26 USC 361 - Nonrecognition of gain or loss to corporations; treatment of distributions

U.S Code last checked for updates: Sep 29, 2026

§ 361.

Nonrecognition of gain or loss to corporations; treatment of distributions

(a)

General rule

(b)

Exchanges not solely in kind

(1)

Gain

If subsection (a) would apply to an exchange but for the fact that the property received in exchange consists not only of stock or securities permitted by subsection (a) to be received without the recognition of gain, but also of other property or money, then—

(A)

Property distributed

(B)

Property not distributed

The amount of gain recognized under subparagraph (B) shall not exceed the sum of the money and the fair market value of the other property so received which is not so distributed.

(2)

Loss

(3)

Treatment of transfers to creditors

(c)

Treatment of distributions

(1)

In general

(2)

Distributions of appreciated property

(A)

In general

If—

(i)

in a distribution referred to in paragraph (1), the corporation distributes property other than qualified property, and

(ii)

the fair market value of such property exceeds its adjusted basis (in the hands of the distributing corporation),

then gain shall be recognized to the distributing corporation as if such property were sold to the distributee at its fair market value.

(B)

Qualified property

For purposes of this subsection, the term “qualified property” means—

(i)

any stock in (or right to acquire stock in) the distributing corporation or obligation of the distributing corporation, or

(ii)

any stock in (or right to acquire stock in) another corporation which is a party to the reorganization or obligation of another corporation which is such a party if such stock (or right) or obligation is received by the distributing corporation in the exchange.

(C)

Treatment of liabilities

(3)

Treatment of certain transfers to creditors

(4)

Coordination with other provisions

(5)

Cross reference

(Aug. 16, 1954, ch. 736, 68A Stat. 118; Pub. L. 99–514, title XVIII, § 1804(g)(1), Oct. 22, 1986, 100 Stat. 2805;

cite as: 26 USC 361