26 U.S. Code § 331 - Gain or loss to shareholders in corporate liquidations
Amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock.
Section 301 (relating to effects on shareholder of distributions of property) shall not apply to any distribution of property (other than a distribution referred to in paragraph (2)(B) of section 316(b)) in complete liquidation.
For general rule for determination of the amount of gain or loss recognized, see section 1001.
1982—Subsec. (a). Pub. L. 97–248, § 222(a), substituted provisions that amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock for provisions that, in complete liquidations, amounts distributed shall be treated as in full payment in exchange for the stock, while amounts distributed in partial liquidation shall be treated as in part or full payment in exchange for the stock.
Subsec. (b). Pub. L. 97–248, § 222(e)(1)(B), struck out “partial or” before “complete liquidation”.
1976—Subsec. (c). Pub. L. 94–455 substituted “reference” for “references” in heading and struck out cross reference relating to general rule for determination of the amount of gain or loss to the distributee and substituted “section 1001” for “section 1002”.
1964—Subsec. (b). Pub. L. 88–272 inserted “(other than a distribution referred to in paragraph (2)(B) of section 316(b))”.
Amendment by Pub. L. 97–248 applicable to distributions after Aug. 31, 1982, with exceptions for certain partial liquidations, see section 222(f) of Pub. L. 97–248, set out as a note under section 302 of this title.
Amendment by Pub. L. 88–272 applicable to distribution made in any taxable year of the distributing corporation beginning after Dec. 31, 1963, see section 225(l) of Pub. L. 88–272, set out as a note under section 316 of this title.
Pub. L. 88–272, title II, § 225(h), Feb. 26, 1964, 78 Stat. 90, provided that in the case of corporations referred to in former subsec. (g)(3) of this section the amendments made by section 225 of Pub. L. 88–272 do not apply if there is a complete liquidation of such corporation and if the distribution of all the property under such liquidation occurs before Jan. 1, 1966, except for certain liquidations to which section 332 of this title applies.
Written determinations for this section
These documents, sometimes referred to as "Private Letter Rulings", are taken from the IRS Written Determinations page; the IRS also publishes a fuller explanation of what they are and what they mean. The collection is updated (at our end) daily. It appears that the IRS updates their listing every Friday.
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- Definitions : 2015-03-13
- Organizations to Which Part Applies : 2015-03-13
- Treatment of Certain Liabilities : 2015-03-13
- Nonrecognition of Gain or Loss on Contributions : 2015-03-13
- Change in Identity, etc. (Type "F") : 2015-03-13
- Unified Loss Rules : 2013-08-23
- Distribution to which Section 301 Applies : 2013-07-26
- Distributions of Property : 2012-12-28
- Worthless Securities : 2012-12-28
- Distribution to which Section 301 Applies : 2012-12-28
- Form v. Substance : 2012-12-28
- Limitation on Net Operating Loss Carry-forwards and Built-in Losses Following Ownership Changes : 2012-07-13
- Year Liquidation Occurs : 2012-07-13
- Transfer to Corporation Controlled by Transferor : 2009-12-25
- Liquidation-Reincorporation Issues : 2009-12-04
- Distributions of Property : 2009-06-12
- Controlled Group Defined : 2009-06-12
- General Rule : 2008-04-25
- Certain Trusts Permitted as Shareholders : 2008-04-25
- Transfer to Corporation Controlled by Transferor : 2008-02-08
- Termination : 2006-02-10
- Associations v. Corporations : 2006-02-10
- Nonrecognition of Gain or Loss on Contributions : 2006-02-10
- Basis of Property Contributed to Partnership : 2006-02-10
- Basis of Contributing Partner's Interest : 2006-02-10
- Adjusted Basis for Determining Gain or Loss : 2004-11-19
- Basis of Property--Costs : 2004-11-19
- Split-Up : 2003-08-08
- Termination : 2002-04-05
- Nonrecognition of Gain or Loss on Contributions : 2002-04-05
- Partnerships v. Associations : 2002-04-05
- General Business Credit : 2002-04-05
- Partner's Distributive Share : 2002-04-05
- Terms Defined : 2002-04-05
- Basis of Property Contributed to Partnership : 2002-04-05
- Basis of Contributing Partner's Interest : 2002-04-05
- Income and Credits of Partner : 2002-04-05
- Empowerment Zone Employment Credit : 2002-04-05
- Valuation : 2002-03-29
- Definitions and Special Rules : 2001-04-27
- Liquidation v. Reorganization : 2001-04-27
- Distributions : 2001-04-27
- Liquidation in a Reorganization : 2001-04-27