SECTION 5. EXEMPTION

APPLICATION REQUIREMENTS FOR SURVIVING ORGANIZATIONS OF CORPORATE RESTRUCTURINGS

.01 In general

Subject to the requirements and limitations in section 5.02, 5.03 and 5.04 of this revenue procedure, in the case of a corporate restructuring of a domestic business entity that is classified as a corporation under § 301.7701–2(b)(1) or (2) of the Treasury Regulations and is recognized as exempt under section 501(a) as an organization described in section 501(c), the surviving organization will not be required to file a new exemption application to be exempt under section 501(a) as an organization described in the same paragraph of section 501(c) if such surviving organization is—

(1) a domestic business entity; (2) classified as a corporation under § 301.7701–2(b)(1) or (2) of the Treasury Regulations; and

(3) carrying out the same purposes as the exempt organization that engaged in the corporate restructuring.

.02 Good standing requirement

For purposes of this section 5, the restructuring organization (or all restructuring organizations in the case of a statutory merger) must be in good standing with the state in which it was incorporated (or formed in the case of unincorporated associations).

.03 Additional requirement for section 501(c)(3) organizations

For purposes of this section 5, if the restructuring organization is exempt under section 501(a) as an organization described in section 501(c)(3), the articles of organization of the surviving organization must continue to meet the organizational test of § 1.501(c)(3)–1(b) of the Treasury Regulations, including § 1.501(c)(3)–

1(b)(4) (regarding dedication of assets to exempt purposes).

.04 Excluded corporate restructurings

Section 5 of this revenue procedure does not apply to any corporate restructuring in which (1) the restructuring organization or the surviving organization is a disregarded entity, limited liability company, partnership, or foreign business entity; or (2) the surviving organization obtains a new EIN.

.05 Exemption application procedures for organizations not meeting requirements of section 5 of this revenue procedure.

Surviving organizations that do not meet the requirements of section 5 of this revenue procedure and that want to be recognized as exempt under section 501(a) should refer to Rev. Proc. 2018–5 for the procedures to apply for a determination letter.