(a) Carryover requirement. Section 381(c)(14) provides that an acquiring corporation shall succeed to and take into account the dividend carryover (described in section 564) of a distributor or transferor corporation in computing its dividends paid deduction under section 561 for taxable years ending after the date of distribution or transfer for which the acquiring corporation is a personal holding company under section 542. To determine the amount of such dividend carryover and to integrate it with the dividend carryover of the acquiring corporation in computing the dividends paid deduction for taxable years ending after the date of distribution or transfer, it is necessary to apply the provisions of section 564 and § 1.564-1 in accordance with this section.
(b) Manner of computing dividend carryover—(1) Preceding taxable years. If the acquiring corporation is a personal holding company under section 542 for its first taxable year ending after the date of distribution or transfer, the taxable year of the distributor or transferor corporation ending with such date is a first preceding taxable year for purposes of section 564, and the taxable year of the distributor or transferor corporation immediately preceding such first preceding year is a second preceding taxable year for purposes of section 564. If the acquiring corporation is a personal holding company for its second taxable year ending after the date of distribution or transfer, the taxable year of the distributor or transferor corporation ending with such date is a second preceding taxable year for purposes of section 564.
(2) Determination of dividends paid deduction and taxable income. The dividends paid deduction of any distributor or transferor corporation (determined under section 561 but without regard to any dividend carryover) and the taxable income of any such corporation (adjusted as provided in section 545(b)) for any taxable year ending on or before the date of distribution or transfer shall be determined without reference to any dividends paid deduction, or taxable income, of the acquiring corporation or any other distributor or transferor corporation; in like manner, the dividends paid deduction and the taxable income of the acquiring corporation for any such taxable year shall be determined without reference to any dividends paid deduction, or taxable income, of a distributor or transferor corporation.
(3) Computation of dividend carryover. (i) For the purpose of determining the dividend carryover to the first taxable year of the acquiring corporation ending after the date of distribution or transfer, the amount of the dividend carryover from the distributor or transferor corporation shall be determined under section 564 without reference to the dividends paid deduction or taxable income of the acquiring corporation or any other corporation. If two or more transactions to which section 381(a) applies have the same date of distribution or transfer, or if a particular taxable year of the acquiring corporation is the first taxable year ending after the dates of distribution or transfer of two or more such transactions occurring on different dates, the amount of the dividend carryover from each distributor or transferor corporation shall be determined separately as provided in the preceding sentence. Except as provided in subdivision (iii) of this subparagraph, the aggregate of the dividend carryovers from each distributor or transferor corporation and the dividend carryover of the acquiring corporation (computed without regard to this section) shall constitute the dividend carryover under section 561(a)(3) of the acquiring corporation for its first taxable year ending after the date (or dates) of distribution or transfer.
(ii) For the purpose of determining the dividend carryover to the second taxable year of the acquiring corporation ending after the date (or dates) of distribution or transfer, the excess, if any, of the dividends paid deduction (determined under section 561 without regard to any dividend carryover) over the taxable income (adjusted as provided in section 545(b)) for the taxable year of each distributor or transferor corporation and the acquiring corporation referred to as a second preceding taxable year shall be determined separately without reference to the dividends paid deduction or taxable income of any other of such corporations. The excesses thus determined shall be aggregated, and such aggregate shall be—
(a) Increased by the excess of the dividends paid deduction (determined without regard to any dividend carryover) over the taxable income (adjusted as provided in section 545(b)), or
(b) Reduced by the excess of the taxable income (adjusted as provided in section 545(b)) over the dividends paid deduction (determined without regard to any dividend carryover),
for the first preceding taxable year of the acquiring corporation. Except as provided in subdivision (iii) of this subparagraph, the amount thus determined shall constitute the dividend carryover under section 561(a)(3) of the acquiring corporation for its second taxable year ending after the date (or dates) of distribution or transfer.
(iii) If a particular taxable year of the acquiring corporation is its first taxable year ending after the date (or dates) of distribution or transfer of one or more transactions to which section 381(a) applies, and if the same taxable year of the acquiring corporation is also its second taxable year ending after the date (or dates) of distribution or transfer of one or more other transactions to which section 381(a) applies, then, for the purpose of determining the dividend carryover to such taxable year of the acquiring corporation, the rules contained in both subdivisions (i) and (ii) of this subparagraph shall be applied. Insofar as such taxable year constitutes the first taxable year ending after the date (or dates) of distribution or transfer of any transaction, the amount of the dividend carryover from any distributor or transferor corporation involved in such transaction shall be determined separately as provided in subdivision (i) of this subparagraph. Insofar as such taxable year constitutes the second taxable year ending after the date (or dates) of distribution or transfer of any transaction, the amount of the dividend carryover from any distributor or transferor corporation involved in the transaction and the acquiring corporation shall be determined as provided in subdivision (ii) of this subparagraph. The aggregate of the dividend carryovers thus determined shall constitute the dividend carryover under section 561(a)(3) of the acquiring corporation for such taxable year. See Example (4) in paragraph (c) of this section.
