Guidance Regarding Certain Matters Relating to Nonrecognition of Gain or Loss in Corporate Separations, Incorporations, and Reorganizations; Technical Correction, 13427-13428 [2025-04757]

Download as PDF 13427 Proposed Rules Federal Register Vol. 90, No. 55 Monday, March 24, 2025 This section of the FEDERAL REGISTER contains notices to the public of the proposed issuance of rules and regulations. The purpose of these notices is to give interested persons an opportunity to participate in the rule making prior to the adoption of the final rules. DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Part 1 [REG–112261–24] RIN 1545–BR32 Guidance Regarding Certain Matters Relating to Nonrecognition of Gain or Loss in Corporate Separations, Incorporations, and Reorganizations; Technical Correction Internal Revenue Service (IRS), Treasury. ACTION: Notice of proposed rulemaking; technical correction. AGENCY: This document contains technical corrections to a notice of proposed rulemaking (REG–112261–24) that was published in the Federal Register on Thursday, January 16, 2025. REG–112261–24 contains proposed regulations regarding certain matters relating to corporate separations, incorporations, and reorganizations qualifying, in whole or in part, for nonrecognition of gain or loss. DATES: March 24, 2025. FOR FURTHER INFORMATION CONTACT: Justin R. Du Mouchel at (202) 317–6975 (not a toll-free number). SUPPLEMENTARY INFORMATION: SUMMARY: lotter on DSK11XQN23PROD with PROPOSALS1 Background The notice of proposed rulemaking (REG–112261–24) that was published in the Federal Register on Thursday, January 16, 2025 (90 FR 5220) that is the subject of these corrections is under sections 355, 357, 361, and 368 of the Internal Revenue Code (Code). Correction of Publication Accordingly, FR Document 2025– 00321 (REG–112261–24), appearing on page 5220 in the Federal Register on Thursday, January 16, 2025, is corrected as follows: 1. On page 5235, in the first column, in the first full paragraph, in the twelfth line from the top of the paragraph, the VerDate Sep<11>2014 15:50 Mar 21, 2025 Jkt 265001 language ‘‘two taxable years’’ is corrected to read ‘‘two consecutive taxable years’’. 2. On page 5235, in the first column, in the second full paragraph, in the fifteenth and sixteenth lines from the top of the paragraph, the language ‘‘two taxable years’’ is corrected to read ‘‘two consecutive taxable years’’. 3. On page 5246, in the first column, in the first full paragraph, in the seventh and eighth lines from the top of the paragraph, the language ‘‘proposed proposed § 1.361–5(c)(3)(iii)’’ is corrected to read ‘‘proposed § 1.361– 5(c)(3)(iii)’’. 4. On page 5246, in the first column, in the first full paragraph, in the twentyfifth line from the top of the paragraph, the language ‘‘corporatrion’’ is corrected to read ‘‘corporation’’. 5. On page 5247, in the second column, in the first full paragraph, the fifth line from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 6. On page 5248, in the first column, in the first full paragraph, in the fifth and sixth lines from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 7. On page 5248, in the first column, in the first full paragraph, in the tenth line from the top of the paragraph, the language ‘‘ending on control distribution’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 8. On page 5248, in the first column, in the fourth full paragraph, in the sixteenth and seventeenth lines from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 9. On page 5254, in the second column, in the first full paragraph, in the seventh line from the top of the paragraph, the language ‘‘hade’’ is corrected to read ‘‘had’’. 10. On page 5255, in the first column, in the fourth line from the bottom of the page, the language ‘‘tothe’’ is corrected to read ‘‘to the’’. 