to which the property was transferred. As used in section 351, the phrase “one or more persons” includes individuals, trusts, estates, partnerships, associations, companies, or corporations (see section 7701(a)(1)). To be in control of the transferee corporation, such person or persons must own immediately after the transfer stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of such corporation (see section 368(c)). In determining control under this section, the fact that any corporate transferor distributes part or all of the stock which it receives in the exchange to its shareholders shall not be taken into account. The phrase “immediately after the exchange” does not necessarily require simultaneous exchanges by two or more persons, but comprehends a situation where the rights of the parties have been previously defined and the execution of the agreement proceeds with an expedition consistent with orderly procedure. For purposes of this section, stock rights and stock warrants are not included in the term stock. In addition, for purposes of this section—
Treas. Reg. §1.351-1(b)Multiple transferors—(1) Disproportionate transfers. Show full text ▾ Collapse ▴

Multiple transferors—(1) Disproportionate transfers. When property is transferred to a corporation by two or more persons in exchange for stock, as described in paragraph (a) of this section, and the stock received is disproportionate to the transferor's prior interest in such property, the entire transaction will be given tax effect in accordance with its true nature, and the transaction may be treated as if the stock had first been received in proportion and then some of such stock had been used to make gifts (section 2501 and following), to pay compensation (sections 61(a)(1) and 83(a)), or to satisfy obligations of the transferor of any kind.

(2) Application. The application of paragraph (b)(1) of this section may be illustrated as follows:
Treas. Reg. §1.351-1(c)§1.351-1(c) Show full text ▾ Collapse ▴

(1) The general rule of section 351 does not apply, and consequently gain or loss will be recognized, where property is transferred to an investment company after June 30, 1967. A transfer of property after June 30, 1967, will be considered to be a transfer to an investment company if—
Treas. Reg. §1.351-1(d)Applicability date. Show full text ▾ Collapse ▴

Applicability date. Paragraphs (a)(1) and (b)(1) of this section apply to transfers after October 2, 1989, for tax years ending after such date, except as specified in section 7203(c)(2) and (3) of Public Law 101-239.
Treas. Reg. §1.351-1(i)§1.351-1(i) Show full text ▾ Collapse ▴

The transfer results, directly or indirectly, in diversification of the transferors' interests, and

(ii) The transferee is (a) a regulated investment company, (b) a real estate investment trust, or (c) a corporation more than 80 percent of the value of whose assets (excluding cash and nonconvertible debt obligations from consideration) are held for investment and are readily marketable stocks or securities, or interests in regulated investment companies or real estate investment trusts.

(2) The determination of whether a corporation is an investment company shall ordinarily be made by reference to the circumstances in existence immediately after the transfer in question. However, where circumstances change thereafter pursuant to a plan in existence at the time of the transfer, this determination shall be made by reference to the later circumstances.

(3) Stocks and securities will be considered readily marketable if (and only if) they are part of a class of stock or securities which is traded on a securities exchange or traded or quoted regularly in the over-the-counter market. For purposes of subparagraph (1)(ii)(c) of this paragraph, the term “readily marketable stocks or securities” includes convertible debentures, convertible preferred stock, warrants, and other stock rights if the stock for which they may be converted or exchanged is readily marketable. Stocks and securities will be considered to be held for investment unless they are (i) held primarily for sale to customers in the ordinary course of business, or (ii) used in the trade or business of banking, insurance, brokerage, or a similar trade or business.

(4) In making the determination required under subparagraph (1)(ii)(c) of this paragraph, stock and securities in subsidiary corporations shall be disregarded and the parent corporation shall be deemed to own its ratable share of its subsidiaries' assets. A corporation shall be considered a subsidiary if the parent owns 50 percent or more of (i) the combined voting power of all classes of stock entitled to vote, or (ii) the total value of shares of all classes of stock outstanding.

(5) A transfer ordinarily results in the diversification of the transferors' interests if two or more persons transfer nonidentical assets to a corporation in the exchange. For this purpose, if any transaction involves one or more transfers of nonidentical assets which, taken in the aggregate, constitute an insignificant portion of the total value of assets transferred, such transfers shall be disregarded in determining whether diversification has occurred. If there is only one transferor (or two or more transferors of identical assets) to a newly organized corporation, the transfer will generally be treated as not resulting in diversification. If a transfer is part of a plan to achieve diversification without recognition of gain, such as a plan which contemplates a subsequent transfer, however delayed, of the corporate assets (or of the stock or securities received in the earlier exchange) to an investment company in a transaction purporting to qualify for nonrecognition treatment, the original transfer will be treated as resulting in diversification.

(6)(i) For purposes of paragraph (c)(5) of this section, a transfer of stocks and securities will not be treated as resulting in a diversification of the transferors' interests if each transferor transfers a diversified portfolio of stocks and securities. For purposes of this paragraph (c)(6), a portfolio of stocks and securities is diversified if it satisfies the 25 and 50-percent tests of section 368(a)(2)(F)(ii), applying the relevant provisions of section 368(a)(2)(F). However, Government securities are included in total assets for purposes of the denominator of the 25 and 50-percent tests (unless the Government securities are acquired to meet the 25 and 50-percent tests), but are not treated as securities of an issuer for purposes of the numerator of the 25 and 50-percent tests.

(ii) Paragraph (c)(6)(i) of this section is effective for transfers completed on or after May 2, 1996. Transfers of diversified (within the meaning of paragraph (c)(6)(i) of this section), but nonidentical, portfolios of stocks and securities completed before May 2, 1996, may be treated either—

(A) Consistent with paragraph (c)(6)(i) of this section; or

(B) As resulting in diversification of the transferors' interests.

(7) The application of subparagraph (5) of this paragraph may be illustrated as follows:
Treas. Reg. §1.351-2Receipt of property Show full text ▾ Collapse ▴

(a) If an exchange would be within the provisions of section 351(a) if it were not for the fact that the property received in exchange consists not only of property permitted by such subsection to be received without the recognition of gain, but also of other property or money, then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property. No loss to the recipient shall be recognized.

(b) See section 357 and the regulations pertaining to that section for applicable rules as to the treatment of liabilities as “other property” in cases subject to section 351, where another party to the exchange assumes a liability, or acquires property subject to a liability.

(c) See sections 358 and 362 and the regulations pertaining to those sections for applicable rules with respect to the determination of the basis of stock, securities, or other property received in exchanges subject to section 351.

(d) See part I (section 301 and following), subchapter C, chapter 1 of the Code, and the regulations thereunder for applicable rules with respect to the taxation of dividends where a distribution by a corporation of its stock or securities in connection with an exchange subject to section 351(a) has the effect of the distribution of a taxable dividend.

