26 USC 354 - Exchanges of stock and securities in certain reorganizations

U.S Code last checked for updates: May 23, 2024

§ 354.

Exchanges of stock and securities in certain reorganizations

(a)

General rule

(1)

In general

(2)

Limitation

(A)

Excess principal amount

Paragraph (1) shall not apply if—

(i)

the principal amount of any such securities received exceeds the principal amount of any such securities surrendered, or

(ii)

any such securities are received and no such securities are surrendered.

(B)

Property attributable to accrued interest

(C)

Nonqualified preferred stock

(i)

In general

(ii)

Recapitalizations of family-owned corporations

(I)

In general

(II)

Family-owned corporation

(III)

Extension of statute of limitations

(3)

Cross references

(A)

For treatment of the exchange if any property is received which is not permitted to be received under this subsection (including nonqualified preferred stock and an excess principal amount of securities received over securities surrendered, but not including property to which paragraph (2)(B) applies), see section 356.

(B)

For treatment of accrued interest in the case of an exchange described in paragraph (2)(B), see section 61.

(b)

Exception

(1)

In general

Subsection (a) shall not apply to an exchange in pursuance of a plan of reorganization within the meaning of subparagraph (D) or (G) of section 368(a)(1), unless—

(A)

the corporation to which the assets are transferred acquires substantially all of the assets of the transferor of such assets; and

(B)

the stock, securities, and other properties received by such transferor, as well as the other properties of such transferor, are distributed in pursuance of the plan of reorganization.

(2)

Cross reference

(c)

Certain railroad reorganizations

(Aug. 16, 1954, ch. 736, 68A Stat. 112; Pub. L. 94–253, § 1(c), Mar. 31, 1976, 90 Stat. 296; Pub. L. 95–473, § 2(a)(2)(F), Oct. 17, 1978, 92 Stat. 1465; Pub. L. 96–589, §§ 4(e)(1), (h)(1), 6(i)(2), Dec. 24, 1980, 94 Stat. 3403, 3404, 3410; Pub. L. 101–508, title XI, § 11801(c)(8)(D), Nov. 5, 1990, 104 Stat. 1388–524; Pub. L. 104–88, title III, § 304(c), Dec. 29, 1995, 109 Stat. 944; Pub. L. 105–34, title X, § 1014(b), (e)(1), (2), Aug. 5, 1997, 111 Stat. 920, 921; Pub. L. 105–206, title VI, § 6010(e)(2), July 22, 1998, 112 Stat. 814.)

cite as: 26 USC 354