Sec. 1.368-3 Records to be kept and information to be filed with returns.
(a) Parties to the reorganization.
The plan of reorganization must be adopted by each of the corporations that are parties thereto. Each such corporation must include a statement entitled, "STATEMENT PURSUANT TO § 1.368-3(a) BY [INSERT NAME AND EMPLOYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A CORPORATION A PARTY TO A REORGANIZATION," on or with its return for the taxable year of the exchange. If any such corporation is a controlled foreign corporation (within the meaning of section 957), each United States shareholder (within the meaning of section 951(b)) with respect thereto must include this statement on or with its return. However, it is not necessary for any taxpayer to include more than one such statement on or with the same return for the same reorganization. The statement must include --
(1) The names and employer identification numbers (if any) of all such parties;
(2) The date of the reorganization;
(3) The value and basis of the assets, stock or securities of the target corporation transferred in the transaction, determined immediately before the transfer and aggregated as follows--
(i) Importation property transferred in a loss importation transaction, as defined in § 1.362-3(c) (2) and (3), respectively;
(ii) Loss duplication property as defined in §1.362-4(g)(1);
(iii) Property with respect to which any gain or loss was recognized on the transfer (without regard to whether such property is also identified in paragraph (a)(3)(i) or (ii) of this section);
(iv) Property not described in paragraph (a)(3)(i), (ii), or (iii) of this section; and
(4) The date and control number of any private letter ruling(s) issued by the Internal Revenue Service in connection with this reorganization.
(b) Significant holders.
Every significant holder, other than a corporation a party to the reorganization, must include a statement entitled, "STATEMENT PURSUANT TO § 1.368-3(b) BY [INSERT NAME AND TAXPAYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A SIGNIFICANT HOLDER," on or with such holder's return for the taxable year of the exchange. If a significant holder is a controlled foreign corporation (within the meaning of section 957), each United States shareholder (within the meaning of section 951(b)) with respect thereto must include this statement on or with its return. The statement must include --
(1) The names and employer identification numbers (if any) of all of the parties to the reorganization;
(2) The date of the reorganization; and
(3) The value and basis of all the stock or securities of the target corporation held by the significant holder that is transferred in the transaction and such holder’s basis in that stock or securities, determined immediately before the transfer and aggregated as follows--
(i) Stock and securities with respect to which an election is made under section 362(e)(2)(C) ; and
(ii) Stock and securities not described in paragraph (b)(3)(i) of this section.
(c) Definitions.
For purposes of this section:
(1) Significant holder means--
(i) A holder of stock of the target corporation that receives stock or securities in an exchange described in section 354 (or so much of section 356 as relates to section 354 ) if, immediately before the exchange, such holder--
(A) Owned at least five percent (by vote or value) of the total outstanding stock of the target corporation if the stock owned by such holder is publicly traded; or
(B) Owned at least one percent (by vote or value) of the total outstanding stock of the target corporation if the stock owned by such holder is not publicly traded; or
(ii) A holder of securities of the target corporation that receives stock or securities in an exchange described in section 354 (or so much of section 356 as relates to section 354) if, immediately before the exchange, such holder owned securities in such target corporation with a basis of $1,000,000 or more.
(2) Publicly traded stock means stock that is listed on--
(i) A national securities exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f); or
(ii) An interdealer quotation system sponsored by a national securities association registered under section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).
(d) Substantiation information.
Under § 1.6001-1(e), taxpayers are required to retain their permanent records and make such records available to any authorized Internal Revenue Service officers and employees. In connection with the reorganization described in this section, these records should specifically include information regarding the amount, basis, and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization.
(e) Effective/applicability date.
This section applies to any taxable year beginning on or after May 30, 2006. However, taxpayers may apply this section to any original Federal income tax return (including any amended return filed on or before the due date (including extensions) of such original return) timely filed on or after May 30, 2006. For taxable years beginning before May 30, 2006, see § 1.368-3 as contained in 26 CFR part 1 in effect on April 1, 2006. Paragraphs (a)(3) and (b)(3) of this section apply with respect to reorganizations occurring on or after March 28, 2016, and also with respect to reorganizations occurring before such date as a result of an entity classification election under §301.7701-3 of this chapter filed on or after March 28, 2016, unless such reorganization is pursuant to a binding agreement that was in effect prior to March 28, 2016, and at all times thereafter.
[Added by T.D. 9329 , 72 FR 32794-32809, June 14, 2007; amended by T.D. 9759 , 81 FR 17066-17083, Mar. 28, 2016.]
Editor's Note: Former reg. section 1.368-3, adopted by T.D. 6152, 20 FR 8875, Dec. 3, 1955; republished by T.D. 6500, 25 FR 11607, Nov. 26, 1960, and amended by T.D. 6622, 27 FR 11918, Dec. 4, 1962, was removed by T.D. 9264 , 71 FR 30591-30608, May 30, 2006.