(e) See § 1.356-7(a) for the applicability of the definition of nonqualified preferred stock in section 351(g)(2) for stock issued prior to June 9, 1997, and for stock issued in transactions occurring after June 8, 1997, that are described in section 1014(f)(2) of the Taxpayer Relief Act of 1997, Public Law 105-34 (111 Stat. 788, 921). See § 1.356-7(c) for the treatment of preferred stock received in certain exchanges for common or preferred stock described in section 351(g)(2)(C)(i)(II).
Treas. Reg. §1.351-2(a)If an exchange would be within the provisions of section 351(a) if it were not for the fact that the property received in exchange consists not only of property permitted by such subsection to be received without the recognition of gain, but also of other property or money, then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property. Show full text ▾ Collapse ▴

If an exchange would be within the provisions of section 351(a) if it were not for the fact that the property received in exchange consists not only of property permitted by such subsection to be received without the recognition of gain, but also of other property or money, then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property. No loss to the recipient shall be recognized.
Treas. Reg. §1.351-2(b)See section 357 and the regulations pertaining to that section for applicable rules as to the treatment of liabilities as “other property” in cases subject to section 351, where another party to the exchange assumes a liability, or acquires property subject to a liability. Show full text ▾ Collapse ▴

See section 357 and the regulations pertaining to that section for applicable rules as to the treatment of liabilities as “other property” in cases subject to section 351, where another party to the exchange assumes a liability, or acquires property subject to a liability.
Treas. Reg. §1.351-2(c)See sections 358 and 362 and the regulations pertaining to those sections for applicable rules with respect to the determination of the basis of stock, securities, or other property received in exchanges subject to section 351. Show full text ▾ Collapse ▴

See sections 358 and 362 and the regulations pertaining to those sections for applicable rules with respect to the determination of the basis of stock, securities, or other property received in exchanges subject to section 351.
Treas. Reg. §1.351-2(d)See part I (section 301 and following), subchapter C, chapter 1 of the Code, and the regulations thereunder for applicable rules with respect to the taxation of dividends where a distribution by a corporation of its stock or securities in connection with an exchange subject to section 351(a) has the effect of the distribution of a taxable dividend. Show full text ▾ Collapse ▴

See part I (section 301 and following), subchapter C, chapter 1 of the Code, and the regulations thereunder for applicable rules with respect to the taxation of dividends where a distribution by a corporation of its stock or securities in connection with an exchange subject to section 351(a) has the effect of the distribution of a taxable dividend.
Treas. Reg. §1.351-2(e)See § 1. Show full text ▾ Collapse ▴

See § 1.356-7(a) for the applicability of the definition of nonqualified preferred stock in section 351(g)(2) for stock issued prior to June 9, 1997, and for stock issued in transactions occurring after June 8, 1997, that are described in section 1014(f)(2) of the Taxpayer Relief Act of 1997, Public Law 105-34 (111 Stat. 788, 921). See § 1.356-7(c) for the treatment of preferred stock received in certain exchanges for common or preferred stock described in section 351(g)(2)(C)(i)(II).
Treas. Reg. §1.351-3Records to be kept and information to be filed Show full text ▾ Collapse ▴

(a) Significant transferor. Every significant transferor must include a statement entitled, “STATEMENT PURSUANT TO § 1.351-3(a) BY [INSERT NAME AND TAXPAYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A SIGNIFICANT TRANSFEROR,” on or with such transferor's income tax return for the taxable year of the section 351 exchange. If a significant transferor is a controlled foreign corporation (within the meaning of section 957), each United States shareholder (within the meaning of section 951(b)) with respect thereto must include this statement on or with its return. The statement must include—

(1) The name and employer identification number (if any) of the transferee corporation;

(2) The date(s) of the transfer(s) of assets;

(3) The fair market value and basis of the property transferred by such transferor in the exchange, determined immediately before the transfer and aggregated as follows:

(i) Importation property transferred in a loss importation transaction, as defined in § 1.362-3(c)(2) and (3), respectively;

(ii) Loss duplication property as defined in § 1.362-4(g)(1);

(iii) Property with respect to which any gain or loss was recognized on the transfer (without regard to whether such property is also identified in paragraph (a)(3)(i) or (ii) of this section); and

(iv) Property not described in paragraph (a)(3)(i), (ii), or (iii) of this section.

(4) The date and control number of any private letter ruling(s) issued by the Internal Revenue Service in connection with the section 351 exchange.

(b) Transferee corporation. Except as provided in paragraph (c) of this section, every transferee corporation must include a statement entitled, “STATEMENT PURSUANT TO § 1.351-3(b) BY [INSERT NAME AND EMPLOYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A TRANSFEREE CORPORATION,” on or with its income tax return for the taxable year of the exchange. If the transferee corporation is a controlled foreign corporation (within the meaning of section 957), each United States shareholder (within the meaning of section 951(b)) with respect thereto must include this statement on or with its return. The statement must include—

(1) The name and taxpayer identification number (if any) of every significant transferor;

(2) The date(s) of the transfer(s) of assets;

(3) The fair market value and basis of property received in the exchange, determined immediately before the transfer and aggregated as follows:

(i) Importation property transferred in a loss importation transaction, as defined in § 1.362-3(c)(2) and (3), respectively;

(ii) Loss duplication property as defined in § 1.362-4(g)(1);

(iii) Property with respect to which any gain or loss was recognized on the transfer (without regard to whether such property is also identified in paragraph (b)(3)(ii) of this section);

(iv) Property not described in paragraph (b)(3)(i), (ii), or (iii) of this section; and

(4) The date and control number of any private letter ruling(s) issued by the Internal Revenue Service in connection with the section 351 exchange.

(c) Exception for certain transferee corporations. The transferee corporation is not required to file a statement under paragraph (b) of this section if all of the information that would be included in the statement described in paragraph (b) of this section is included in any statement(s) described in paragraph (a) of this section that is attached to the same return for the same section 351 exchange.

(d) Definitions. For purposes of this section:

(1) Significant transferor means a person that transferred property to a corporation and received stock of the transferee corporation in an exchange described in section 351 if, immediately after the exchange, such person—

(i) Owned at least five percent (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or

(ii) Owned at least one percent (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded.

(2) Publicly traded stock means stock that is listed on—

(i) A national securities exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f); or

(ii) An interdealer quotation system sponsored by a national securities association registered under section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).

(e) Substantiation information. Under § 1.6001-1(e), taxpayers are required to retain their permanent records and make such records available to any authorized Internal Revenue Service officers and employees. In connection with the exchange described in this section, these records should specifically include information regarding the amount, basis, and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such exchange.

(f) Effective/applicability date. This section applies to any taxable year beginning on or after May 30, 2006. However, taxpayers may apply this section to any original Federal income tax return (including any amended return filed on or before the due date (including extensions) of such original return) timely filed on or after May 30, 2006. For taxable years beginning before May 30, 2006, see § 1.351-3 as contained in 26 CFR part 1 in effect on April 1, 2006. Paragraphs (a)(3) and (b)(3) of this section apply with respect to exchanges under section 351 occurring on or after March 28, 2016, and also with respect to exchanges under section 351 occurring before such date as a result of an entity classification election under § 301.7701-3 of this chapter filed on or after March 28, 2016, unless such exchange is pursuant to a binding agreement that was in effect prior to March 28, 2016 and at all times thereafter.
Treas. Reg. §1.351-3(a)Significant transferor. Show full text ▾ Collapse ▴

Significant transferor. Every significant transferor must include a statement entitled, “STATEMENT PURSUANT TO § 1.351-3(a) BY [INSERT NAME AND TAXPAYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A SIGNIFICANT TRANSFEROR,” on or with such transferor's income tax return for the taxable year of the section 351 exchange. If a significant transferor is a controlled foreign corporation (within the meaning of section 957), each United States shareholder (within the meaning of section 951(b)) with respect thereto must include this statement on or with its return. The statement must include—

(1) The name and employer identification number (if any) of the transferee corporation;

(2) The date(s) of the transfer(s) of assets;

(3) The fair market value and basis of the property transferred by such transferor in the exchange, determined immediately before the transfer and aggregated as follows:
Treas. Reg. §1.351-3(b)Transferee corporation. Show full text ▾ Collapse ▴

Transferee corporation. Except as provided in paragraph (c) of this section, every transferee corporation must include a statement entitled, “STATEMENT PURSUANT TO § 1.351-3(b) BY [INSERT NAME AND EMPLOYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A TRANSFEREE CORPORATION,” on or with its income tax return for the taxable year of the exchange. If the transferee corporation is a controlled foreign corporation (within the meaning of section 957), each United States shareholder (within the meaning of section 951(b)) with respect thereto must include this statement on or with its return. The statement must include—