11. On page 5256, in the second column, in the first full paragraph, in the fifth line from the top of the PO 00000 Frm 00001 Fmt 4702 Sfmt 4702 paragraph, following the words ‘‘Federal Register’’, the language ‘‘and to which such regulations are applicable’’ is added. § 1.355–2 [Corrected] 12. On page 5259, in the first column, in paragraph (e)(2)(ii), in the fourth line from the top of the paragraph, the language ‘‘two taxable years’’ is corrected to read ‘‘two consecutive taxable years’’. ■ § 1.355–4 [Corrected] 13. On page 5259, in the third column, in paragraph (c), in the eighth and ninth lines from the top of the paragraph, the language ‘‘paragraph (c) and paragraph (d) of this’’ is removed. ■ 14. On page 5261, in the third column, in paragraph (f)(2)(ii), in the first line, the language ‘‘original plan of reorganization’’ is corrected to read ‘‘original plan of distribution’’. ■ § 1.361–1 [Corrected] 15. On page 5273, in the first column, in paragraph (b)(17)(iii), in the third and fourth lines from the top of the paragraph, the language ‘‘controlled corporation stock or securities’’ is corrected to read ‘‘section 361 consideration’’. ■ § 1.361–5 [Corrected] 16. On page 5281, in the third column, in paragraph (e)(3)(vi), in the fourth and fifth lines from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 17. On page 5282, in the second column, in paragraph (e)(4)(ii)(B)(3)(i), in the fifth and sixth lines from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 18. On page 5282, in the second column, in paragraph (e)(4)(ii)(B)(3)(ii), in the fourth and fifth lines from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. 19. On page 5282, in the third column, in paragraph (e)(4)(iii)(B), the fourth line from the top of the paragraph, the language ‘‘ending on the control distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. E:\FR\FM\24MRP1.SGM 24MRP1 13428 Federal Register / Vol. 90, No. 55 / Monday, March 24, 2025 / Proposed Rules 20. On page 5283, in the second column, in paragraph (g)(1)(i), in the seventeenth line from the bottom of the paragraph, the language ‘‘Subsidary’’ is corrected to read ‘‘Subsidiary’’. 21. On page 5285, in the first column, in paragraph (g)(6)(ii), in the eleventh line from the bottom of the paragraph, the language ‘‘creditorexchange’’ is corrected to read ‘‘creditor exchange’’. 22. On page 5285, in the second column, in paragraph (g)(7)(ii), in the eleventh line from the bottom of the paragraph, the language ‘‘creditorexchange’’ is corrected to read ‘‘creditor exchange’’. 23. On page 5285, in the third column, in paragraph (g)(8)(i)(B), in the fourth line from the bottom of the paragraph, the language ‘‘ending on the distribution date’’ is corrected to read ‘‘before its satisfaction with section 361 consideration’’. ■ § 1.368–4 DEPARTMENT OF DEFENSE [Corrected] 24. On page 5289, in the first column, in paragraph (d), in the seventh and eighth lines from the top of the paragraph, the language ‘‘paragraph (d) and paragraph (e) of this’’ is removed. ■ 25. On page 5292, in the second column, in paragraph (g)(7)(ii)(B), in the fifth line from the bottom of the page, the language ‘‘assumptionis’’ is corrected to read ‘‘assumption is’’. ■ 26. On page 5293, in the third column, in paragraph (g)(13)(i), in the seventh line from the bottom of the page, the language ‘‘will transfer’’ is corrected to read ‘‘will commit to attempting to transfer’’. ■ 27. On page 5294, in the first column, in paragraph (g)(13)(i): ■ i. In the fourth line from the top of the page, the language ‘‘Distributing will distribute’’ is corrected to read ‘‘Distributing then will commit to attempting to distribute’’. ■ ii. The twelfth and thirteenth lines from the top of the page are corrected to read ‘‘or follow-on spin-off, Distributing then will commit to selling the retained stock on the open’’. ■ 28. On page 5294, in the third column, in paragraph (g)(14)(i): ■ i. The second and third sentences are corrected to read ‘‘With regard to the retained stock, the separation and distribution agreement and other official records of Distributing provide that Distributing might either transfer the retained stock to a creditor of Distributing in a stock-for-debt exchange that satisfies the requirements set forth in §§ 1.361–5(a) and 1.368–3(a)(5) (stock-for-debt exchange), or distribute that retained stock to Distributing’s shareholders (follow-on spin-off).’’