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Title 26 — Internal Revenue Code

Part II · Chapter 1 — Normal Taxes and Surtaxes

§ 331. Gain or loss to shareholder in corporate liquidations

Statutory text

(a)

Distributions in complete liquidation treated as exchanges

Amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock.

(b)

Nonapplication of section 301

Section 301 (relating to effects on shareholder of distributions of property) shall not apply to any distribution of property (other than a distribution referred to in paragraph (2)(B) of section 316(b)) in complete liquidation.

(c)

Cross reference

For general rule for determination of the amount of gain or loss recognized, see section 1001.

Legislative history

Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.

  1. Aug. 16, 1954, ch. 736, 68A Stat. 101 · 68A Stat. 101

    Enacted · 26 U.S.C. § 331

    Aug. 16, 1954, ch. 736, 68A Stat. 101

    Source evidence

    Code source credit
    Aug. 16, 1954, ch. 736, 68A Stat. 101

  2. Revenue Act of 1964

    Pub. L. 88–272 title II § 225(f)(2) · 78 Stat. 19

    Inserted · 26 U.S.C. § 331(b)

    Pub. L. 88–272 inserted “(other than a distribution referred to in paragraph (2)(B) of section 316(b))”

    Source evidence

    Code amendment note
    Subsec. (b). Pub. L. 88–272 inserted “(other than a distribution referred to in paragraph (2)(B) of section 316(b))”.

    Enacted provision · exact public law section
    (2) Section 331(b) (relating to nonapplication of section 301) is amended by inserting after “any distribution of property” the phrase “(other than a distribution referred to in paragraph Ante, p. 87. 26 USC 562. (2) (B) of section 316(b))”.

  3. Pub. L. 94–455 title XIX § 1901(b)(28)(A) · 90 Stat. 1520

    1. Substituted · 26 U.S.C. § 331(c)

      Pub. L. 94–455 substituted “reference” for “references” in heading

    2. Struck · 26 U.S.C. § 331(c)

      Pub. L. 94–455 struck out cross reference relating to general rule for determination of the amount of gain or loss to the distributee

    3. Substituted · 26 U.S.C. § 331(c)

      Pub. L. 94–455 substituted “section 1001” for “section 1002”

    Source evidence

    Code amendment note
    Subsec. (c). Pub. L. 94–455 substituted “reference” for “references” in heading and struck out cross reference relating to general rule for determination of the amount of gain or loss to the distributee and substituted “section 1001” for “section 1002”.

    Enacted provision · exact public law section
    (A) Subsection (c) of section 331 is amended to read as 26 USC 331. follows: “(c) Cross Reference.— “For general rule for determination of the amount of gain or loss recognized, see section 1001.”

  4. Pub. L. 97–248 § 222(a) · 96 Stat. 324

    Substituted · 26 U.S.C. § 331(a)

    Pub. L. 97–248, § 222(a), substituted provisions that amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock for provisions that, in complete liquidations, amounts distributed shall be treated as in full payment in exchange for the stock, while amounts distributed in partial liquidation shall be treated as in part or full payment in exchange for the stock

    Source evidence

    Code amendment note
    Subsec. (a). Pub. L. 97–248, § 222(a), substituted provisions that amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock for provisions that, in complete liquidations, amounts distributed shall be treated as in full payment in exchange for the stock, while amounts distributed in partial liquidation shall be treated as in part or full payment in exchange for the stock.

    Enacted provision · exact public law section
    (a) Section 331 (Which Provides Capital Gain or Loss Treatment for Shareholders in Liquidations) Limited to Complete Liquidations.— Subsection (a) of section 331 (relating to gain or loss 26 USC 331. to shareholders in corporate liquidations) is amended to read as follows: “(a) Distributions in Complete Liquidation Treated as Exchanges.— Amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock.”

    Effective date note
    Amendment by Pub. L. 97–248 applicable to distributions after Aug. 31, 1982, with exceptions for certain partial liquidations, see section 222(f) of Pub. L. 97–248, set out as a note under section 302 of this title.

  5. Pub. L. 97–248 § 222(e)(1)(B) · 96 Stat. 324

    Struck · 26 U.S.C. § 331(b)

    Pub. L. 97–248, § 222(e)(1)(B), struck out “partial or” before “complete liquidation”

    Source evidence

    Code amendment note
    Subsec. (b). Pub. L. 97–248, § 222(e)(1)(B), struck out “partial or” before “complete liquidation”.