(1) The name and taxpayer identification number (if any) of every significant transferor;

(2) The date(s) of the transfer(s) of assets;

(3) The fair market value and basis of property received in the exchange, determined immediately before the transfer and aggregated as follows:
Treas. Reg. §1.351-3(c)Exception for certain transferee corporations. Show full text ▾ Collapse ▴

Exception for certain transferee corporations. The transferee corporation is not required to file a statement under paragraph (b) of this section if all of the information that would be included in the statement described in paragraph (b) of this section is included in any statement(s) described in paragraph (a) of this section that is attached to the same return for the same section 351 exchange.
Treas. Reg. §1.351-3(d)Definitions. Show full text ▾ Collapse ▴

Definitions. For purposes of this section:

(1) Significant transferor means a person that transferred property to a corporation and received stock of the transferee corporation in an exchange described in section 351 if, immediately after the exchange, such person—
Treas. Reg. §1.351-3(e)Substantiation information. Show full text ▾ Collapse ▴

Substantiation information. Under § 1.6001-1(e), taxpayers are required to retain their permanent records and make such records available to any authorized Internal Revenue Service officers and employees. In connection with the exchange described in this section, these records should specifically include information regarding the amount, basis, and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such exchange.
Treas. Reg. §1.351-3(f)Effective/applicability date. Show full text ▾ Collapse ▴

Effective/applicability date. This section applies to any taxable year beginning on or after May 30, 2006. However, taxpayers may apply this section to any original Federal income tax return (including any amended return filed on or before the due date (including extensions) of such original return) timely filed on or after May 30, 2006. For taxable years beginning before May 30, 2006, see § 1.351-3 as contained in 26 CFR part 1 in effect on April 1, 2006. Paragraphs (a)(3) and (b)(3) of this section apply with respect to exchanges under section 351 occurring on or after March 28, 2016, and also with respect to exchanges under section 351 occurring before such date as a result of an entity classification election under § 301.7701-3 of this chapter filed on or after March 28, 2016, unless such exchange is pursuant to a binding agreement that was in effect prior to March 28, 2016 and at all times thereafter.
Treas. Reg. §1.351-3(i)A national securities exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U. Show full text ▾ Collapse ▴

A national securities exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f); or

(ii) An interdealer quotation system sponsored by a national securities association registered under section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).

298 Citing Cases

Clear Sky Insurance Company, Inc, Petitioner T.C. Memo. 2025-78 · 2025

Accordingly, the funds it received in 2015 are income to CSI for that year. See § 61; see also Commissioner v. Glenshaw Glass Co., 348 U.S. 426, 430 (1955). Petitioners contend that the funds CSI received in 2015 may be excludable from income under section 351. This “capital contribution” theory is different from any theory advanced by petitioners in their Petitions, at trial, or in their posttrial briefs. Because petitioners failed to articulate the section 351 “capital contribution” theory in

Leon A. Greenblatt, III & Leslie N. Jabine, Petitioners · 2024

We disagree with petitioner husband’s beginning basis, which used the balance sheet as it existed at the end of the year.

3M Company and Subsidiaries, Petitioner 160 T.C. No. 3 · 2023

113, regarding the treatment of know-how as property in a section 351 transfer.

Liberty Global, Inc., Petitioner 161 T.C. No. 10 · 2023

income would not be deemed, and income would be measured using [the] amount realized (or purchase price) rather than fair market value. Pet’r’s Opening Br. 31. Section 904(f)(3) does, however, sometimes conflict with nonrecognition provisions (e.g., section 351). And it does sometimes conflict with sourcing rules (e.g., section 865), as in the case before us. And in those circumstances, the rule of section 904(f)(3) prevails over the conflicting rule elsewhere in the Code. In short, although the

Larson v. Commissioner T.C. Memo. 2022-3 · 2022

The taxpayers formed an S corporation and, in a section 351 transaction, the taxpayers transferred their interest in the UMLIC 12 [*12] Entities to the S corporation in exchange for common stock.

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

person to a foreign corporation only if the transfer takes the form of “an exchange described in section 351 or 361.” For an exchange to be described in section 351 or 361, it must be a transfer of property in exchange--at least in part--for stock of the recipient.

Barry A. Hacker & Celeste Hacker, Petitioners T.C. Memo. 2022-16 · 2022

See also Blossom II, at *26.

Complex Media, Inc., Petitioner · 2021

-31- [*31] section 351. Moreover, the duty of consistency might prevent it from taking a contrary position.13 13As we explained in Cluck v. Commissioner, 105 T.C. 324, 331 (1995), a "taxpayer owes the Commissioner the duty to be consistent in the tax treatment of items and will not be permitted to benefit from the taxpayer's own prior error or omission." The duty applies when, after the expiration of the period of limitations on assessing tax for an earlier year, the taxpayer, for the purpose of

New Capital Fire, Inc., Petitioner T.C. Memo. 2021-67 · 2021

at there is no basis for equitable estoppel when the Commissioner has knowledge of the facts. Manhattan Bldg. Co. involved a taxpayer who for a prior, closed year erroneously treated a transfer of real property as nontaxable under the predecessor to section 351. The Commissioner had audited the prior year’s return and did not adjust the claimed carryover basis. Id. at 1037, 1039, 1041-1042. On the sale of the real property nearly 20 years later, the taxpayer argued that the prior transfer was ta

Complex Media, Inc., Petitioner · 2021

Illinois Tool Works Inc. & Subsidiaries, Petitioner · 2018

The record establishes that this transaction was properly treated as a section 351 contribution and recorded as such on all relevant books and records maintain- ed by the ITW Group.

Eaton Corporation and Subsidiaries, Petitioner · 2017

Transferor ofProperty to a Foreign Corporation, dated June 29, 2002, CHPR reported that on December 17, 2001, it had transferred assets in a section 351 nonrecognition transaction.

Larry E. Austin & Belinda Austin, Petitioners · 2017

In a section 351 transaction each petitioner transferred to the company his respective ownership interests in the UMLIC entities, with a cost basis of$142,566, in exchange for 47,500 shares of the company's common stock. There were three primary reasons for this consoli- dation: to reduce the number oftax return filings and financial statement reports;

Estate of Arthur E. Kechijian, Deceased, Susan P. Kechijian and Scott E. Hoehn, Co-Executors, and Susan P. Kechijian, Petitioners · 2017

Raymond C. Johnson & Geraldine L. Johnson, Petitioners · 2016

The payments therefore provided significant economic benefit to Mr. Johnson and his business, Clean Hands. See Stinnett's Pontiac Serv., Inc. v. Commissioner, T.C. Memo. 1982-314 (holding that when a shareholderwas required to make capital contributions and caused a related company to pay the contributions, the payments were for the perso

Norma L. Slone, Transferee, Petitioner · 2016

Phillips wrote a memorandum describing Fortrend's plan to offset the gains from the asset sale by contributing high basis/low value assets to Berlinetta in a section 351 - 7 - [*7] transaction and selling those assets at a loss before the end of2001.

Thomas L. Weintraut, Transferee, Petitioner · 2016

The Internal Revenue Service takes the position that genuine non-tax business purposes must be present in the case ofan asset contribution in order for a transaction to meet the requirements of Section 351 ofthe Internal Revenue Code of 1986, as amended (the "Code").

Slone Family GST Trust, UA Dated August 6, 1998, Transferee, D. Jack Roberts, Trustee, Petitioners · 2016

Medtronic, Inc. & Consolidated Subsidiaries, Petitioner · 2016

The section 936 possession corporations each contributed substantially all oftheir operational assets, including employees, machinery, equipment, land, contracts, and associated liabilities to MPROC in exchange for MPROC stock in a section 351 nonrecogmtion transaction.