. lotter on DSK11XQN23PROD with PROPOSALS1 ■ VerDate Sep<11>2014 15:50 Mar 21, 2025 Jkt 265001 ii. The fifth and fourth lines from the bottom of the page are corrected to read ‘‘or follow-on spin-off, Distributing then will commit to selling the retained stock on the open’’. ■ iii. In the line at the bottom of the page, the language ‘‘these’’ is corrected to read ‘‘the’’. ■ 29. On page 5295, in the first column, in paragraph (g)(14)(i), the second and third lines from the top of the page are corrected to read ‘‘out the stock-for-debt exchange or follow-on spin-off, without committing to either, as well as its written’’. Aron L. Cosby, Federal Register Liaison, Publications & Regulations Section, Associate Chief Counsel, (Procedure and Administration). [FR Doc. 2025–04757 Filed 3–21–25; 8:45 am] BILLING CODE 4830–01–P Department of the Army, Corps of Engineers 33 CFR Part 328 ENVIRONMENTAL PROTECTION AGENCY 40 CFR Part 120 [EPA–HQ–OW–2025–0093; FRL–12683–01– OW] WOTUS Notice: The Final Response to SCOTUS; Establishment of a Public Docket; Request for Recommendations Department of the Army, Corps of Engineers, Department of Defense; and Environmental Protection Agency (EPA). ACTION: Notice; announcement of listening sessions and solicitation of stakeholder feedback. AGENCY: The U.S. Environmental Protection Agency (EPA) and the Department of the Army intend to engage with State and Tribal coregulators; industry and agricultural stakeholders; environmental and conservation stakeholders; and the public on certain key topics related to the implementation of the definition of ‘‘waters of the United States’’ in light of the Supreme Court’s 2023 decision in Sackett v. Environmental Protection Agency. The agencies are committed to learning from the past regulatory approaches—the pre-2015 regulations and guidance, the 2015 Clean Water Rule, the 2020 Navigable Waters Protection Rule, the 2023 Rule, and the SUMMARY: PO 00000 Frm 00002 Fmt 4702 Sfmt 4702 Amended 2023 Rule—while engaging with stakeholders before taking further administrative action to provide any additional clarification to agency staff, co-regulators, and the public on specific aspects of the definition of ‘‘waters of the United States.’’ This notice includes an announcement of forthcoming listening sessions on specific key topic areas to hear interested stakeholders’ perspectives on defining ‘‘waters of the United States’’ consistent with the Supreme Court’s interpretation of the scope of Clean Water Act jurisdiction and how to implement that interpretation as the agencies consider next steps. The agencies are also accepting written recommendations from members of the public via a recommendations docket. These opportunities are intended to provide for broad, transparent engagement with a full spectrum of stakeholders. DATES: Written recommendations must be received on or before April 23, 2025. Please refer to the SUPPLEMENTARY INFORMATION section for additional information on the forthcoming listening sessions. ADDRESSES: You may send written feedback, identified by Docket ID No. EPA–HQ–OW–2025–0093, by any of the following methods: • Federal eRulemaking Portal: https://www.regulations.gov/ (our preferred method). Follow the online instructions for submitting written feedback. • Email: OW-Docket@epa.gov. Include Docket ID No. EPA–HQ–OW– 2025–0093 in the subject line of the message. • Mail: U.S. Environmental Protection Agency, EPA Docket Center, Water Docket, Mail Code 28221T, 1200 Pennsylvania Avenue NW, Washington, DC 20460. • Hand Delivery or Courier: EPA Docket Center, WJC West Building, Room 3334, 1301 Constitution Avenue NW, Washington, DC 20004. The Docket Center’s hours of operations are 8:30 a.m.–4:30 p.m., Monday–Friday (except Federal Holidays). Instructions: All submissions received must include Docket ID No. EPA–HQ– OW–2025–0093. Written feedback received may be posted without change to https://www.regulations.gov/, including any personal information provided. For detailed instructions on sending written recommendations and additional information on the forthcoming listening sessions, see the SUPPLEMENTARY INFORMATION section of this document. E:\FR\FM\24MRP1.SGM 24MRP1

