The Emergency Economic Stabilization Act of 2008, referred to in subsec. (n)(1)(A), is div. A of Pub. L. 110–343,
2017—Subsec. (d)(3). Pub. L. 115–97, § 13301(b)(2), added par. (3).
Subsec. (k)(1). Pub. L. 115–97, § 13301(b)(3), inserted after first sentence “Such term shall include any corporation entitled to use a carryforward of disallowed interest described in section 381(c)(20).”
Subsec. (l)(3)(B)(iii). Pub. L. 115–97, § 11051(b)(3)(F), substituted “section 121(d)(3)(C)” for “section 71(b)(2)”.
2014—Subsec. (l)(5)(F) to (H). Pub. L. 113–295 redesignated subpars. (G) and (H) as (F) and (G), respectively, and struck out former subpar. (F) which related to a special rule for certain financial institutions for certain equity structure shifts and transactions occurring before
2009—Subsec. (n). Pub. L. 111–5 added subsec. (n).
2004—Subsec. (l)(4)(B)(ii). Pub. L. 108–357 substituted “or a REMIC to which part IV of subchapter M applies,” for “a REMIC to which part IV of subchapter M applies, or a FASIT to which part V of subchapter M applies,”.
1996—Subsec. (l)(4)(B)(ii). Pub. L. 104–188 substituted “a REMIC to which part IV of subchapter M applies, or a FASIT to which part V of subchapter M applies” for “or a REMIC to which part IV of subchapter M applies”.
1993—Subsec. (l)(5)(C). Pub. L. 103–66 amended heading and text of subpar. (C) generally. Prior to amendment, text read as follows:
“(i)
“(ii)
1989—Subsec. (h)(3)(B)(i). Pub. L. 101–239, § 7205(a), amended cl. (i) generally. Prior to amendment, cl. (i) read as follows: “If the amount of the net unrealized built-in gain or net unrealized built-in loss (determined without regard to this subparagraph) of any old loss corporation is not greater than 25 percent of the amount determined for purposes of subparagraph (A)(i)(I), the net unrealized built-in gain or net unrealized built-in loss shall be zero.”
Subsec. (h)(6)(B). Pub. L. 101–239, § 7811(c)(5)(A)(i), inserted “(determined without regard to any carryover)” after “during the recognition period”.
Subsec. (h)(6)(C). Pub. L. 101–239, § 7811(c)(5)(A)(ii), substituted “which would be treated as recognized built-in gains or losses under this paragraph if such amounts were properly taken into account (or allowable as a deduction) during the recognition period” for “treated as recognized built-in gains or losses under this paragraph”.
Subsec. (l)(3)(B)(i)(III). Pub. L. 101–239, § 7841(d)(11), substituted “incident to divorce),” for “incident to divorce,”.
Subsec. (l)(3)(C). Pub. L. 101–239, § 7304(d)(1), redesignated subpar. (D) as (C) and struck out former subpar. (C) which related to special rule for employee stock ownership plans.
Subsec. (l)(3)(C)(ii). Pub. L. 101–239, § 7815(h), substituted “For purposes of subclause (III),” for “for purposes of subclause (III),” in concluding provisions.
Subsec. (l)(3)(D). Pub. L. 101–239, § 7304(d)(1), redesignated subpar. (D) as (C).
Subsec. (l)(5)(F). Pub. L. 101–73 substituted “on or after
1988—Subsec. (e)(2). Pub. L. 100–647, § 1006(d)(1)(A), inserted “or other corporate contraction” after “redemption” in heading and in two places in text.
Subsec. (e)(3). Pub. L. 100–647, § 1006(d)(17)(A), added par. (3).
Subsec. (g)(1)(A). Pub. L. 100–647, § 1006(d)(21)(A), struck out “new” after “stock of the”.
Subsec. (g)(1)(B). Pub. L. 100–647, § 1006(d)(21)(B), struck out “old” after “stock of the”.
Subsec. (g)(4)(C). Pub. L. 100–647, § 1006(d)(2), inserted “rules similar to” after “provided in regulations,”.
Subsec. (h)(1)(C). Pub. L. 100–647, § 1006(d)(3)(A), substituted “Special rules for certain section 338 gains” for “Section 338 gain” in heading and amended text generally. Prior to amendment, text read as follows: “The section 382 limitation for any taxable year in which gain is recognized by reason of an election under section 338 shall be increased by the excess of—
“(i) the amount of such gain, over
“(ii) the portion of such gain taken into account in computing recognized built-in gains for such taxable year.”
