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26 U.S.C. § 354 — Exchanges of stock and securities in certain reorganizations
Federal law — U.S. Code and appendices · legal_authorities
**(a) General rule**
(1) **In general** — No gain or loss shall be recognized if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization.
(2) **Limitation**
(A) *Excess principal amount* — Paragraph (1) shall not apply if—
(i) the principal amount of any such securities received exceeds the principal amount of any such securities surrendered, or
(ii) any such securities are received and no such securities are surrendered.
(B) *Property attributable to accrued interest* — Neither paragraph (1) nor so much of section 356 as relates to paragraph (1) shall apply to the extent that any stock (including nonqualified preferred stock, as defined in section 351(g)(2)), securities, or other property received is attributable to interest which has accrued on securities on or after the beginning of the holder’s holding period.
(C) *Nonqualified preferred stock*
(i) *In general* — Nonqualified preferred stock (as defined in section 351(g)(2)) received in exchange for stock other than nonqualified preferred stock (as so defined) shall not be treated as stock or securities.
(ii) *Recapitalizations of family-owned corporations*
(I) *In general* — Clause (i) shall not apply in the case of a recapitalization under section 368(a)(1)(E) of a family-owned corporation.
(II) *Family-owned corporation* — For purposes of this clause, except as provided in regulations, the term “family-owned corporation” means any corporation which is described in clause (i) of section 447(d)(2)(C) 11 See References in Text note below. throughout the 8-year period beginning on the date which is 5
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Source file: Laws/federal/codes/united-states-code/title-26/section-354-exchanges-of-stock-and-securities-in-certain-reorganizations--9a918f5330.md
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Source location: Title 26, Chapter 1, § 354; chapter-001-normal-taxes-and-surtaxes.md
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**(a) General rule**
(1) **In general** — No gain or loss shall be recognized if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization.
(2) **Limitation**
(A) *Excess principal amount* — Paragraph (1) shall not apply if—
(i) the principal amount of any such securities received exceeds the principal amount of any such securities surrendered, or
(ii) any such securities are received and no such securities are surrendered.
(B) *Property attributable to accrued interest* — Neither paragraph (1) nor so much of section 356 as relates to paragraph (1) shall apply to the extent that any stock (including nonqualified preferred stock, as defined in section 351(g)(2)), securities, or other property received is attributable to interest which has accrued on securities on or after the beginning of the holder’s holding period.
(C) *Nonqualified preferred stock*
(i) *In general* — Nonqualified preferred stock (as defined in section 351(g)(2)) received in exchange for stock other than nonqualified preferred stock (as so defined) shall not be treated as stock or securities.
(ii) *Recapitalizations of family-owned corporations*
(I) *In general* — Clause (i) shall not apply in the case of a recapitalization under section 368(a)(1)(E) of a family-owned corporation.
(II) *Family-owned corporation* — For purposes of this clause, except as provided in regulations, the term “family-owned corporation” means any corporation which is described in clause (i) of section 447(d)(2)(C) 11 See References in Text note below. throughout the 8-year period beginning on the date which is 5 years before the date of the recapitalization. For purposes of the preceding sentence, stock shall not be treated as owned by a family member during any period described in section 355(d)(6)(B).
(III) *Extension of statute of limitations* — The statutory period for the assessment of any deficiency attributable to a corporation failing to be a family-owned corporation shall not expire before the expiration of 3 years after the date the Secretary is notified by the corporation (in such manner as the Secretary may prescribe) of such failure, and such deficiency may be assessed before the expiration of such 3-year period notwithstanding the provisions of any other law or rule of law which would otherwise prevent such assessment.
(3) **Cross references**
(A) For treatment of the exchange if any property is received which is not permitted to be received under this subsection (including nonqualified preferred stock and an excess principal amount of securities received over securities surrendered, but not including property to which paragraph (2)(B) applies), see section 356.
(B) For treatment of accrued interest in the case of an exchange described in paragraph (2)(B), see section 61.