Agencies

[Federal Register Volume 90, Number 55 (Monday, March 24, 2025)]
[Proposed Rules]
[Pages 13427-13428]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-04757]


========================================================================
Proposed Rules
                                                Federal Register
________________________________________________________________________

This section of the FEDERAL REGISTER contains notices to the public of 
the proposed issuance of rules and regulations. The purpose of these 
notices is to give interested persons an opportunity to participate in 
the rule making prior to the adoption of the final rules.

========================================================================


Federal Register / Vol. 90, No. 55 / Monday, March 24, 2025 / 
Proposed Rules

[[Page 13427]]



DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-112261-24]
RIN 1545-BR32


Guidance Regarding Certain Matters Relating to Nonrecognition of 
Gain or Loss in Corporate Separations, Incorporations, and 
Reorganizations; Technical Correction

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking; technical correction.

-----------------------------------------------------------------------

SUMMARY: This document contains technical corrections to a notice of 
proposed rulemaking (REG-112261-24) that was published in the Federal 
Register on Thursday, January 16, 2025. REG-112261-24 contains proposed 
regulations regarding certain matters relating to corporate 
separations, incorporations, and reorganizations qualifying, in whole 
or in part, for nonrecognition of gain or loss.

DATES: March 24, 2025.

FOR FURTHER INFORMATION CONTACT: Justin R. Du Mouchel at (202) 317-6975 
(not a toll-free number).

SUPPLEMENTARY INFORMATION:

Background

    The notice of proposed rulemaking (REG-112261-24) that was 
published in the Federal Register on Thursday, January 16, 2025 (90 FR 
5220) that is the subject of these corrections is under sections 355, 
357, 361, and 368 of the Internal Revenue Code (Code).

Correction of Publication

    Accordingly, FR Document 2025-00321 (REG-112261-24), appearing on 
page 5220 in the Federal Register on Thursday, January 16, 2025, is 
corrected as follows:
    1. On page 5235, in the first column, in the first full paragraph, 
in the twelfth line from the top of the paragraph, the language ``two 
taxable years'' is corrected to read ``two consecutive taxable years''.
    2. On page 5235, in the first column, in the second full paragraph, 
in the fifteenth and sixteenth lines from the top of the paragraph, the 
language ``two taxable years'' is corrected to read ``two consecutive 
taxable years''.
    3. On page 5246, in the first column, in the first full paragraph, 
in the seventh and eighth lines from the top of the paragraph, the 
language ``proposed proposed Sec.  1.361-5(c)(3)(iii)'' is corrected to 
read ``proposed Sec.  1.361-5(c)(3)(iii)''.
    4. On page 5246, in the first column, in the first full paragraph, 
in the twenty-fifth line from the top of the paragraph, the language 
``corporatrion'' is corrected to read ``corporation''.
    5. On page 5247, in the second column, in the first full paragraph, 
the fifth line from the top of the paragraph, the language ``ending on 
the control distribution date'' is corrected to read ``before its 
satisfaction with section 361 consideration''.
    6. On page 5248, in the first column, in the first full paragraph, 
in the fifth and sixth lines from the top of the paragraph, the 
language ``ending on the control distribution date'' is corrected to 
read ``before its satisfaction with section 361 consideration''.
    7. On page 5248, in the first column, in the first full paragraph, 
in the tenth line from the top of the paragraph, the language ``ending 
on control distribution'' is corrected to read ``before its 
satisfaction with section 361 consideration''.
    8. On page 5248, in the first column, in the fourth full paragraph, 
in the sixteenth and seventeenth lines from the top of the paragraph, 
the language ``ending on the control distribution date'' is corrected 
to read ``before its satisfaction with section 361 consideration''.
    9. On page 5254, in the second column, in the first full paragraph, 
in the seventh line from the top of the paragraph, the language 
``hade'' is corrected to read ``had''.
    10. On page 5255, in the first column, in the fourth line from the 
bottom of the page, the language ``tothe'' is corrected to read ``to 
the''.
    11. On page 5256, in the second column, in the first full 
paragraph, in the fifth line from the top of the paragraph, following 
the words ``Federal Register'', the language ``and to which such 
regulations are applicable'' is added.


Sec.  1.355-2  [Corrected]

0
12. On page 5259, in the first column, in paragraph (e)(2)(ii), in the 
fourth line from the top of the paragraph, the language ``two taxable 
years'' is corrected to read ``two consecutive taxable years''.


Sec.  1.355-4   [Corrected]

0
13. On page 5259, in the third column, in paragraph (c), in the eighth 
and ninth lines from the top of the paragraph, the language ``paragraph 
(c) and paragraph (d) of this'' is removed.
0
14. On page 5261, in the third column, in paragraph (f)(2)(ii), in the 
first line, the language ``original plan of reorganization'' is 
corrected to read ``original plan of distribution''.


Sec.  1.361-1   [Corrected]

0
15. On page 5273, in the first column, in paragraph (b)(17)(iii), in 
the third and fourth lines from the top of the paragraph, the language 
``controlled corporation stock or securities'' is corrected to read 
``section 361 consideration''.