Subsec. (h)(3)(A)(ii). Pub. L. 100–647, § 1006(d)(28)(A), inserted “to the extent provided in regulations,” after “an ownership change,”.
Pub. L. 100–647, § 1006(d)(1)(B), inserted “or other corporate contractions” after “redemptions” in heading and “or other corporate contraction” after “redemption” in two places in text.
Subsec. (h)(3)(B)(ii). Pub. L. 100–647, § 1006(d)(26), inserted “except as provided in regulations,” after “under clause (i),”.
Subsec. (h)(4). Pub. L. 100–647, § 1006(d)(20), substituted “allowed as a carryforward” for “treated as a net operating loss” in heading and inserted “(or to the extent the amount so disallowed is attributable to capital losses, under rules similar to the rules for the carrying forward of net capital losses)” after “net operating losses” in subpar. (A).
Subsec. (h)(5)(A). Pub. L. 100–647, § 1006(d)(3)(B), substituted “recognized built-in gains to the extent such gains increased the section 382 limitation for the year (or recognized built-in losses to the extent such losses are treated as pre-change losses)” for “recognized built-in gains and losses”.
Subsec. (h)(6). Pub. L. 100–647, § 1006(d)(22), substituted “Treatment of certain built-in items” for “Secretary may treat certain deductions as built-in losses” in heading and amended text generally. Prior to amendment, text read as follows: “The Secretary may by regulation treat amounts which accrue on or before the change date but which are allowable as a deduction after such date as recognized built-in losses.”
Subsec. (h)(9). Pub. L. 100–647, § 1006(d)(23), substituted “was acquired (or is subsequently transferred)” for “is transferred”.
Subsec. (i)(3). Pub. L. 100–647, § 1006(d)(4), inserted “the earlier of” after “not begin before” and “or the taxable year in which the transaction being tested occurs” after “1st post-change year”.
Subsec. (k)(1). Pub. L. 100–647, § 1006(d)(5)(A), inserted “or having a net operating loss for the taxable year in which the ownership change occurs” after “operating loss carryover”.
Subsec. (k)(2). Pub. L. 100–647, § 1006(d)(5)(B), amended par. (2) generally. Prior to amendment, par. (2) read as follows: “The term ‘old loss corporation’ means any corporation with respect to which there is an ownership change—
“(A) which (before the ownership change) was a loss corporation, or
“(B) with respect to which there is a pre-change loss described in subsection (d)(1)(B).”
Subsec. (l)(3)(A)(iv), (v). Pub. L. 100–647, § 1006(d)(6), added cls. (iv) and (v) and struck out former cl. (iv) which read as follows: “except to the extent provided in regulations, paragraph (4) of section 318(a) shall apply to an option if such application results in an ownership change.”
Subsec. (l)(3)(C)(ii). Pub. L. 100–647, § 5077(a), added subcl. (III) and concluding provisions.
Subsec. (l)(4)(B)(ii). Pub. L. 100–647, § 1006(t)(22)(A), substituted “REMIC” for “real estate mortgage pool”.
Subsec. (l)(5)(A)(ii). Pub. L. 100–647, § 1006(d)(25), substituted “stock of a controlling corporation” for “stock of controlling corporation”.
Pub. L. 100–647, § 1006(d)(7), substituted “after such ownership change and as a result of being shareholders or creditors immediately before such change” for “immediately after such ownership change”.
Subsec. (l)(5)(B). Pub. L. 100–647, § 1006(d)(27), substituted “the pre-change losses and excess credits (within the meaning of section 383(a)(2)) which may be carried to a post-change year shall be computed” for “the net operating loss deduction under section 172(a) for any post-change year shall be determined”.
Subsec. (l)(5)(C). Pub. L. 100–647, § 1006(d)(18), substituted “tax attributes” for “carryforwards” in heading and amended text generally. Prior to amendment, text read as follows: “In any case to which subparagraph (A) applies, the pre-change losses and excess credits (within the meaning of section 383(a)(2)) which may be carried to a post-change year shall be computed as if 50 percent of the amount which, but for the application of section 108(e)(10)(B), would have been includible in gross income for any taxable year had been so included.”
Subsec. (l)(5)(E). Pub. L. 100–647, § 1006(d)(19), substituted “taken into account” for “of creditors taken into account” in heading and amended introductory provisions generally. Prior to amendment, introductory provisions read as follows: “For purposes of subparagraph (A)(ii), stock transferred to a creditor in satisfaction of indebtedness shall be taken into account only if such indebtedness—”.