    Enacted provision · exact public law section
    (B) Subsection (b) of section 331 (relating to nonapplication 26 USC 331. of section 301).

    Effective date note
    Amendment by Pub. L. 97–248 applicable to distributions after Aug. 31, 1982, with exceptions for certain partial liquidations, see section 222(f) of Pub. L. 97–248, set out as a note under section 302 of this title.

  6. Energy and Water Development and Related Agencies Appropriations Act, 2018

    Pub. L. 115–141 div. U title IV § 401(a)(63) · 132 Stat. 348

    Substituted · 26 U.S.C. § 331

    Pub. L. 115–141 substituted “shareholder” for “shareholders” in section catchline

    Source evidence

    Code amendment note
    Pub. L. 115–141 substituted “shareholder” for “shareholders” in section catchline.

    Enacted provision · exact public law section
    Sec. 401. The Nuclear Regulatory Commission shall comply with the July 5, 2011, version of Chapter VI of its Internal Commission Procedures when responding to Congressional requests for information.

7 of 8 references resolved to an enrolled provision · 1 partial

Editorial Notes

Amendments1964–2018 · 4 rounds

2018

Pub. L. 115–141 substituted “shareholder” for “shareholders” in section catchline.

1982

Subsec. (a). Pub. L. 97–248, § 222(a), substituted provisions that amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated as in full payment in exchange for the stock for provisions that, in complete liquidations, amounts distributed shall be treated as in full payment in exchange for the stock, while amounts distributed in partial liquidation shall be treated as in part or full payment in exchange for the stock.

Subsec. (b). Pub. L. 97–248, § 222(e)(1)(B), struck out “partial or” before “complete liquidation”.

1976

Subsec. (c). Pub. L. 94–455 substituted “reference” for “references” in heading and struck out cross reference relating to general rule for determination of the amount of gain or loss to the distributee and substituted “section 1001” for “section 1002”.

1964

Subsec. (b). Pub. L. 88–272 inserted “(other than a distribution referred to in paragraph (2)(B) of section 316(b))”.

Statutory Notes and Related Subsidiaries

Effective Date of 1982 Amendment

Amendment by Pub. L. 97–248 applicable to distributions after , with exceptions for certain partial liquidations, see section 222(f) of Pub. L. 97–248, set out as a note under section 302 of this title.

Effective Date of 1976 Amendment

Amendment by Pub. L. 94–455 effective for taxable years beginning after , see section 1901(d) of Pub. L. 94–455, set out as a note under section 2 of this title.

Effective Date of 1964 Amendment

Amendment by Pub. L. 88–272 applicable to distribution made in any taxable year of the distributing corporation beginning after , see section 225(l) of Pub. L. 88–272, set out as a note under section 316 of this title.

Liquidations Before January 1, 1966

Pub. L. 88–272, title II, § 225(h), , 78 Stat. 90, provided that in the case of corporations referred to in former subsec. (g)(3) of this section the amendments made by section 225 of Pub. L. 88–272 do not apply if there is a complete liquidation of such corporation and if the distribution of all the property under such liquidation occurs before , except for certain liquidations to which section 332 of this title applies.

Credits

1954–2018 · 5 acts
  1. 1954Aug. 16, 1954, ch. 736, 68A Stat. 101
  2. 1964Pub. L. 88–272, title II, § 225(f)(2), , 78 Stat. 88
  3. 1976Pub. L. 94–455, title XIX, § 1901(b)(28)(A), , 90 Stat. 1799
  4. 1982Pub. L. 97–248, title II, § 222(a), (e)(1)(B), , 96 Stat. 478, 480
  5. 2018Pub. L. 115–141, div. U, title IV, § 401(a)(63), , 132 Stat. 1187.
Show as published

(Aug. 16, 1954, ch. 736, 68A Stat. 101; Pub. L. 88–272, title II, § 225(f)(2), , 78 Stat. 88; Pub. L. 94–455, title XIX, § 1901(b)(28)(A), , 90 Stat. 1799; Pub. L. 97–248, title II, § 222(a), (e)(1)(B), , 96 Stat. 478, 480; Pub. L. 115–141, div. U, title IV, § 401(a)(63), , 132 Stat. 1187.)

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