Rev. Proc. 67-39

SECTION 1. PURPOSE.

The purpose of this Revenue Procedure is to notify foreign corporations where to file the notice of intent to issue stock, or an option or similar right to acquire stock, or any debt obligation convertible into stock, pursuant to section 4920(b)(2)(D)(v) of the Internal Revenue Code of 1954.

SEC. 2. BACKGROUND.

Under the provisions of section 4920(b) of the Code, for interest equalization tax purposes a foreign corporation (other than a company registered under the Investment Company Act of 1940) shall not be considered a foreign issuer with respect to any class of its stock if certain conditions set forth in such section are satisfied. The acquisition of shares of such a class of stock by a United States person is not subject to the interest equalization tax imposed by section 4911(a) of the Code.

Pursuant to the provisions of section 4920(b)(2)(D) of the Code, the term "class of stock" may include shares issued after November 10, 1964. As one of the conditions for qualification of such shares as a "class of stock" under this subparagraph, section 4920(b)(2)(D)(v) of the Code requires that the issuing corporation file a notice of intent to issue such shares at least 15 days before the date such shares are issued.

Section 4920(b)(2) of the Code states that for purposes of subparagraph (D) the issuance of an option or similar right to acquire stock or any debt obligation convertible into stock, shall be treated as the issuance of the stock which may be obtained on the exercise of such option or similar right or the conversion of such debt obligation.

SEC. 3. PROCEDURE.

The notice of intent to issue stock, or an option or similar right to acquire stock, or any debt obligation convertible into stock, provided for in section 4920(b)(2) of the Code, must be submitted at least 15 days prior to the issuance of such stock, option or similar right. Such notices are to be submitted to the Commissioner of Internal Revenue, Attention: T:I:C, Washington, D.C. 20224.