Subsec. (l)(5)(F). Pub. L. 100–647, § 4012(a)(3), substituted “1989” for “1988” in last sentence.
Subsec. (l)(5)(F)(i)(I). Pub. L. 100–647, § 1006(d)(8)(A), inserted “ ‘1504(a)(2)(B)’ for ‘1504(a)(2)’ and” after “by substituting”.
Subsec. (l)(5)(F)(ii)(III). Pub. L. 100–647, § 1006(d)(8)(B), substituted “the amount of deposits in the new loss corporation immediately after the change” for “deposits described in subclause (II)”.
Subsec. (l)(5)(F)(iii)(I). Pub. L. 100–647, § 4012(b)(1)(B), inserted “(as modified by section 368(a)(3)(D)(iv))” after “section 368(a)(3)(D)(ii)”.
Pub. L. 100–647, § 1006(d)(29), which directed amendment of subcl. (I) by substituting “section 368(a)(3)(D)(ii)” for “section 368(a)(D)(ii)”, could not be executed because “section 368(a)(3)(D)(ii)” appeared and “section 368(a)(D)(ii)” did not appear.
Subsec. (l)(6). Pub. L. 100–647, § 1006(d)(9), substituted “shall reflect the increase (if any) in value of the old loss corporation resulting from any surrender or cancellation of creditors’ claims in the transaction” for “shall be the value of the new loss corporation immediately after the ownership change”.
Subsec. (l)(8). Pub. L. 100–647, § 1006(d)(10), added par. (8).
Subsec. (m)(4). Pub. L. 100–647, § 1006(d)(1)(C), redesignated par. (5) as (4) and struck out former par. (4) which read as follows: “providing for the treatment of corporate contractions as redemptions for purposes of subsections (e)(2) and (h)(3)(A), and”.
Subsec. (m)(5). Pub. L. 100–647, § 1006(d)(24), added par. (5).
Pub. L. 100–647, § 1006(d)(1)(C), redesignated former par. (5) as (4).
1987—Subsec. (g)(4)(D). Pub. L. 100–203, § 10225(a), added subpar. (D).
Subsec. (h)(2)(B). Pub. L. 100–203, § 10225(b), inserted at end “Such term includes any amount allowable as depreciation, amortization, or depletion for any period within the recognition period except to the extent the new loss corporation establishes that the amount so allowable is not attributable to the excess described in clause (ii).”
1986—Pub. L. 99–514, § 621(a), in amending section generally, in subsec. (a), substituted provisions setting forth general rule that amount of taxable income of any new loss corporation for any post-change year which may be offset by pre-change losses shall not exceed section 382 limitation for such year for provisions relating to change in ownership of corporation and change in its business, description of persons owning corporation, attribution of ownership, and definition of “purchase”, in subsec. (b), substituted provisions relating to section 382 limitation for provisions relating to change in ownership as result of reorganization, in subsec. (c), substituted provisions relating to disallowance of carryforwards if continuity of business requirements are not met for provisions defining stock as all shares except nonvoting stock which is limited and preferred as to dividends, and added subsecs. (d) to (m).
Pub. L. 99–514, § 621(e)(1), repealed amendment by Pub. L. 94–455, § 806(e). See 1976 Amendment note below.
1984—Subsec. (b)(1). Pub. L. 98–369, in section as amended by Pub. L. 94–455, substituted “subparagraph (A), (B), (C), or (F) of section 368(a)(1) or subparagraph (D) or (G) of section 368(a)(1) (but only if the requirements of section 354(b)(1) are met)” for “section 368(a)(1)(A), (B), (C), (D) (but only if the requirements of section 354(b)(1) are met, or (F)”.
1981—Subsec. (b)(7). Pub. L. 97–34 designated existing provisions as subpar. (A) and added subpar. (B).
1980—Subsec. (b)(7). Pub. L. 96–589 added par. (7).
1976—Pub. L. 94–455, § 806(e), which amended section generally, substituting provisions relating to special limitations on net operating loss carryovers based on continuity of trade or business conducted, for provisions relating to special limitations on net operating loss carryovers based on continuity of ownership, was repealed by Pub. L. 99–514, § 621(e)(1). See Effective Date of 1986 and 1976 Amendment notes below.
1964—Subsec. (a)(3). Pub. L. 88–554 inserted reference to section 318(a)(3)(C) of this title.
