Guidance Regarding the Treatment of Stock of a Controlled Corporation Under Section 355(a)(3)(B), 75979-75980 [E8-29545]

Agencies

• Internal Revenue Service
• DEPARTMENT OF THE TREASURY

[Federal Register Volume 73, Number 241 (Monday, December 15, 2008)]
[Proposed Rules]
[Pages 75979-75980]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-29545]


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DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-150670-07]
RIN 1545-BH49


Guidance Regarding the Treatment of Stock of a Controlled 
Corporation Under Section 355(a)(3)(B)

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking by cross-reference to temporary 
regulations.

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SUMMARY: In the Rules and Regulations section of this issue of the 
Federal Register, the IRS is issuing temporary regulations giving 
guidance regarding the distribution of stock of a controlled 
corporation acquired in a transaction described in section 355(a)(3)(B) 
of the Internal Revenue Code. This action is necessary in light of 
amendments to section 355(b). The text of those regulations also serves 
as the text of these proposed regulations. These regulations will 
affect corporations and their shareholders.

DATES: Written or electronic comments and requests for a public hearing 
must be received by March 16, 2009.

ADDRESSES: Send submissions to CC:PA:LPD:PR (REG-150670-07), room 5203, 
Internal Revenue Service, PO Box 7604, Ben Franklin Station, 
Washington, DC 20044. Submissions may be hand-delivered Monday through 
Friday between the hours of 8 a.m. and 4 p.m. to CC:PA:LPD:PR (REG-
150670-07), Courier's Desk, Internal Revenue Service, 1111 Constitution 
Avenue, NW., Washington, DC 20224, or sent electronically via the 
Federal eRulemaking Portal at www.regulations.gov (IRS REG-150670-07).

FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, 
Russell P. Subin, (202) 622-7790; concerning submission of comments 
and/or requests for a public hearing, Oluwafunmilayo (Funmi) Taylor, 
(202) 622-7180 (not toll-free numbers).

SUPPLEMENTARY INFORMATION:

[[Page 75980]]

Background and Explanation of Provisions

    Temporary regulations in the Rules and Regulations section of this 
issue of the Federal Register amend the Income Tax Regulations (26 CFR 
part 1) under section 355(a)(3)(B) regarding the distribution of stock 
of a controlled corporation acquired in a transaction described in 
section 355(a)(3)(B). The temporary regulations revise Sec.  1.355-2(g) 
to reflect issues arising under section 355(b)(3), as enacted by the 
Tax Increase Prevention and Reconciliation Act of 2005, Public Law 109-
222 (120 Stat. 345), and modified by the Tax Technical Corrections Act 
of 2007, Public Law 110-172 (121 Stat. 2473, 2476). The text of those 
regulations also serves as the text of these proposed regulations. The 
preamble to the temporary regulations explains the amendments.

Special Analyses

    It has been determined that this notice of proposed rulemaking is 
not a significant regulatory action as defined in Executive Order 
12866. Therefore, a regulatory assessment is not required. It is hereby 
certified that these regulations will not have a significant economic 
impact on a substantial number of small entities. This certification is 
based on the fact that section 355(a)(3)(B) generally applies to 
parent-subsidiary groups of corporations, which tend to be larger 
businesses, and that these regulations primarily grant relief from the 
application of section 355(a)(3)(B) in certain situations. Therefore, a 
Regulatory Flexibility Analysis under the Regulatory Flexibility Act (5 
U.S.C. chapter 6) is not required. Pursuant to section 7805(f) of the 
Internal Revenue Code, these regulations have been submitted to the 
Chief Counsel for Advocacy of the Small Business Administration for 
comment on their impact on small business.

Comments and Requests for a Public Hearing

    Before these proposed regulations are adopted as final regulations, 
consideration will be given to any written (a signed original and eight 
(8) copies) or electronic comments that are submitted timely to the 
IRS. The IRS and Treasury Department request comments on the clarity of 
the proposed rules and how they can be made easier to understand. As 
described in the preamble to the temporary regulations, comments are 
also requested regarding the overall approach taken in these proposed 
rules, including the extent to which the definition of a taxable 
transaction should be the same under section 355(a)(3)(B) and section 
355(b), and whether the exception for acquisitions from affiliates 
should be the same under those sections. Comments are also requested 
regarding the need for future guidance described in sections 4.A. and 
4.B. of such preamble, relating to predecessors of distributing 
corporations, acquisitions involving corporations that join the 
distributing corporation's separate affiliated group, predecessors of 
controlled corporations, acquisitions involving corporations that join 
the controlled corporation's separate affiliated group, the application 
of Dunn Trust v. Commissioner, 86 T.C. 745 (1986), and the treatment of 
stock issuances by the controlled corporation to the distributing 
corporation. Comments are also requested regarding the potential 
application of the hot stock rule to redemptions of controlled 
corporation stock described in section 4.C. of such preamble. With 
respect to redemptions, comments are specifically requested regarding 
the circumstances under which section 355(a)(3)(B) should apply.
    All comments will be available for public inspection and copying. A 
public hearing will be scheduled if requested in writing by any person 
that timely submits written comments. If a public hearing is scheduled, 
notice of the date, time, and place for the public hearing will be 
published in the Federal Register.

Drafting Information

    The principal author of these regulations is Russell P. Subin of 
the Office of Associate Chief Counsel (Corporate). However, other 
personnel from the IRS and Treasury Department participated in their 
development.

List of Subjects in 26 CFR Part 1

    Income taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the Regulations

    Accordingly, 26 CFR part 1 is proposed to be amended as follows:

PART 1--INCOME TAXES

    Paragraph 1. The authority citation for part 1 is amended by adding 
an entry in numerical order to read in part as follows:

    Authority: 26 U.S.C. 7805 * * *.
    Section 1.355-2(g) also issued under 26 U.S.C. 355(b)(3)(D). * * 
*.

    Par. 2. Section 1.355-2 is amended by revising paragraph (g) and 
adding paragraph (i) to read as follows:


Sec.  1.355-2  Limitations.

* * * * *
    (g) [The text of the proposed amendments to Sec.  1.355-2(g) is the 
same as the text of Sec.  1.355-2T(g) published elsewhere in this issue 
of the Federal Register].
* * * * *
    (i) [The text of the proposed amendments to Sec.  1.355-2(i) is the 
same as the text of Sec.  1.355-2T(i) published elsewhere in this issue 
of the Federal Register].

Steve T. Miller,
(Acting) Deputy Commissioner for Services and Enforcement.
[FR Doc. E8-29545 Filed 12-12-08; 8:45 am]
BILLING CODE 4830-01-P