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TITLE 26-INTERNAL REVENUE CODE Subsec. (d). Pub. L. 91-681 added subsec. (d). EFFECTIVE DATE OF 1976 AMENDMENT Section 1042(e) of Pub. L. 94-455 provided that: "(1) The amendments made by this section (other than by subsection (d)) [amending sections 367, 751(c) and 1248(2)(A), (C), (f) to (h) of this title] shall apply to transfers beginning after October 9, 1975, and to sales, exchanges, and distributions taking place after such date. The amendments made by subsection (d) [enacting section 7477 of this title and amending sec- tions 7476 and 7482(b)(1) of this title] shall apply with respect to pleadings filed with the Tax Court after the date of the enactment of this Act [Oct. 4, 1976] but only with respect to transfers beginning after October 9, 1975. "(2) In the case of any exchange described in section 367 of the Internal Revenue Code of 1954 [section 367 of this title] (as in effect on December 31, 1974) in any taxable year beginning after December 31, 1962, and before the date of the enactment of this Act [Oct. 4, 1976], which does not involve the transfer of property to or from a United States person, a taxpayer shall have for purposes of such section until 183 days after the date of the enactment of this Act [Oct. 4, 1976] to file a request with the Secretary of the Treasury or his delegate seeking to establish to the satisfaction of the Secretary of the Treasury or his delegate that such exchange was not in pursuance of a plan having as one of its principal purposes the avoidance of Fed- eral income taxes and that for purposes of such sec- tion a foreign corporation is to be treated as a foreign corporation." EFFECTIVE DATE OF 1971 AMENDMENT Section 1(c) of Pub. L. 91-681 provided that: "The amendments made by this section [amending this sec- tion and section 1492 of this title] shall apply to trans- fers made after December 31, 1967; except that sec- tions 367(d) and 1492 of the Internal Revenue Code of 1954 [this section and section 1492 of this title] (as amended by this section) shall apply only with respect to transfers made after December 31, 1970. SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in sections 819A, 1492, 7477 of this title. § 368. Definitions relating to corporate reorganiza- tions (a) Reorganization (1) In general For purposes of parts I and II and this part, the term "reorganization" means-- (A) a statutory merger or consolidation; (B) the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corpora- tion), of stock of another corporation if, im- mediately after the acquisition, the acquir- ing corporation has control of such other corporation (whether or not such acquiring corporation had control Immediately before the acquisition); (C) the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corpora- tion), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other, or the fact that property acquired is subject to a liability, shall be disregarded; (D) a transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transfer- or, or one or more of its shareholders (in- cluding persons who were shareholders im- mediately before the transfer), or any com- bination thereof, is in control of the corpo- ration to which the assets are transferred; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354, 355, or 356; (E) a recapitalization; or (F) a mere change in identity, form, or place of organization, however effected. (2) Special rules relating to paragraph (1) (A) Reorganizations described in both paragraph (1)(C) and paragraph (1)(D) If a transaction is described in both para- graph (1)(C) and paragraph (1)(D), then, for purposes of this subchapter, such trans- action shall be treated as described only in paragraph (1)(D). (B) Additional consideration in certain para- graph (l)(C) cases If- (I) one corporation acquires substantial- ly all of the properties of another corpo- ration, (ii) the acquisition would qualify under paragraph (1)(C) but for the fact that the acquiring corporation exchanges money or other property in addition to voting stock, and (iII) the acquiring corporation acquires, solely for voting stock described in para- graph (1)(C), property of the other corpo- ration having a fair market value which is at least 80 percent of the fair market value of all of the property of the other corporation, then such acquisition shall (subject to sub- paragraph (A) of this paragraph) be treated as qualifying under paragraph (1)(C). Solely for the purpose of determining whether clause (iii) of the preceding sentence ap- plies, the amount of any liability assumed by the acquiring corporation, and the amount of any liability to which any prop- erty acquired by the acquiring corporation is subject, shall be treated as money paid for the property. (C) Transfers of assets or stock to subsidiaries in certain paragraph (1)(A), (1)(B), and (I)(C) cases A transaction otherwise qualifying under paragraph (1)(A), (1)(B), or (1)(C) shall not be disqualified by reason of the fact that part or all of the assets or stock which were acquired in the transaction are transferred to a corporation controlled by the corpora- tion acquiring such assets or stock. (D) Statutory merger using stock of controlling corporation The acquisition by one corporation, in ex- change for stock of a corporation (referred to in this subparagraph as "controlling cor- Page 267 § 368