John M. & Karen M. Marshall, Transferees, Petitioners · 2016

Treasury bills with a face value of$140,000 and $100,000 cash to MAC in a section 351 transaction.

Key Carpets, Inc., Petitioner · 2016

Slone Revocable Trust, UA Dated September 20, 1994, Transferee, James C. Slone and Norma L. Slone, Trustees, Petitioners · 2016

Marshall Associated, LLC, Transferee, Petitioner · 2016

Treasury bills with a face value of$140,000 and $100,000 cash to MAC in a section 351 transaction.

Cynthia A. Fankhauser, Transferee, Petitioner · 2016

James C. Slone, Transferee, Petitioner · 2016

Estate of Richard L. Marshall, Deceased, Patsy L. Marshall, Personal Representative, and Patsy L. Marshall, Transferees, Petitioners · 2016

Treasury bills with a face value of$140,000 and $100,000 cash to MAC in a section 351 transaction.

Curtis D. Fankhauser, Transferee, Petitioner · 2016

J. Michael Bell & Sandra L. Bell, Petitioners · 2015

Whether Section 351 Governs the Tax Consequences ofthe Transaction Section 351(a) provides: "No gain or loss shall be recognized ifproperty is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control * * * ofth

MBA Real Estate, Inc., Petitioner · 2015

Duquesne Light Holdings, Inc. & Subsidiaries f.k.a. DQE, Inc. & Subsidiaries, Petitioners T.C. Memo. 2013-216 · 2013

ation ofthe refinery property (environmental remediation expenses). Id. The taxpayerprovided the funds used - to pay those expenses. Id. The taxpayer claimed deductions of$339,435, "In September 1996, the owner ofthe refinery property entered into a sec. 351 transaction with another ofThrifty's subsidiaries. Thrifty Oil Co. v. Commissioner, 139 T.C., 198, 200 (2012). In exchange for 90 shares ofthe latter subsidiary's stock, the owner ofthe refinery property transferred to that subsidiary a prom

Barnes Group, Inc. and Subsidiaries, Petitioner T.C. Memo. 2013-109 · 2013

hased by a corporation (corporation X) from its shareholders for less than fair market value and - 35 - [*35] subsequently exchanged for 80% ofthe newly issued stock ofanother corporation (corporation Y), in a transaction in which no gain or loss was recognized by either corporation under sections 351(a) and 1032(a). The revenue ruling first concludes that section 358(a) should not determine the basis ofthe stock received by each corporation-- Section 358(a) * * * provides * * * rules for deter

Larry E. Austin & Belinda Austin, Petitioners 141 T.C. No. 18 · 2013

In a section 351 transaction, each petitioner t ansferred his unrestricted ownership interest in the UMLIC Entities to UMLIC -Corp. in exchange for 47,500 shares ofits common stock. Concurrently, UMLIC S-Corp. issued 5,000 shares ofits common stock, in exchange for a note, to an employee stock ownership plan (ESOP) for its employees, including petitione

Gary L. & Ann T. Fish, Petitioner T.C. Memo. 2013-270 · 2013

After concessions,2 the only issue for decision is whether income received by petitioner husband's S corporation in a section 351 transaction with its subsidiary should be reclassified as ordinary income under section 1239.

Austin v. Commissioner 141 T.C. 551 · 2013

In a section 351 transaction, each petitioner transferred his unrestricted ownership interest in the UMLIC Entities to UMLIC S-Corp. in exchange for 47,500 shares of its common stock. Concurrently, UMLIC S-Corp. issued 5,000 shares of its common stock, in exchange for a note, to an employee stock ownership plan (ESOP) for its employees, including petiti

Gaughf Properties, L.P., Balazs Ventures, LLC, A Partner Other Than the Tax Matters Partner, Petitioners 139 T.C. No. 7 · 2012

District Court for the Northern District ofIllinois seeking to "Unlike the sec. 351 statement included with the Bodacious return, the sec.

Norma L. Slone, Transferee, Petitioner T.C. Memo. 2012-57 · 2012

Gadarian dated November 21, 2001, he explains Fortrend's plan to offset the gains from the asset sale by contributing high basis/low value assets to - 24 - Berlinetta in a section 351 transaction and selling those assets at a loss before the end of2001.

Thrifty Oil Co. & Subsidiaries, Petitioner 139 T.C. No. 6 · 2012

On September 27, 1996, Golden West and Earth Management engaged in a section 351 transaction.

Gerdau Macsteel Inc. and Affiliated Subsidiaries, Petitioner 139 T.C. No. 5 · 2012

Section 351(a) does not apply to the extent that the transferee's stock received in the exchange is NQPS.

G.D. Parker, Inc., Petitioner T.C. Memo. 2012-327 · 2012

Parker in which MBAF determined that the best way to offset the $7 million ofcapital gains for 2004 was to have Vilanova, petitioner's parent corporation, contribute to petitioner in a section 351 transaction shares ofstock.with a built-in loss.5 MBAF included a warning that the IRS could disallow the loss deduction to petitioner ifVilanova's transfer ofthe built-in loss asset did not have a legitimate business purpose.

Slone Family GST Trust, UA Dated August 6, 1998, Transferee, D. Jack Roberts, Trustee, Petitioners T.C. Memo. 2012-57 · 2012

G.D. Parker, Inc., Petitioner T.C. Memo. 2012-327 · 2012

Gerdau Macsteel, Inc. & Affiliated Subsidiaries v. Commissioner 139 T.C. 67 · 2012

In the revenue ruling the IRS ruled that certain contingent environmental liabilities that a transferee assumed in a section 351 exchange were not liabilities for purposes of sections 357(c)(1) and 358(d) and that the transferee, in accordance with its method of accounting, could, as appropriate, either deduct the liabilities as business expenses under section 162 or capitalize the liabilities as capital expenditures under section 263.

Thrifty Oil Co. & Subsidiaries v. Commissioner 139 T.C. 198 · 2012

On September 27, 1996, Golden West and Earth Management engaged in a section 351 transaction.

Gaughf Properties, L.P. v. Commissioner 139 T.C. 219 · 2012

Section 351 Disclosure Statement” which indicated that on December 27, 1999, Bodacious received from Mr. Gaughf an interest in an unnamed partnership having a basis of $4,513,528, that Mr. Gaughf received no property, money, or securities in exchange, and that Bodacious assumed no liabilities as a result of the transfer. The Bodacious return also r

Ralphs Grocery Company And Subsidiaries f.k.a. Ralphs Supermarkets, Inc. And Subsidiaries, Petitioners T.C. Memo. 2011-25 · 2011

ral.--The term "purchase" means any acq isition of stock, but only if-- (i) the basis of the stock in the hands of the purchasing corporat'ion is not detei-mined (I) in whole-or in part by referŠnce to the adjusted basis of such stodk in the hands of the person from whoS acquired, * * * [and] (ii) the stock is not acquired in an exchar ge to which section 351, 354, (continued.