**(b) Exception**
(1) **In general** — Subsection (a) shall not apply to an exchange in pursuance of a plan of reorganization within the meaning of subparagraph (D) or (G) of section 368(a)(1), unless—
(A) the corporation to which the assets are transferred acquires substantially all of the assets of the transferor of such assets; and
(B) the stock, securities, and other properties received by such transferor, as well as the other properties of such transferor, are distributed in pursuance of the plan of reorganization.
(2) **Cross reference** — For special rules for certain exchanges in pursuance of plans of reorganization within the meaning of subparagraph (D) or (G) of section 368(a)(1), see section 355.
**(c) Certain railroad reorganizations** Notwithstanding any other provision of this subchapter, subsection (a)(1) (and so much of section 356 as relates to this section) shall apply with respect to a plan of reorganization (whether or not a reorganization within the meaning of section 368(a)) for a railroad confirmed under [section 1173 of title 11](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1173&num=0&edition=prelim) of the United States Code, as being in the public interest.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Findings** The Congress finds and declares that—
(1) Essential rail service in the midwest and northeast region of the United States is provided by railroads which are today insolvent and attempting to undergo reorganization under the Bankruptcy Act.
(2) This essential rail service is threatened with cessation or significant curtailment because of the inability of the trustees of such railroads to formulate acceptable plans for reorganization. This rail service is operated over rail properties which were acquired for a public use, but which have been permitted to deteriorate and now require extensive rehabilitation and modernization.
(3) The public convenience and necessity require adequate and efficient rail service in this region and throughout the Nation to meet the needs of commerce, the national defense, the environment, and the service requirements of passengers, United States mail, shippers, States and their political subdivisions, and consumers.
(4) Continuation and improvement of essential rail service in this region is also necessary to preserve and maintain adequate national rail services and an efficient national rail transportation system.
(5) Rail service and rail transportation offer economic and environmental advantages with respect to land use, air pollution, noise levels, energy efficiency and conservation, resource allocation, safety, and cost per ton-mile of movement to such extent that the preservation and maintenance of adequate and efficient rail service is in the national interest.
(6) These needs cannot be met without substantial action by the Federal Government.
**(b) Purposes** It is therefore declared to be the purpose of Congress in this chapter to provide for—
(1) the identification of a rail service system in the midwest and
Source: Supplied U.S. Code snapshot — release unconfirmed · 45 U.S.C. § 701
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Establishment.—** The Surface Transportation Board is an independent establishment of the United States Government.
**(b) Membership.—**
(1) The Board shall consist of 5 members, to be appointed by the President, by and with the advice and consent of the Senate. Not more than 3 members may be appointed from the same political party.
(2) At all times—
(A) at least 3 members of the Board shall be individuals with professional standing and demonstrated knowledge in the fields of transportation, transportation regulation, or economic regulation; and
(B) at least 2 members shall be individuals with professional or business experience (including agriculture) in the private sector.
(3) The term of each member of the Board shall be 5 years and shall begin when the term of the predecessor of that member ends. An individual appointed to fill a vacancy occurring before the expiration of the term for which the predecessor of that individual was appointed, shall be appointed for the remainder of that term. When the term of office of a member ends, the member may continue to serve until a successor is appointed and qualified, but for a period not to exceed one year. The President may remove a member for inefficiency, neglect of duty, or malfeasance in office.
(4) No individual may serve as a member of the Board for more than 2 terms. In the case of an individual appointed to fill a vacancy occurring before the expiration of the term for which the predecessor of that individual was appointed, such individual may not be appointed for more than one additional term.
(5) A member of the Board may not have a pecuniary interest in, hold an official relation to, or own stock in or bonds of, a carrier providing transportation by any mode and may not engage in another busines
Source: Supplied U.S. Code snapshot — release unconfirmed · 49 U.S.C. § 1301
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Abolition and termination**
(1) Effective April 1, 1987, the United States Railway Association is abolished.