Amendment by section 11051(b)(3)(F) of Pub. L. 115–97 applicable to any divorce or separation instrument (as defined in former section 71(b)(2) of this title as in effect before
Amendment by section 13301(b)(2), (3) of Pub. L. 115–97 applicable to taxable years beginning after
Amendment by Pub. L. 113–295 effective
Pub. L. 111–5, div. B, title I, § 1262(b),
Amendment by Pub. L. 108–357 effective
Amendment by Pub. L. 104–188 effective
Amendment by Pub. L. 103–66 applicable to stock transferred after
Amendment by section 7205(a) of Pub. L. 101–239 applicable, except as otherwise provided, to ownership changes and acquisitions after
Pub. L. 101–239, title VII, § 7304(d)(2),
Amendment by sections 7811(c)(5)(A) and 7815(h) of Pub. L. 101–239 effective, except as otherwise provided, as if included in the provision of the Technical and Miscellaneous Revenue Act of 1988, Pub. L. 100–647, to which such amendment relates, see section 7817 of Pub. L. 101–239, set out as a note under section 1 of this title.
Pub. L. 101–73, title XIV, § 1401(c)(2),
Pub. L. 100–647, title I, § 1006(d)(1)(D),
Pub. L. 100–647, title I, § 1006(d)(17)(B),
Pub. L. 100–647, title I, § 1006(d)(28)(B),
Amendment by section 1006(d)(2)–(10), (18)–(27), (29), (t)(22)(A) of Pub. L. 100–647 effective, except as otherwise provided, as if included in the provision of the Tax Reform Act of 1986, Pub. L. 99–514, to which such amendment relates, see section 1019(a) of Pub. L. 100–647, set out as a note under section 1 of this title.
Pub. L. 100–647, title IV, § 4012(b)(1)(C)(ii),
Pub. L. 100–647, title V, § 5077(b), “(1) The amendment made by subsection (a) [amending this section] shall apply to acquisition after “(2) The amendment made by subsection (a) shall not apply to acquisitions after
Pub. L. 100–203, title X, § 10225(c), “(1) The amendment made by subsection (a) [amending this section] shall apply in the case of stock treated as becoming worthless in taxable years beginning after “(2) The amendment made by subsection (b) [amending this section] shall apply in the case of ownership changes (as defined in section 382 of the Internal Revenue Code of 1986 as amended by subsection (a)) after
Pub. L. 99–514, title VI, § 621(f), “(1) “(A) “(i) The amendments made by subsections (a), (b), and (c) [amending this section and sections 318 and 383 of this title] shall apply to any ownership change after “(ii) For purposes of clause (i), any equity structure shift pursuant to a plan of reorganization adopted before “(B) Except in a case described in any of the following paragraphs—“(i) section 382(a) of the Internal Revenue Code of 1954 (as in effect before the amendment made by subsection (a) and the amendments made by section 806 of the Tax Reform Act of 1976 [section 806 of Pub. L. 94–455]) shall not apply to any increase in percentage points occurring after “(ii) section 382(b) of such Code (as so in effect) shall not apply to any reorganization occurring pursuant to a plan of reorganization adopted after In no event shall sections 382(a) and (b) of such Code (as so in effect) apply to any ownership change described in subparagraph (A).“(C) For purposes of section 382(i) of the Internal Revenue Code of 1986 (as added by this section), any equity structure shift pursuant to a plan of reorganization adopted before “(2) “(A) The repeals made by subsection (e)(1) [repealing amendments by Pub. L. 94–455, § 806(e), (f), amending this section and sections 108, 368, and 383 of this title] and the amendment made by subsection (e)(2) [repealing section 806(g)(2), (3) of Pub. L. 94–455, formerly set out as an Effective Date of 1976 Amendment note below] shall take effect on “(B) “(i) If a taxpayer described in clause (ii) elects to have the provisions of this subparagraph apply, the amendments made by subsections (e) and (f) of section 806 of the Tax Reform Act of 1976 [amending this section and sections 108, 368, and 383 of this title] shall apply to the reorganization described in clause (ii).“(ii) A taxpayer is described in this clause if the taxpayer filed a title 11 or similar case on “(C) In the case of debt of a corporation incorporated in Colorado on “(i) the amendments made by subsections (a), (b), and (c) shall not apply to any debt restructuring of such debt which was approved by the debtor’s Board of Directors and the lenders in 1986, and“(ii) the amendments made by subsections (e) and (f) of section 806 of the Tax Reform Act of 1976 shall not apply to such debt restructuring, except that the amendment treated as part of such subsections under section 59(b) of the Tax Reform Act of 1984 (relating to qualified workouts) shall apply to such debt restructuring.