CHC Industries, Inc., Petitioner T.C. Memo. 2011-33 · 2011

" in connection with the acquisition of the outstanding " On Oct. 12, 2000, SCALP contributed 5,500 shares of Trex Communications (basis $13,160,000, FMVa $62,000) and 72 shares of Paclaco Equities, Inc. (basis $3,768,090, FMV $20,000), to CDGH in a sec. 351 exchange. CDGH did not issue any actual securities in the exchange because, according to the transferee statement required by sec. 1.351-3(b), Income Tax Regs., SCALP owned 100 percent of the stock in CDGH. SCALP also executed a Certificate

Fred Meyer, Inc. and Subsidiaries, Petitioner T.C. Memo. 2011-25 · 2011

Jerry M. & Judy L. Slota, Petitioner · 2010

Petitioners also assert hat they contribut-ed.the crops and USDA payments to the corporation and therefore ,the corporation earned the income . Petitioners' focus on section 351 is misplaced. ,That 4 section governs the transfer of property to a corporation in exchange for stock in the" corporation. See sec. 351.. Moreover, petitioners

LR Development Company LLC, Transferee, Petitioner T.C. Memo. 2010-203 · 2010

nt to us this basis sfigure. Fortrend entities have-made such representations to us in other transactions. Second, Fortrend has asked us to provide an c opinion that the transfer of the Canadian currency from SCALP to * * * [BCAJ qualified under IRC Section 351. This is the same type of opinion we have rendered in other Fortrend transactions. Third, Fortrend has asked us t·o provide an opinion that * * * [BCA] took a carryover bas-is in the Canadian currency and the dollar amount of the basis *

Flextronics America, LLC; as Alternative Agent Pursuant To Treas. Reg. Sec. 1.1502-77A (e) (4) (ii) for C-Mac Holdings, Inc. & Subsidiaries ConsolidatedGroup, Petitioner T.C. Memo. 2010-245 · 2010

351 applies, if the sum of the liabilities assumed plus the- amount of the liabilities to which the property is - subject exceeds the total adjusted basis of the property transferred, then such excess shall be recognized as gain to the transferor.

LKF X Investments, LLC, LKF X Capital Corporation, Tax Matters Partner, Petitioners T.C. Memo. 2009-192 · 2009

the transaction as a nontaxable exchange under section 351 in which Mr .

Donald L. & Evelyn Russell, Petitioner T.C. Memo. 2008-246 · 2008

The Section 351 Transaction On September 1, 1997, Mr . Russell received 350 shares of UEC stock and Mr . Kopseng received 650 shares of UEC stock as part o f a transaction qualifyi g as a tax-free exchange under section 351(a) . As part of th section 351 transaction, Mr . Russell made a contribution to UEC f 375 shares of RGCstock, 1,108,056 shares of

Kligfeld Holdings; Kligfeld Corporation, Tax Matters Partner, Petitioners 128 T.C. No. 16 · 2007

Section 351 allows a person to transfer property to a corporation with no recognition of gain or loss, as long as he receives only that corporation’s stock in exchange for the property and, immediately after the exchange, is “in control” of the corporation. Kligfeld received only additional Corporation stock in the exchange, and since he was the so

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners T.C. Memo. 2007-21 · 2007

On or about May 15, 1983, Kanter directed the transfer of the grantor trusts’ real estate partnership interests to Cashmere in what was intended to be a nontaxable exchange under section 351 in return for Cashmere common and preferred stock.

Michael V. & Mary Ann Domulewicz, Petitioner 129 T.C. No. 3 · 2007

Petitioner and DII reported that transfer as a nontaxable exchange under section 351, and DII claimed a carryover basis in the transferred partnership interest equal to petitioner' s basis in DIP .

Claude M. & Mary B. Ballard, Petitioner T.C. Memo. 2007-21 · 2007

Estate of Burton W. Kanter, Deceased; Joshua S. Kanter, Executor; and Estate of Naomi R. Kanter, Deceased; Joshua S. Kanter, Executor, Petitioners T.C. Memo. 2007-21 · 2007

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 T.C. Memo. 2007-21 · 2007

Domulewicz v. Commissioner 129 T.C. 11 · 2007

Petitioner and Dll reported that transfer as a nontaxable exchange under section 351, and Dll claimed a carryover basis in the transferred partnership interest equal to petitioner’s basis in dip.

Kligfeld Holdings v. Commissioner 128 T.C. 192 · 2007

• On November 15, 1999, Kligfeld transferred a 98-percent interest in Holdings 1 to Corporation through a nontaxable section 351 exchange.

Omnitec Corporation, An Administratively Dissolved Corporation, Leland V. Lammert, President, Petitioners T.C. Memo. 2006-202 · 2006

351.486.3 (1990). In Starvest U.S., Inc. v. Commissioner, T.C. Memo. 1999-314, this Court held that a dissolved corporation under Florida law continued its corporate existence indefinitely to litigate matters affecting the corporation. In this case, neither party raised objection to the institution of this case by Omnitec to challenge responde

CMA Consolidated, Inc. & Subsidiaries, Inc., Petitioner T.C. Memo. 2005-16 · 2005

and an equipment purchase installment note and/or payment rights thereto (previously issued in “taxable sale”-leaseback transactions either to the Iowa Tribe’s partnership or another partnership in which the Iowa Tribe’s partnership held an interest) were transferred to the respective lease strip deal’s ultimate beneficiary/customer in a purported section 351 transaction.

Corona Film Finance Fund, LLC; Perry Lerner, Tax Matters Partner, Petitioners T.C. Memo. 2005-104 · 2005

itioner also offered into evidence a Jan. 3, 1997, memorandum from Messrs. Rokoff and Knott of Shearman & Sterling. The memorandum discusses a proposed transaction involving SMP’s transfer of high-basis assets to an existing corporation as part of a sec. 351 contribution. The memorandum does not analyze or discuss the transaction between the Ackerman group and CDR. In fact, the memorandum states that “P’s current members acquired a substantial portion of their interests in transactions unrelated

Rodney Noble & Jo Marie Payton, Petitioners · 2002

351; Fin Hay Realty Co. v. United States, 398 F.2d 694 (3d Cir. 1968). In particular, the undercapitalization of the corporation, petitioner’s control over the corporation, the fact that no dividends were declared, and the lack of loan documents satisfy the Court that there were no bona fide loans. Accordingly, we conclude that the payments ma

Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner; and Wells Fargo & Company (f.k.a. Norwest Corporation), A Partner Other Than the Tax Matters Partner, Petitioners T.C. Memo. 2002-97 · 2002

apitalized for the purpose of engaging in this transaction. Mr. Parmentier was not interested in any true investment in RD Leasing. He wanted cash but agreed to take and hold the RD Leasing preferred stock only in order to qualify the exchange under section 351. RD Leasing was required to maintain sufficient funds to pay the liquidation preference to Mr. Parmentier. We see no apparent reasons for the use of an exchange of the preferred stock for Mr. Parmentier’s interest in Andantech other than

Nicole Rose Corp., f.k.a. Quintron Corporation, Petitioners 117 T.C. No. 27 · 2001

- 11 - On September 30, 1993 (through a series of section 351 transfers involving a number of entities related to and controlled generally by Wolf and through which Atrium ultimately received stock in a corporation related to petitioner),6 Atrium transferred to petitioner Atrium’s remaining interests and obligations relating to the underlying Brussels Leaseback, the Atrium Sublease, and the Trust

Gary D. & Lindy H. Combrink, Petitioner 117 T.C. No. 8 · 2001

Although section 304(a) is expressly stated to override section 351 in most cases where both are potentially applicable, see sec.

Craig & Linda Seggerman, Petitioner T.C. Memo. 2001-99 · 2001

- 7 - After the section 351 transaction, Seggerman Farms refinanced a portion of the transferred debt.

Seggerman v. Commissioner T.C. Memo. 2001-99 · 2001

- 7 - After the section 351 transaction, Seggerman Farms refinanced a portion of the transferred debt.

Combrink v. Commissioner 117 T.C. 82 · 2001

Although section 304(a) is expressly stated to override section 351 in most cases where both are potentially applicable, see sec.

Nicole Rose Corp. v. Commissioner 117 T.C. 328 · 2001

On September 30, 1993 (through a series of section 351 transfers involving a number of entities related to and controlled generally by Wolf and through which Atrium ultimately received stock in a corporation related to petitioner), Atrium transferred to petitioner Atrium’s remaining interests and obligations relating to the underlying Brussels leaseback, the Atrium sublease, and the trust f

Hood's Institutional Foods, Inc., Petitioner 115 T.C. No. 14 · 2000

1946), that a corporation could deduct legal fees paid in connection with resolving a liability transferred to it by a predecessor partnership in a section 351 transaction. Upon reconsideration, we believe Holdcroft Transp. Co. is distinguishable.