Sec.  1.361-5   [Corrected]

    16. On page 5281, in the third column, in paragraph (e)(3)(vi), in 
the fourth and fifth lines from the top of the paragraph, the language 
``ending on the control distribution date'' is corrected to read 
``before its satisfaction with section 361 consideration''.
    17. On page 5282, in the second column, in paragraph 
(e)(4)(ii)(B)(3)(i), in the fifth and sixth lines from the top of the 
paragraph, the language ``ending on the control distribution date'' is 
corrected to read ``before its satisfaction with section 361 
consideration''.
    18. On page 5282, in the second column, in paragraph 
(e)(4)(ii)(B)(3)(ii), in the fourth and fifth lines from the top of the 
paragraph, the language ``ending on the control distribution date'' is 
corrected to read ``before its satisfaction with section 361 
consideration''.
    19. On page 5282, in the third column, in paragraph (e)(4)(iii)(B), 
the fourth line from the top of the paragraph, the language ``ending on 
the control distribution date'' is corrected to read ``before its 
satisfaction with section 361 consideration''.

[[Page 13428]]

    20. On page 5283, in the second column, in paragraph (g)(1)(i), in 
the seventeenth line from the bottom of the paragraph, the language 
``Subsidary'' is corrected to read ``Subsidiary''.
    21. On page 5285, in the first column, in paragraph (g)(6)(ii), in 
the eleventh line from the bottom of the paragraph, the language 
``creditorexchange'' is corrected to read ``creditor exchange''.
    22. On page 5285, in the second column, in paragraph (g)(7)(ii), in 
the eleventh line from the bottom of the paragraph, the language 
``creditorexchange'' is corrected to read ``creditor exchange''.
    23. On page 5285, in the third column, in paragraph (g)(8)(i)(B), 
in the fourth line from the bottom of the paragraph, the language 
``ending on the distribution date'' is corrected to read ``before its 
satisfaction with section 361 consideration''.


Sec.  1.368-4   [Corrected]

0
24. On page 5289, in the first column, in paragraph (d), in the seventh 
and eighth lines from the top of the paragraph, the language 
``paragraph (d) and paragraph (e) of this'' is removed.
0
25. On page 5292, in the second column, in paragraph (g)(7)(ii)(B), in 
the fifth line from the bottom of the page, the language 
``assumptionis'' is corrected to read ``assumption is''.
0
26. On page 5293, in the third column, in paragraph (g)(13)(i), in the 
seventh line from the bottom of the page, the language ``will 
transfer'' is corrected to read ``will commit to attempting to 
transfer''.
0
27. On page 5294, in the first column, in paragraph (g)(13)(i):
0
i. In the fourth line from the top of the page, the language 
``Distributing will distribute'' is corrected to read ``Distributing 
then will commit to attempting to distribute''.
0
ii. The twelfth and thirteenth lines from the top of the page are 
corrected to read ``or follow-on spin-off, Distributing then will 
commit to selling the retained stock on the open''.
0
28. On page 5294, in the third column, in paragraph (g)(14)(i):
0
i. The second and third sentences are corrected to read ``With regard 
to the retained stock, the separation and distribution agreement and 
other official records of Distributing provide that Distributing might 
either transfer the retained stock to a creditor of Distributing in a 
stock-for-debt exchange that satisfies the requirements set forth in 
Sec. Sec.  1.361-5(a) and 1.368-3(a)(5) (stock-for-debt exchange), or 
distribute that retained stock to Distributing's shareholders (follow-
on spin-off).''.
0
ii. The fifth and fourth lines from the bottom of the page are 
corrected to read ``or follow-on spin-off, Distributing then will 
commit to selling the retained stock on the open''.
0
iii. In the line at the bottom of the page, the language ``these'' is 
corrected to read ``the''.
0
29. On page 5295, in the first column, in paragraph (g)(14)(i), the 
second and third lines from the top of the page are corrected to read 
``out the stock-for-debt exchange or follow-on spin-off, without 
committing to either, as well as its written''.

Aron L. Cosby,
Federal Register Liaison, Publications & Regulations Section, Associate 
Chief Counsel, (Procedure and Administration).
[FR Doc. 2025-04757 Filed 3-21-25; 8:45 am]
BILLING CODE 4830-01-P

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