“(D) In the case of a Texas corporation incorporated on “(3) For purposes of determining whether there is an ownership change, the testing period shall not begin before the later of—“(A) “(B) in the case of an ownership change which occurs after “(4) The amendments made by subsections (a), (b), and (c) shall not apply to any—“(A) stock-for-debt exchanges and stock sales made pursuant to a plan of reorganization with respect to a petition for reorganization filed by a corporation under chapter 11 of title 11, United States Code, on “(B) ownership change of a Delaware corporation incorporated in August 1983, which may result from the exercise of put or call option under an agreement entered into on Any regulations prescribed under section 382 of the Internal Revenue Code of 1986 (as added by subsection (a)) which have the effect of treating a group of shareholders as a separate 5-percent shareholder by reason of a public offering shall not apply to any public offering before “(5) Unless the taxpayer elects not to have the provisions of this paragraph apply, in the case of a reorganization described in subparagraph (G) of section 368(a)(1) of the Internal Revenue Code of 1986 or an exchange of debt for stock in a title 11 or similar case, as defined in section 368(a)(3) of such Code, the amendments made by subsections (a), (b), and (c) shall not apply to any ownership change resulting from such a reorganization or proceeding if a petition in such case was filed with the court before “(6) The amendments made by subsections (a), (b), and (c) shall not apply to any ownership change with respect to—“(A) the acquisition of a corporation the stock of which is acquired pursuant to a plan of divestiture which identified such corporation and its assets, and was agreed to by the board of directors of such corporation’s parent corporation on “(B) a merger which occurs pursuant to a merger agreement (entered into before “(C) a reorganization involving a party to a reorganization of a group of corporations engaged in enhanced oil recovery operations in California, merged in furtherance of a plan of reorganization adopted by a board of directors vote on “(D) the conversion of a mutual savings and loan association holding a Federal charter dated “(7) The amendments made by subsections (a), (b), and (c) shall not apply to an ownership change of a regulated air carrier if—“(A) on “(B) the acquisition (by or for such parent corporation) or retirement of the remaining common stock of such carrier is completed before the later of but only if the ownership change occurs on or before the later of “(8) The amendments made by subsections (a), (b), and (c) shall not apply to any ownership change resulting from the conversion of a Minnesota mutual savings bank holding a Federal charter dated “(9) Except as otherwise provided, terms used in this subsection shall have the same meaning as when used in section 382 of the Internal Revenue Code of 1986 (as amended by this section).”
[Pub. L. 100–647, title VI, § 6277(c),
Pub. L. 98–369, div. A, title I, § 62(b)(2),
Amendment by Pub. L. 97–34 applicable to any transfer made on or after
Pub. L. 96–589, § 2(d),
Amendment by Pub. L. 96–589 applicable to transactions which occur after
Pub. L. 94–455, title VIII, § 806(g)(2), (3),
Amendment by Pub. L. 88–554 effective
Pub. L. 95–600, title III, § 368,
Pub. L. 111–5, div. B, title I, § 1261, “(a) Congress finds as follows:“(1) The delegation of authority to the Secretary of the Treasury under section 382(m) of the Internal Revenue Code of 1986 does not authorize the Secretary to provide exemptions or special rules that are restricted to particular industries or classes of taxpayers.“(2) Internal Revenue Service Notice 2008–83 is inconsistent with the congressional intent in enacting such section 382(m).“(3) The legal authority to prescribe Internal Revenue Service Notice 2008–83 is doubtful.“(4) However, as taxpayers should generally be able to rely on guidance issued by the Secretary of the Treasury legislation is necessary to clarify the force and effect of Internal Revenue Service Notice 2008–83 and restore the proper application under the Internal Revenue Code of 1986 of the limitation on built-in losses following an ownership change of a bank.“(b) “(1) Internal Revenue Service Notice 2008–83—“(A) shall be deemed to have the force and effect of law with respect to any ownership change (as defined in section 382(g) of the Internal Revenue Code of 1986) occurring on or before “(B) shall have no force or effect with respect to any ownership change after such date.“(2) Notwithstanding paragraph (1), Internal Revenue Service Notice 2008–83 shall have the force and effect of law with respect to any ownership change (as so defined) which occurs after “(A) is pursuant to a written binding contract entered into on or before such date, or“(B) is pursuant to a written agreement entered into on or before such date and such agreement was described on or before such date in a public announcement or in a filing with the Securities and Exchange Commission required by reason of such ownership change.”
Pub. L. 99–514, title VI, § 621(d),