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

In the example, a corporation receives a security from its newly formed subsidiary in a section 351 exchange, and the security is later redeemed.6 In 1966, when these regulations were implemented, and at all times through the year at issue, no gain or loss was recognized under the Code on the receipt of a 5(...continued) Regs., is inapplicable both to the 1977 stock redemption and the 1987 note redemption.

Midwest Stainless, Inc. and Robert A. & Mary J. Lechner, Petitioners T.C. Memo. 2000-314 · 2000

echner filed an individual income tax return for 1993, and Stainless filed a corporation income tax return for the fiscal year ended September 30, 1993. Attached to each of those returns was a statement regarding the organization of Stainless in a section 351 exchange. This statement recited that all assets of the sole proprietorship, including “cash accounts and other receivables”, were transferred to Stainless in exchange for its common stock, but that the “only liability assumed was withheld

Salina Partnership LP; FPL Group, Inc., A Partner Other Than the Tax Matters Partner, Petitioners T.C. Memo. 2000-352 · 2000

8-2 C.B. 129.] 10 Sec. 357(c) generally provides that a taxpayer who transfers property to a corporation with liabilities in excess of adjusted basis is considered to have realized a gain. Sec. 357(c)(3)(A) generally provides that, for purposes of a sec. 351 exchange, liabilities in excess of adjusted basis are excluded from consideration if the liability would give rise to a deduction or if it would be considered a distributive share or guaranteed payment under sec. 736(a). Sec. 357(c)(3)(B) pr

Martin v. Commissioner T.C. Memo. 2000-346 · 2000

ess, a certified public accountant who served Mr. Martin’s business and prepared corporate and individual income tax returns, assisted in attempting to structure the transaction to make it appear that Federal tax consequences would be deferred under section 351. On December 15, 1986, Mr. Martin, Life, FSCA and its parent entered into a three-step transaction where the Primera stock would be contributed to Glen H. Martin and Associates, Inc. (GHMA), in exchange for 2,400 shares of GHMA stock. GHM

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

In the example, a corporation receives a security from its newly formed subsidiary in a section 351 exchange, and the security is later redeemed.

Larry W. & Cynthia J. Van Wyk, Petitioner 113 T.C. No. 29 · 1999

learly illustrates this principle." The example provides as follows: A is the single shareholder in X, an electing small business corporation engaged in an activity described in § 465(c)(1). A contributed $50,000 to X in exchange for its stock under § 351. In addition, A borrowed $40,000 for which A assumed personal liability. A then loaned the entire amount to X for use in the activity. * * * At the close of the taxable year (without reduction for any loss of X) A's amount at risk is $90,000 ($

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

in a section 351 exchange for all of its shares of Cedilla Invest. and Zeus, plus $60,000.25 Zeus continued to hold an $807,028 receivable from Holding Co. plus $64,000 of receivables (exchanged during 1988 for a $64,000 receivable from HELO). No payments were made by Holding Co. or the others on the receivables, and no efforts were ever made to collect

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

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

John Bowden, Inc., Petitioner T.C. Memo. 1999-29 · 1999

In a transaction to which section 351 is applicable, Mr.

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

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

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

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

John C. & Karol Bowden, Petitioner T.C. Memo. 1999-30 · 1999

In a transaction to which section 351 is applicable, petitioner transferred property to the corporation in 1991 consisting of $10,000 cash, an airplane with a zero basis, a Ford 2The insurance companies are Farmers Insurance Exchange, Truck Insurance Exchange, Fire Insurance Exchange, Mid-Century Insurance Co., Farmers' Texas County Mutual Insurance Co., and Farmers New Wor

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

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

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

in a section 351 exchange for all of its (cid:16)04s2hares of Cedilla Invest. and Zeus, plus $60, 000.25 Zeus continued to hold an $807,028 receivable from Holding Co. plus $64,000 of.receivables (exchanged during 1988 for a $64,000 receivable from HELO) . No payments were made by Holding Co. or the others on the receivables, and no efforts were ever ma

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

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

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

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

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

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

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

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

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

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

Van Wyk v. Commissioner 113 T.C. 440 · 1999

illustrates this principle.” The example provides as follows: A is the single shareholder in X, an electing small business corporation engaged in an activity described in section 465(c)(1). A contributed $50,000 to X in exchange for its stock under section 351. In addition, A borrowed $40,000 for which A assumed personal liability. A then loaned the entire amount to X for use in the activity. * * * At the close of the taxable year (without reduction for any loss of X) A’s amount at risk is $90,

Char-Lil Corporation, Petitioner T.C. Memo. 1998-457 · 1998

ridan & Hoover, Lawton 12/01/83 212,845 1/24/89 155,000 63,798 5.0 6302-04 Cache Rd., Lawton 11/01/77 282,488 10/25/88 250,000 82,164 11.5 38th & Lee (lots), Lawton 1/01/86 23,250 5/01/86 30,687 3-0- 0.5 1Date of incorporation. Cost basis represents sec. 351 transfer from majority shareholder. 2Property was owned by petitioner as of Dec. 31, 1994. 3Undeveloped land. The following is a brief description of Mr. McKelvey's and petitioner's activity with respect to each of the above properties. - 5

Martin Ice Cream Company, Petitioner 110 T.C. No. 18 · 1998

e SIC was not engaged in the active conduct of a trade or business after the distribution of SIC stock to A. 4. Held, further, although MIC's transfer of intangible assets to SIC in exchange for SIC stock was entitled to nonrecognition of gain under sec. 351, I.R.C., the immediate distribution of SIC stock in redemption of A's stock in MIC was a distribution of appreciated property under secs. 311(b) and 317(b), I.R.C., on which recognized gain in the amount of $141,000 is taxable to MIC under s

Martin Ice Cream Co. v. Commissioner 110 T.C. 189 · 1998

Respondent acknowledges that petitioner was entitled to nonrecognition of gain under section 351 upon the transfer of assets to SIC in exchange for its stock but argues that petitioner recognized gain under section 311(b) on the immediately following distribution of the SIC stock to Arnold in redemption of his stock in petitioner.

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

The parties have stipulated that petitioner recognized no gain or loss upon the transaction whereby its glass business was transferred to LOF Glass, Inc., pursuant to the provisions of - 5 - section 351 or sections 354, 355, and 368(a)(1)(D) (except as required by such sections or section 357(c)), and that pursuant to section 355 neither petitioner nor Pilkington Holdings recognized any gain or loss upon the exchange of LOF Glass, Inc., shares for the LOF shares.

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

The parties have stipulated that petitioner recognized no gain or loss upon the transaction whereby its glass business was transferred to LOF Glass, Inc., pursuant to the provisions of section 351 or sections 354, 355, and 368(a)(1)(D) (except as required by such sections or section 357(c)), and that pursuant to section 355 neither petitioner nor Pilkington Holdings recognized any gain or loss upon the exchange of LOF Glass, Inc., shares for the LOF shares.

Medieval Show, Inc., Petitioner T.C. Memo. 1996-455 · 1996

Section 351 Transfers . . . . . . . . . . . . . . . . 54 VIII. California and New Jersey Expansion . . . . . . . . . 59 A. California . . . . . . . . . . . . . . . . . . . . 59 B. New Jersey . . . . . . . . . . . . . . . . . . . . 60 C. C&L Advice . . . . . . . . . . . . . . . . . . . . 61 IX. Dividends . . . . . . . . . . . . . . . . . . . . . . 6

National Industrial Investors, Inc., Petitioner T.C. Memo. 1996-151 · 1996

When Senter Associates incorporated and formed petitioner in a section 351 transaction, in which no gain was recognized, the basis of the Burke Building was carried over to petitioner from the prior partnership.