(2) On January 1, 1987, all powers, duties, rights, and obligations of such association relating to the Corporation under the Regional Rail Reorganization Act of 1973 ([45 U.S.C. 701](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section701&num=0&edition=prelim) et seq.) shall be transferred to the Secretary of Transportation.
(3) The sole function of the United States Railway Association after January 1, 1987, shall be the termination of its affairs and the liquidation of its assets.
**(b) Transfer of securities and responsibilities**
(1) Any securities of the Corporation held by the United States Railway Association shall, upon 11 So in original. Probably should be “on”. October 21, 1986, be transferred to the Secretary of Transportation.
(2) If, on the date the United States Railway Association is abolished under subsection (a), such association shall not have completed the termination of its affairs and the liquidation of its assets, the duty of completing such winding up of its affairs and liquidation shall be transferred to the Secretary of Transportation, who for such purposes shall succeed to all remaining powers, duties, rights, and obligations of such association.
**(c) Financing agreement**
(1) On January 1, 1987, the Amended and Restated Financing Agreement, dated May 10, 1979, between the United States Railway Association and the Corporation, together with any and all rights and obligations of or on behalf of any person with respect to such agreement, shall terminate and be of no further force or effect, except for those provisions specifying terms and conditions for payments made to the United States with respect
Source: Supplied U.S. Code snapshot — release unconfirmed · 45 U.S.C. § 1341
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Married individuals filing joint returns and surviving spouses** There is hereby imposed on the taxable income of—
(1) every married individual (as defined in section 7703) who makes a single return jointly with his spouse under section 6013, and
(2) every surviving spouse (as defined in section 2(a)),
a tax determined in accordance with the following table: If taxable income is:The tax is: Not over $36,90015% of taxable income. Over $36,900 but not over $89,150$5,535, plus 28% of the excess over $36,900. Over $89,150 but not over $140,000$20,165, plus 31% of the excess over $89,150. Over $140,000 but not over $250,000$35,928.50, plus 36% of the excess over $140,000. Over $250,000$75,528.50, plus 39.6% of the excess over $250,000.
**(b) Heads of households** There is hereby imposed on the taxable income of every head of a household (as defined in section 2(b)) a tax determined in accordance with the following table: If taxable income is:The tax is: Not over $29,60015% of taxable income. Over $29,600 but not over $76,400$4,440, plus 28% of the excess over $29,600. Over $76,400 but not over $127,500$17,544, plus 31% of the excess over $76,400. Over $127,500 but not over $250,000$33,385, plus 36% of the excess over $127,500. Over $250,000$77,485, plus 39.6% of the excess over $250,000.
**(c) Unmarried individuals (other than surviving spouses and heads of households)** There is hereby imposed on the taxable income of every individual (other than a surviving spouse as defined in section 2(a) or the head of a household as defined in section 2(b)) who is not a married individual (as defined in section 7703) a tax determined in accordance with the following table: If taxable income is:The tax is: Not over $22,10015% of taxable income. Over $22,100 but not over $53,50
Source: Supplied U.S. Code snapshot — release unconfirmed · 26 U.S.C. § 1
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** The court shall confirm a plan if—
(1) the applicable requirements of [section 1129 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1129&num=0&edition=prelim) have been met;
(2) each creditor or equity security holder will receive or retain under the plan property of a value, as of the effective date of the plan, that is not less than the value of property that each such creditor or equity security holder would so receive or retain if all of the operating railroad lines of the debtor were sold, and the proceeds of such sale, and the other property of the estate, were distributed under chapter 7 of this title on such date;
(3) in light of the debtor’s past earnings and the probable prospective earnings of the reorganized debtor, there will be adequate coverage by such prospective earnings of any fixed charges, such as interest on debt, amortization of funded debt, and rent for leased railroads, provided for by the plan; and
(4) the plan is consistent with the public interest.
**(b)** If the requirements of subsection (a) of this section are met with respect to more than one plan, the court shall confirm the plan that is most likely to maintain adequate rail service in the public interest.
