§ 1.1502-13T - Intercompany transactions (temporary).

(a) through (f)(5)(ii)(A) [Reserved] For further guidance see §1.1502–13(a) through (f)(5)(ii)(A).

(B) Section 332 —( 1 ) In general. If section 332 would otherwise apply to T's (old T's) liquidation into B, and B transfers substantially all of old T's assets to a new member (new T), and if a direct transfer of substantially all of old T's assets to new T would qualify as a reorganization described in section 368(a), then, for all Federal income tax purposes, T's liquidation into B and B's transfer of substantially all of old T's assets to new T will be disregarded and instead, the transaction will be treated as if old T transferred substantially all of its assets to new T in exchange for new T stock and the assumption of T's liabilities in a reorganization described in section 368(a). (Under §1.1502–13(j)(1), B's stock in new T would be a successor asset to B's stock in old T, and S's gain would be taken into account based on the new T stock.)

( 2 ) Time limitation and adjustments. The transfer of old T's assets to new T qualifies under paragraph (f)(5)(ii)(B)( 1 ) of this section only if B has entered into a written plan, on or before the due date of the group's consolidated income tax return (including extensions), to transfer the T assets to new T, and the statement described in paragraph (f)(5)(ii)(E) of this section is included on or with a timely filed consolidated tax return for the tax year that includes the date of the liquidation (including extensions). However, see paragraph (f)(5)(ii)(F) of this section for certain situations in which the plan may be entered into after the due date of the return and the statement described in paragraph (f)(5)(ii)(E) of this section may be included on either an original tax return or an amended tax return filed after the due date of the return. In either case, the transfer of substantially all of T's assets to new T must be completed within 12 months of the filing of the return. Appropriate adjustments are made to reflect any events occurring before the formation of new T and to reflect any assets not transferred to new T, or liabilities not assumed by new T. For example, if B retains an asset of old T, the asset is treated under §1.1502–13(f)(3) as acquired by new T but distributed to B immediately after the reorganization.

(f)(5)(ii)(B)( 3 ) through (f)(5)(ii)(E) [Reserved] For further guidance, see §1.1502–13(f)(5)(ii)(B)( 3 ) through (f)(5)(ii)(E).

(F) Effective/Applicability dates —( 1 ) General rule. Paragraphs (f)(5)(ii)(B)( 1 ) and (f)(5)(ii)(B)( 2 ) of this section apply to transactions in which old T's liquidation into B occurs on or after October 25, 2007.

( 2 ) Prior periods. For transactions in which old T's liquidation into B occurs before October 25, 2007, see §1.1502–13(f)(5)(ii)(B)( 1 ) and (f)(5)(ii)(B)( 2 ) in effect prior to October 25, 2007, as contained in 26 CFR part 1, revised April 1, 2009.

( 3 ) Special rule for tax returns filed before November 3, 2009. In the case of a liquidation on or after October 25, 2007, by a taxpayer whose original tax return for the year of liquidation was filed on or before November 3, 2009, then, notwithstanding paragraph (f)(5)(ii)(B)( 2 ) of this section and §1.1502–13(f)(5)(ii)(E), the election to apply paragraph (f)(5)(ii)(B) of this section may be made by entering into the written plan described in paragraph (f)(5)(ii)(B) of this section on or before November 3, 2009, including the statement described in §1.1502–13(f)(5)(ii)(E) on or with an original tax return or an amended tax return for the tax year that includes the liquidation filed on or before November 3, 2009, and transferring substantially all of T's assets to new T within 12 months of the filing of such original or amended return.

(G) Expiration date. These temporary regulations will expire on September 3, 2012.

[T.D. 9515, 76 FR 11959, Mar. 4, 2011; 76 FR 17782, Mar. 31, 2011; 76 FR 20524, Apr. 13, 2011]