Donald J. & Judith E. Peracchi, Petitioner T.C. Memo. 1996-191 · 1996

The parties agree that the transactions under scrutiny qualify under the nonrecognition provision of section 351, except as that section may be limited by section 357(a) and (c)(1).

Jung K. & Hee S. Yoon, Petitioner T.C. Memo. 1996-459 · 1996

Caufield testified at trial that this document represented his initial computation of petitioners' section 351 transfer.

Estate of Howard Berger, Deceased; Susan Berger, Administratrix, Petitioners T.C. Memo. 1996-76 · 1996

154 (1957) (clear reflection of income trumps nonrecognition under section 351, whereas section 351 generally trumps assignment of income, Rev.

Estate of Howard Berger, Deceased; Susan Berger, Administratrix; and Susan Berger, Petitioners T.C. Memo. 1996-76 · 1996

154 (1957) (clear reflection of income trumps nonrecognition under section 351, whereas section 351 generally trumps assignment of income, Rev.

Don & Susanne C. Ballantyne, Petitioner T.C. Memo. 1996-456 · 1996

The Capitalization Agreement further states that: (1) The parties understand that it is to their mutual benefit that Balmac acquire title to the entire 86-acre Escondido property to enable Balmac to conclude arrangements to borrow $1,100,.000 from First Commercial Bank; (2) the parties intend to effect a section 351 tax free capitalization; and (3) the tax base on the 44.25 acres is a carryover basis.

National Industrial Investors, Inc., Petitioner T.C. Memo. 1996-423 · 1996

We found that Senter Associates (Senter), a partnership, incorporated and formed petitioner, contributing all Senter's assets in a section 351 transaction in which no gain was recognized, and that the basis of the Burke property was carried over to petitioner from Senter.

Medieval Attractions N.V., Petitioner T.C. Memo. 1996-455 · 1996

Medieval Dinner & Tournament, Inc., Successor in Interest to Medieval Attractions N.V., Petitioner T.C. Memo. 1996-455 · 1996

Medieval Attractions N. V., Petitioner T.C. Memo. 1996-455 · 1996

Kolonaki Imports, Inc., Petitioner T.C. Memo. 1995-546 · 1995

The assets were transferred under section 351, and the stock of GRS was issued in the name of Kolonaki.

Stores v. Commissioner T.C. Memo. 1995-546 · 1995

The assets were transferred under section 351, and the stock of GRS was issued in the name of Kolonaki.

George Georgiou & Judith Georgiou, a.k.a. Judy Georgiou, Petitioners T.C. Memo. 1995-546 · 1995

The assets were transferred under section 351, and the stock of GRS was issued in the name of Kolonaki.