(c) Illustrations. The rules set forth in paragraphs (a) and (b) of this section may be illustrated by the following examples:
Example 1.(i) Facts. N Corporation acquired on June 30, 1960, all the assets of M Corporation in a reorganization to which section 381(a) applies. Both corporations compute taxable income on the basis of the calendar year. N Corporation is a personal holding company for its taxable years ending December 31, 1960, and December 31, 1961.
(ii) Dividend carryover to N Corporation's taxable year ending December 31, 1960. With respect to N Corporation's taxable year ending December 31, 1960, the taxable years referred to as first preceding taxable years and second preceding taxable years are—
(a) M Corporation's taxable years ending June 30, 1960, and December 31, 1959, respectively; and
(b) N Corporation's taxable years ending December 31, 1959, and December 31, 1958, respectively.
The dividend carryover to N Corporation's taxable year ending December 31, 1960, is $22,000 computed as follows, assuming the dividends paid deduction before dividend carryovers, and the taxable income after section 545(b) adjustments, to be as stated in the computation:
| M Corporation N Corporation
|
| Second preceding taxable year:
| | | | |
| Dividends paid deduction | $25,000 | | $12,000
| |
| Taxable income | 15,000 | | 13,000
| |
| Excess dividends paid deduction | $10,000
| | |
| First preceding taxable year:
| | | | |
| Dividends paid deduction | 23,000 | | 20,000
| |
| Taxable income | 21,000 | | 10,000
| |
| Excess dividends paid deduction | 2,000 | | $10,000
| |
| Separate dividend carryovers | 12,000 | | 10,000 | |
| Second preceding taxable year
| M Corporation
| N Corporation
|
|---|
| Dividends paid deduction | $23,000 | $20,000
|
| Taxable income | 21,000 | 10,000
|
| Separate excess of dividends paid deduction over taxable income | 2,000 | 10,000 |
| Aggregate excess of dividends paid deduction for second preceding taxable year | | $12,000
|
| Dividends paid deduction of N Corporation for first preceding taxable year | $50,000
| |
| Taxable income of N Corporation for first preceding taxable year | 45,000
| |
| | | $5,000
|
| Dividend carryover to N Corporation's taxable year ending December 31, 1961 | | 17,000 |
(ii) Dividend carryover to Z Corporation's taxable year ending December 31, 1957. With respect to Z Corporation's taxable year ending December 31, 1957, the taxable years referred to as first preceding taxable years and second preceding taxable years are—
(a) X Corporation's taxable years ending July 31, 1957, and April 30, 1957, respectively;
(b) Y Corporation's taxable years ending July 31, 1957, and December 31, 1956, respectively; and
(c) Z Corporation's taxable years ending December 31, 1956, and December 31, 1955, respectively.
The dividend carryover to Z Corporation's taxable year ending December 31, 1957, is $40,000 computed as follows, assuming the dividends paid deduction before dividend carryovers, and the taxable income after section 545(b) adjustments, to be as stated in the computation:
| X Corporation Y Corporation Z Corporation
|
| Second preceding taxable year:
| | | | | | |
| Dividends paid deduction | $56,000 | | $19,000 | | $6,000
| |
| Taxable income | 24,000 | | 17,000 | | 5,000 | |
| Excess | $32,000 | | $2,000 | | $1,000
|
| First preceding taxable year:
| | | | | | |
| Dividends paid deduction | 9,000 | | 4,000 | | 10,000
| |
| Taxable income | 7,000 | | 8,000 | | 5,000
| |
| Excess | 2,000 | | (4,000) | | 5,000
|
| Separate dividend carryovers | 34,000 | | 0 | | 6,000
|
|
| X Corporation
| Y Corporation
| Z Corporation
|
|---|
| Second preceding taxable year:
| | | |
| Dividends paid deduction | $9,000 | $4,000 | $10,000
|
| Taxable income | 7,000 | 8,000 | 5,000
|
| Separate excess of dividends paid deduction over taxable income | 2,000 | 0 | 5,000 |
| Aggregate excess of dividends paid deduction for second preceding taxable year | | $7,000
|
| Dividends paid deduction of Z Corporation for first preceding taxable year | $102,000
| |
| Taxable income of Z Corporation for first preceding taxable year | 108,000 | (6,000)
|
| Dividend carryover to Z Corporation's taxable year ending December 31, 1958 | | 1,000 |
(ii) Dividend carryover to T Corporation's taxable year 1960. With respect to T Corporation's taxable year ending December 31, 1960, the taxable years referred to as first preceding taxable years and second preceding taxable years are—
(a) U Corporation's taxable years ending June 30, 1960, and December 31, 1959, respectively; and
(b) T Corporation's taxable years ending December 31, 1959, and December 31, 1958, respectively.