Source: Supplied U.S. Code snapshot — release unconfirmed · 11 U.S.C. § 1173
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Federal law — U.S. Code and appendices · legal_authorities
**(a) General rule** No gain or loss shall be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation.
**(b) Receipt of property** If subsection (a) would apply to an exchange but for the fact that there is received, in addition to the stock permitted to be received under subsection (a), other property or money, then—
(1) gain (if any) to such recipient shall be recognized, but not in excess of—
(A) the amount of money received, plus
(B) the fair market value of such other property received; and
(2) no loss to such recipient shall be recognized.
**(c) Special rules where distribution to shareholders**
(1) **In general** — In determining control for purposes of this section, the fact that any corporate transferor distributes part or all of the stock in the corporation which it receives in the exchange to its shareholders shall not be taken into account.
(2) **Special rule for section 355** — If the requirements of section 355 (or so much of section 356 as relates to section 355) are met with respect to a distribution described in paragraph (1), then, solely for purposes of determining the tax treatment of the transfers of property to the controlled corporation by the distributing corporation, the fact that the shareholders of the distributing corporation dispose of part or all of the distributed stock, or the fact that the corporation whose stock was distributed issues additional stock, shall not be taken into account in determining control for purposes of this section.
**(d) Services, certain indebtedness, and accrued interest not treated as property** For purposes o
Source: Supplied U.S. Code snapshot — release unconfirmed · 26 U.S.C. § 351
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Exclusion from gross income**
(1) **In general** — Gross income does not include any amount which (but for this subsection) would be includible in gross income by reason of the discharge (in whole or in part) of indebtedness of the taxpayer if—
(A) the discharge occurs in a title 11 case,
(B) the discharge occurs when the taxpayer is insolvent,
(C) the indebtedness discharged is qualified farm indebtedness,
(D) in the case of a taxpayer other than a C corporation, the indebtedness discharged is qualified real property business indebtedness, or
(E) the indebtedness discharged is qualified principal residence indebtedness which is discharged—
(i) before January 1, 2026, or
(ii) subject to an arrangement that is entered into and evidenced in writing before January 1, 2026.
(2) **Coordination of exclusions**
(A) *Title 11 exclusion takes precedence* — Subparagraphs (B), (C), (D), and (E) of paragraph (1) shall not apply to a discharge which occurs in a title 11 case.
(B) *Insolvency exclusion takes precedence over qualified farm exclusion and qualified real property business exclusion* — Subparagraphs (C) and (D) of paragraph (1) shall not apply to a discharge to the extent the taxpayer is insolvent.
(C) *Principal residence exclusion takes precedence over insolvency exclusion unless elected otherwise* — Paragraph (1)(B) shall not apply to a discharge to which paragraph (1)(E) applies unless the taxpayer elects to apply paragraph (1)(B) in lieu of paragraph (1)(E).
(3) **Insolvency exclusion limited to amount of insolvency** — In the case of a discharge to which paragraph (1)(B) applies, the amount excluded under paragraph (1)(B) shall not exceed the amount by which the taxpayer is insolvent.
**(b) Reduction of tax attributes**
(
Source: Supplied U.S. Code snapshot — release unconfirmed · 26 U.S.C. § 108
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Gain on exchanges**
(1) **Recognition of gain** — If—
(A) section 354 or 355 would apply to an exchange but for the fact that
(B) the property received in the exchange consists not only of property permitted by section 354 or 355 to be received without the recognition of gain but also of other property or money,
then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property.
(2) **Treatment as dividend** — If an exchange is described in paragraph (1) but has the effect of the distribution of a dividend (determined with the application of section 318(a)), then there shall be treated as a dividend to each distributee such an amount of the gain recognized under paragraph (1) as is not in excess of his ratable share of the undistributed earnings and profits of the corporation accumulated after February 28, 1913. The remainder, if any, of the gain recognized under paragraph (1) shall be treated as gain from the exchange of property.