Amazon.Com, Inc. & Subsidiaries, Petitioner · 2016

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

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

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

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

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

Loren R. & Dawn Kopseng, Petitioner T.C. Memo. 2009-29 · 2009

Hood v. Commissioner 115 T.C. 172 · 2000

Berry Petroleum Co. v. Commissioner 104 T.C. 584 · 1995

Gold Kist Inc. v. Commissioner 104 T.C. 696 · 1995

Sundstrand Corp. v. Commissioner 98 T.C. 518 · 1992

Victory Markets, Inc. v. Commissioner 99 T.C. 648 · 1992

Sundstrand Corp. v. Commissioner 96 T.C. 226 · 1991

Ash v. Commissioner 96 T.C. 459 · 1991

Gunther v. Commissioner 92 T.C. 39 · 1989

National Starch & Chemical Corp. v. Commissioner 93 T.C. 67 · 1989

Maloney v. Commissioner 93 T.C. 89 · 1989

Cal-Maine Foods, Inc. v. Commissioner 93 T.C. 181 · 1989

Esmark, Inc. v. Commissioner 90 T.C. 171 · 1988

Gantner v. Commissioner 91 T.C. 713 · 1988

Recklitis v. Commissioner 91 T.C. 874 · 1988

Martin v. Commissioner 90 T.C. 1078 · 1988

G.D. Searle & Co. v. Commissioner 88 T.C. 252 · 1987

Mars, Inc. v. Commissioner 88 T.C. 428 · 1987

Wyman-Gordon Co. v. Commissioner 89 T.C. 207 · 1987

Cottle v. Commissioner 89 T.C. 467 · 1987

Bhada v. Commissioner 89 T.C. 959 · 1987

Pitcher v. Commissioner 84 T.C. 85 · 1985

Knowlton v. Commissioner 84 T.C. 160 · 1985

Smith v. Commissioner 84 T.C. 889 · 1985

Eli Lilly & Co. v. Commissioner 84 T.C. 996 · 1985

New Mexico Timber Co. v. Commissioner 84 T.C. 1290 · 1985

Lessinger v. Commissioner 85 T.C. 824 · 1985

Pleasanton Gravel Co. v. Commissioner 85 T.C. 839 · 1985

Foster v. Commissioner 80 T.C. 34 · 1983

National-Standard Co. v. Commissioner 80 T.C. 551 · 1983

Hospital Corp. of America v. Commissioner 81 T.C. 520 · 1983

Magneson v. Commissioner 81 T.C. 767 · 1983

Weisbart v. Commissioner 79 T.C. 521 · 1982

Orr v. Commissioner 78 T.C. 1059 · 1982

International Telephone & Telegraph Corp. v. Commissioner 77 T.C. 60 · 1981

Hershey Foods Corp. v. Commissioner 76 T.C. 312 · 1981

Kaiser Aluminum & Chemical Corp. v. Commissioner 76 T.C. 325 · 1981

C-Lec Plastics, Inc. v. Commissioner 76 T.C. 601 · 1981

Bonaire Development Co. v. Commissioner 76 T.C. 789 · 1981

McDonald's of Zion, 432, Ill., Inc. v. Commissioner 76 T.C. 972 · 1981

Southern Pacific Transportation Co. v. Commissioner 75 T.C. 497 · 1980

Lomas Santa Fe, Inc. v. Commissioner 74 T.C. 662 · 1980

Yamamoto v. Commissioner 73 T.C. 946 · 1980

Armendaris Corp. v. Commissioner 72 T.C. 52 · 1979

Lake Gerar Development Co. v. Commissioner 71 T.C. 887 · 1979

Allied Industrial Cartage Co. v. Commissioner 72 T.C. 515 · 1979

Ramm v. Commissioner 72 T.C. 671 · 1979

Dittler Bros. v. Commissioner 72 T.C. 896 · 1979

Fred H. Lenway & Co. v. Commissioner 69 T.C. 620 · 1978

Shore v. Commissioner 69 T.C. 689 · 1978

Davis v. Commissioner 69 T.C. 814 · 1978

Penn-Dixie Steel Corp. v. Commissioner 69 T.C. 837 · 1978

D'Angelo Associates, Inc. v. Commissioner 70 T.C. 121 · 1978

Estate of Kappel v. Commissioner 70 T.C. 415 · 1978

Magill v. Commissioner 70 T.C. 465 · 1978

Focht v. Commissioner 68 T.C. 223 · 1977

Cline v. Commissioner 67 T.C. 889 · 1977

Templeton v. Commissioner 66 T.C. 509 · 1976

Intermountain Lumber Co. v. Commissioner 65 T.C. 1025 · 1976

O'Mealia Research & Development, Inc. v. Commissioner 64 T.C. 491 · 1975

Goldstone v. Commissioner 65 T.C. 113 · 1975

Estate of Smith v. Commissioner 63 T.C. 722 · 1975

Rosen v. Commissioner 62 T.C. 11 · 1974

Las Cruces Oil Co. v. Commissioner 62 T.C. 764 · 1974

Tri-City Dr. Pepper Bottling Co. v. Commissioner 61 T.C. 508 · 1974

Blevins v. Commissioner 61 T.C. 547 · 1974

Thatcher v. Commissioner 61 T.C. 28 · 1973

Yoc Heating Corp. v. Commissioner 61 T.C. 168 · 1973

Estate of Klein v. Commissioner 61 T.C. 332 · 1973

Mueller v. Commissioner 60 T.C. 36 · 1973

Hammerstrom v. Commissioner 60 T.C. 167 · 1973

Kass v. Commissioner 60 T.C. 218 · 1973

GPD, Inc. v. Commissioner 60 T.C. 480 · 1973

Gawler v. Commissioner 60 T.C. 647 · 1973

Wiebusch v. Commissioner 59 T.C. 777 · 1973

Adams v. Commissioner 58 T.C. 41 · 1972

Yale Avenue Corp. v. Commissioner 58 T.C. 1062 · 1972

Rodman v. Commissioner 57 T.C. 113 · 1971

Dennis v. Commissioner 57 T.C. 352 · 1971

Diamond v. Commissioner 56 T.C. 530 · 1971

Kamborian v. Commissioner 56 T.C. 847 · 1971

Alderman v. Commissioner 55 T.C. 662 · 1971

Gray v. Commissioner 56 T.C. 1032 · 1971

Evans v. Commissioner 54 T.C. 40 · 1970

Estate of Lammerts v. Commissioner 54 T.C. 420 · 1970

Montgomery Co. v. Commissioner 54 T.C. 986 · 1970

Rose Ann Coates Trust v. Commissioner 55 T.C. 501 · 1970

Erlich v. Commissioner 54 T.C. 1231 · 1970

Jos. K., Inc. v. Commissioner 51 T.C. 584 · 1969

Hutton v. Commissioner 53 T.C. 37 · 1969

James v. Commissioner 53 T.C. 63 · 1969

Ivey v. Commissioner 52 T.C. 76 · 1969

Schuster v. Commissioner 50 T.C. 98 · 1968

Abegg v. Commissioner 50 T.C. 145 · 1968

Nye v. Commissioner 50 T.C. 203 · 1968

Ambassador Apartments, Inc. v. Commissioner 50 T.C. 236 · 1968

Miller Bros. Electric, Inc. v. Commissioner 49 T.C. 446 · 1968

McSpadden v. Commissioner 50 T.C. 478 · 1968

Rivers v. Commissioner 49 T.C. 663 · 1968

Hollenbeck v. Commissioner 50 T.C. 740 · 1968

H. B. Zachry Co. v. Commissioner 49 T.C. 73 · 1967

Dearborn Gage Co. v. Commissioner 48 T.C. 190 · 1967

Baker Commodities, Inc. v. Commissioner 48 T.C. 374 · 1967

Stevens Pass, Inc. v. Commissioner 48 T.C. 532 · 1967

Emory v. Commissioner 47 T.C. 710 · 1967

Bijou Park Properties, Inc. v. Commissioner 47 T.C. 207 · 1966

Raich v. Commissioner 46 T.C. 604 · 1966

Joseph E. Seagram & Sons, Inc. v. Commissioner 46 T.C. 698 · 1966

Haserot v. Commissioner 46 T.C. 864 · 1966

Cox v. Commissioner 43 T.C. 448 · 1965

Burr Oaks Corp. v. Commissioner 43 T.C. 635 · 1965

Wolf v. Commissioner 43 T.C. 652 · 1965

Curry v. Commissioner 43 T.C. 667 · 1965

Simpson v. Commissioner 43 T.C. 900 · 1965

Argus, Inc. v. Commissioner 45 T.C. 63 · 1965

Baan v. Commissioner 45 T.C. 71 · 1965

Weinberg v. Commissioner 44 T.C. 233 · 1965

F. & D. Rentals, Inc. v. Commissioner 44 T.C. 335 · 1965

Hamrick v. Commissioner 43 T.C. 21 · 1964

Smith Leasing Co. v. Commissioner 43 T.C. 37 · 1964

Sherwood Memorial Gardens, Inc. v. Commissioner 42 T.C. 211 · 1964

Drybrough v. Commissioner 42 T.C. 1029 · 1964

Estate of Schmidt v. Commissioner 42 T.C. 1130 · 1964

Foxman v. Commissioner 41 T.C. 535 · 1964

Haserot v. Commissioner 41 T.C. 562 · 1964

Testor v. Commissioner 40 T.C. 273 · 1963

Estate of Wein v. Commissioner 40 T.C. 454 · 1963

Etheridge & Vanneman, Inc. v. Commissioner 40 T.C. 461 · 1963

Cotter v. Commissioner 40 T.C. 506 · 1963

Jack Ammann Photogrammetric Engineers, Inc. v. Commissioner 39 T.C. 500 · 1962

Kniffen v. Commissioner 39 T.C. 553 · 1962

Ezo Products Co. v. Commissioner 37 T.C. 385 · 1961

Makransky v. Commissioner 36 T.C. 446 · 1961

Gus Russell, Inc. v. Commissioner 36 T.C. 965 · 1961

Medical-Surgical Group, Inc. v. Commissioner 33 T.C. 888 · 1960

Easson v. Commissioner 33 T.C. 963 · 1960

Turnbow v. Commissioner 32 T.C. 646 · 1959

Stoumen v. Commissioner 27 T.C. 1014 · 1957

Seattle Trust & Savings Bank v. Commissioner 22 T.C. 1214 · 1954

WFC Holdings Corporation v. United States 728 F.3d 736 · Cir.

Island Industries, Inc. v. Sigma Corporation 142 F.4th 1153 · Cir.

Island Industries, Inc. v. Sigma Corporation · Cir.

Russell v. Commissioner 619 F.3d 908 · Cir.

Aeroquip-Vickers v. CIR · Cir.

Seggerman Farms, Inc. v. Commissioner 308 F.3d 803 · Cir.

Estate Burton Kanter v. CIR · Cir.

Lattera v. Commissioner IRS · Cir.

Rosemann v. Roto-Die · Cir.

Lakin v. Prudential Securities, Inc. 348 F.3d 704 · Cir.

United States v. Stevens · Cir.

WFC Holdings Corporation v. United States · Cir.

United States v. Christopher Hasson 26 F.4th 610 · Cir.

Nat'l Railroad Passenger Corp. v. Julie Su 41 F.4th 1147 · Cir.

Nat'l Railroad Passenger Corp. v. Julie Su · Cir.

United States v. Christopher Hasson · Cir.

United States v. Howard I. Green Mary Green Roylan Finance Ernestine Woodmansee Howard I. Green Mary Green 201 F.3d 251 · Cir.

Phillip L. Rosemann v. Roto-Die, Inc. 276 F.3d 393 · Cir.

Seggerman Farms, Inc. v. Commissioner Of Internal Revenue 308 F.3d 803 · Cir.

Lakin v. Prudential Securities, Inc. 348 F.3d 704 · Cir.

The Black & Decker Corporation v. United States 436 F.3d 431 · Cir.

George Lattera Angeline Lattera v. Commissioner of Internal Revenue 437 F.3d 399 · Cir.

Majestic Star Casino, LLC v. Barden Development, Inc. 716 F.3d 736 · Cir.

TBL Licensing LLC, f/k/a the Timberland Co.Subsid v. Werfel 82 F.4th 12 · Cir.

§351 — Transfer to corporation controlled by transferor

298 Citing Cases

New cases, delivered.