The dividend carryover to T Corporation's taxable year ending December 31, 1960, is $7,000 computed as follows, assuming the dividends paid deduction before dividend carryovers, and the taxable income after section 545(b) adjustments, to be as stated in the computation:
| U Corporation T Corporation
|
| Second preceding taxable year:
| | | | |
| Dividends paid deduction | $16,000 | | $10,000
| |
| Taxable income | 12,000 | | 13,000
| |
| Excess | $4,000 | | 0
|
| First preceding taxable year:
| | | | |
| Dividends paid deduction | 7,000 | | 17,000
| |
| Taxable income | 5,000 | | 16,000
| |
| Excess | 2,000 | | $1,000
|
| Separate dividend carryovers | 6,000 | | 1,000 |
(a) Application of paragraph (b)(3)(ii) of this section. With respect to T Corporation's taxable year 1961, the first preceding taxable year is T Corporation's taxable year ending December 31, 1960; and the taxable years referred to as second preceding taxable year are T Corporation's taxable year ending December 31, 1959, and U Corporation's taxable year ending June 30, 1960. The dividend carryover from taxable years of T Corporation and U Corporation is $1,500 computed as follows, assuming the dividends paid deduction before dividend carryovers, and the taxable income after section 545(b) adjustments, to be as stated in the computation:
| Second preceding taxable year
| U Corporation
| T Corporation
|
|---|
| Dividends paid deduction | $7,000 | $17,000
|
| Taxable income | 5,000 | 16,000
|
| Separate excess of dividends paid deduction over taxable income | 2,000 | 1,000 |
|
|
| T Corporation
|
|---|
| Aggregate excess of dividends paid deduction for second preceding taxable year | $3,000
|
| First preceding taxable year:
| |
| Dividends paid deduction of T Corporation | $21,000
| |
| Taxable income of T Corporation | 22,500
| |
| Excess taxable income | (1,500)
|
| Separate dividend carryover (without regard to V Corporation) | 1,500 |
| Second preceding taxable year
| V Corporation
|
|---|
|
|
|
|---|
| Dividends paid deduction | $11,000
| |
| Taxable income | 6,000
| |
| Excess | | $5,000
|
| First preceding taxable year:
| | |
| Dividends paid deduction | $9,000
| |
| Taxable income | 6,000
| |
| Excess | 3,000
| |
| Separate dividend carryover from V Corporation | | 8,000 |
(d) Successive carryovers. The provisions of this section shall apply for the purpose of determining a dividend carryover to an acquiring corporation which, in a distribution or transfer to which section 381(a) applies, acquires the assets of a distributor or transferor corporation which has previously acquired the assets of another corporation in a transaction to which section 381(a) applies; even though, in computing the dividend carryover to such second acquiring corporation, it is necessary to take into account the deduction for dividends paid, and the adjusted taxable income, of the first distributor or transferor corporation.
(e) Acquiring corporation not receiving all the assets. The dividend carryover acquired from a distributor or transferor corporation by an acquiring corporation in a transaction to which section 381(a) applies is not reduced by reason of the fact that the acquiring corporation does not acquire 100 percent of the assets of the distributor or transferor corporation.
(f) Dividends paid after the close of taxable year. A transaction to which section 381(a) applies does not prevent the application of section 563(b) to a dividend paid by a distributor or transferor corporation after the close of its taxable year ending with the date of distribution or transfer but on or before the 15th day of the third month following the close of such taxable year. However, dividends paid by the acquiring corporation may not be taken into account under section 563(b) for the purpose of determining the dividends paid deduction of the distributor or transferor corporation for its taxable year ending with the date of distribution or transfer.
[T.D. 6532, 26 FR 406, Jan. 19, 1961]