**(b) Additional consideration received in certain distributions** If—
(1) section 355 would apply to a distribution but for the fact that
(2) the property received in the distribution consists not only of property permitted by section 355 to be received without the recognition of gain, but also of other property or money,
then an amount equal to the sum of such money and the fair market value of such other property shall be treated as a distribution of property to which section 301 applies.
**(c) Loss** If—
(1) section 354 would apply to an exchange or section 355 would apply to an exchange or distribution, but for the fact that
(2) the property received in the exchange or distribution consists not only of property permitt
Source: Supplied U.S. Code snapshot — release unconfirmed · 26 U.S.C. § 356
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Federal law — U.S. Code and appendices · legal_authorities
**(a) General rule** In the case of an exchange to which section 351, 354, 355, 356, or 361 applies—
(1) **Nonrecognition property** — The basis of the property permitted to be received under such section without the recognition of gain or loss shall be the same as that of the property exchanged—
(A) decreased by—
(i) the fair market value of any other property (except money) received by the taxpayer,
(ii) the amount of any money received by the taxpayer, and
(iii) the amount of loss to the taxpayer which was recognized on such exchange, and
(B) increased by—
(i) the amount which was treated as a dividend, and
(ii) the amount of gain to the taxpayer which was recognized on such exchange (not including any portion of such gain which was treated as a dividend).
(2) **Other property** — The basis of any other property (except money) received by the taxpayer shall be its fair market value.
**(b) Allocation of basis**
(1) **In general** — Under regulations prescribed by the Secretary, the basis determined under subsection (a)(1) shall be allocated among the properties permitted to be received without the recognition of gain or loss.
(2) **Special rule for section 355** — In the case of an exchange to which section 355 (or so much of section 356 as relates to section 355) applies, then in making the allocation under paragraph (1) of this subsection, there shall be taken into account not only the property so permitted to be received without the recognition of gain or loss, but also the stock or securities (if any) of the distributing corporation which are retained, and the allocation of basis shall be made among all such properties.
**(c) Section 355 transactions which are not exchanges** For purposes of this section, a distribution to whic
Source: Supplied U.S. Code snapshot — release unconfirmed · 26 U.S.C. § 358
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Federal law — U.S. Code and appendices · legal_authorities
Page 1123
TITLE 26—INTERNAL REVENUE CODE
§ 354
Pub. L. 105–34, title X, § 1012(d), Aug. 5, 1997, 111 Stat.
917, as amended by Pub. L. 105–206, title VI, § 6010(c)(1),
July 22, 1998, 112 Stat. 813, provided that:
‘‘(1) SECTION
355
RULES.—The amendments made by
subsections (a) and (b) [amending sections 355 and 358 of
this title] shall apply to distributions after April 16,
1997; except that the amendment made by subsection
(a) [amending section 355 of this title] shall apply to
such distributions only if pursuant to a plan (or series
of related transactions) which involves an acquisition
described in section 355(e)(2)(A)(ii) of the Internal Rev-
enue Code of 1986 occurring after such date.
‘‘(2) DIVISIVE TRANSACTIONS.—The amendments made
by subsection (c) [amending this section and section 368
of this title] shall apply to transfers after the date of
the enactment of this Act [Aug. 5, 1997].
‘‘(3) TRANSITION
RULE.—The amendments made by
this section [amending this section and sections 355,
358, and 368 of this title] shall not apply to any distribu-
tion pursuant to a plan (or series of related trans-
actions) which involves an acquisition described in sec-
tion 355(e)(2)(A)(ii) of the Internal Revenue Code of 1986
(or, in the case of the amendments made by subsection
(c), any transfer) occurring after April 16, 1997, if such
acquisition or transfer is—
‘‘(A) made pursuant to an agreement which was
binding on such date and at all times thereafter,
‘‘(B) described in a ruling request submitted to the
Internal Revenue Service on or before such date, or
‘‘(C) described on or before such date in a public an-
nouncement or in a filing with the Securities and Ex-
change Commission required solely by reason of the
acquisition or transfer.
This paragrap
Source: Supplied 2024 U.S. Code historical extraction · 26 U.S.C. § 354
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