Do the following corporate divisions meet the 355 requirements relating to the a

Question

Do the following corporate divisions meet the 355 requirements relating to the active conduct of a trade or business? If yes, do they qualify as a spin-off, a split-off, or a split-up? Assume all other requirements for a corporate division are met. R, Inc, has produced T-shirts for the U.S. and European markets for the past eight years. The officers of R decide to move all European production activities to the East Coast of the United States. In addition, the assets necessary for its European production process will be transferred to E, Inc., a corporation being organized for this purpose. Stock in E, Inc, will be distributed to R, Inc, shareholders. Shareholders will not surrender any of their shares. Although M, Inc, has been an active manufacturer for eight years, it is subject to the alternative minimum tax, primarily because of its substantial investment in equipment. The officers of M propose to transfer all equipment acquired since 2007 to P. Inc., a corporation to be organized for the purpose of owning all equipment to be used by M. After the transfer, M will lease the equipment from P, M will hold 60% of P stock and distribute 40% to M shareholders. Shareholders will not surrender any of their M shares. Twelve years ago, V and W corporations were formed as wholly owned subsidiaries of U, Inc. U has no other assets. Y and Z are equal owners of U, lnc. Y and Z are in complete disagreement about the future of the three corporations. Unable to reconcile these differences, Y and Z agree to have U distribute all its stock in V to Z and all its stock in W to Y. In exchange, Y and Z will surrender all their share in U, and U will be terminated.

Explanation / Answer

a) It meets the requirement under Section 355. Its a spin-off. A "spin-off' is a pro-rata distribution of a subsidiary corporation to its existing shareholders. A spin-off resembles a dividend in kind. The stock of a subsidiary corporation is distributed pro-rata to the shareholders of the parent without any surrender of stock by them.

b) Its a split-off and it fails to meet the requirement under Section 355. If the split-off fails to qualify under Section 355, the parent corporation would be taxed under Section 311 on the fair market value (in excess of basis) of the subsidiary stock distributed in redemption of the shareholder's stock in the parent; and the shareholder receiving the subsidiary stock would be taxed under Section 302 on the redemption of his stock in the parent.

c) It meets the requirement under Section 355. Its a split-up. A "split-up" is when the parent corporation divides the business and transfers it to two new subsidiary corporations which are then distributed non pro-rata to all of the shareholders in exchange for their stock in the parent corporation. A split-up resembles a complete liquidation of the parent corporation. After a split-up, the shareholders own stock interests (either pro-rata or non pro-rata) in the two new corporations and the distributing corporation ceases to exist.

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