SECTION 7. CORPORATE ISSUES

Statute or Regulation Act Postponed

1. Sec. 302(e)(1) A corporation must complete a distribution in pursuance of a plan of partial liquidation of a corporation within the specified period.

2. Sec. 303 and Treas. Reg. § 1.303–2

A corporation must complete the distribution of property to a shareholder in redemption of all or part of the stock of the corporation which (for Federal estate tax purposes) is included in determining the estate of a decedent. Section 303 and section 1.303–2 require, among other things, that the distribution occur within the specified period.

3. Sec. 304(b)(3)(C) If certain requirements are met, section 304(a) does not apply to a transaction involving the formation of a bank holding company. One requirement is that within a specified period (generally 2 years) after control of a bank is acquired, stock constituting control of the bank is transferred to a bank holding company in connection with the bank holding company’s formation.

4. Sec. 316(b)(2)(A) and (B)(ii) and Treas. Reg. § 1.316–1(b)(2)

5. Sec. 332(b) and Treas. Reg. §§ 1.332–3 and 1.332–4

6. Sec. 338(d)(3) and (h), and Treas. Reg. § 1.338–2

7. Sec. 338(g) and Treas. Reg. § 1.338–2

8. Sec. 338(h)(10) and Treas. Reg. § 1.338(h)(10)–1(c)

9. Treas. Reg. § 1.381(c)(17)–1(c)

10. Treas. Reg. § 1.441–3(b)

A personal holding company may designate as a dividend to a shareholder all or part of a distribution in complete liquidation described in section 316(b)(2)(B) and section 1.316–1(b) within 24 months after the adoption of a plan of liquidation by, inter alia, following the procedure provided by Treas. Reg. § 1.316–1(b)(5).

A corporation must completely liquidate a corporate subsidiary within the specified period.

An acquiring corporation must complete a “qualified stock purchase” of a target corporation’s stock within the specified acquisition period.

An acquiring corporation may elect to treat certain stock purchases as asset acquisitions. The election must be made within the specified period.

An acquiring corporation and selling group of corporations may elect to treat certain stock purchases as asset purchases, and to avoid gain or loss upon the stock sale. The election must be made within the specified period.

An acquiring corporation files a Form 976, Claim for Deficiency Dividends Deductions by a Personal Holding Company, Regulated Investment Company, or Real Estate Investment Trust, within 120 days after the date of the determination under section 547(c) to claim a deduction of a deficiency dividend.

A personal service corporation may obtain the approval of the Commissioner to adopt, change, or retain an annual accounting period by filing Form 1128, Application To Adopt, Change, or Retain a Tax Year, within such time as is provided in the administrative procedures published by the Commissioner. See Rev. Procs. 2006–46, 2006–45 I.R.B. 859, and Rev. Proc. 2002–39, 2002–1 C.B. 1046.

11. Sec. 562(b)(1)(B) In the case of a complete liquidation (except in the case of a complete liquidation of a personal holding company) occurring within 24 months after the adoption of a plan of liquidation, any distribution within such period pursuant to such plan shall, to the extent of the earnings and profits (computed without regard to capital losses) of the corporation for the taxable year in which such distribution is made, be treated as a dividend for purposes of computing the dividends paid deduction.

12. Sec. 562(b)(2) In the case of a complete liquidation of a personal holding company occurring within 24 months after the adoption of a plan of liquidation, the amount of any distribution within such period pursuant to such plan shall be treated as a dividend for purposes of computing the dividends paid deduction to the extent that such is distributed to corporate distributees and represents such corporate distributees’ allocable share of the undistributed personal holding company income for the taxable year of such distribution.

2007–34 I.R.B. 394 August 20, 2007

Statute or Regulation Act Postponed

13. Sec. 597 and Treas. Reg. § 1.597–4(g)

14. Sec. 1502 and Treas. Reg. § 1.1502–75(c)(1)(i)

15. Sec. 6425 and Treas. Reg. § 1.6425–1

A consolidated group of which an Institution (as defined by section 1.591–1(b)) is a subsidiary may elect irrevocably not to include the Institution in its affiliated group if the Institution is placed in Agency (as defined by section 1.591–1(b)) receivership (whether or not assets or deposit liabilities of the Institution are transferred to a Bridge Bank (as defined by section 1.591–1(b)). Except as otherwise provided in section 1.597–4(g)(6), a consolidated group makes the election by sending a written statement by certified mail to the affected Institution on or before the later of 120 days after its placement in Agency (as defined by section 1.591–1(b)) receivership or May 31, 1996.

A common parent must apply for permission to discontinue filing consolidated returns within a specified period after the date of enactment of a law affecting the computation of tax liability.

Corporations applying for an adjustment of an overpayment of estimated income tax must file Form 4466, Corporation Application for Quick Refund of Overpayment of Estimated Tax, on or before the 15th day of the third month after the taxable year, or before the date the corporation first files its income tax return for such year, whichever is earlier.

16. Rev. Proc. If the filer complies with the procedures set forth in the revenue procedure, including a requirement 2003–33, Section 5 that the filer file Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases, within the specified period, the filer gets an automatic extension under section 301.9100–3 to file an election under section 338.