Accounting Rules in Corporate Reorgs. Simplified

By Alistair M. Nevius, J.D.


The IRS issued final regulations (T.D. 9534) intended to clarify and simplify rules concerning continuity of accounting methods and inventory methods in certain tax-free corporate reorganizations and liquidations.

The regulations revise regulations under Secs. 381(c)(4) and 381(c)(5) and adopt with nonsubstantive modifications proposed regulations issued in 2007 (REG-151884-03). They are intended to provide greater clarity and certainty to rules by which a corporation acquiring the assets of another corporation in a Sec. 381(a) transaction—a distribution under Sec. 332 (liquidation of a subsidiary) or transfer under Sec. 361 (reorganization solely for stock or securities)—determines the method of accounting and inventory it will use.

Under Sec. 381(a), the acquiring corporation succeeds to and takes into account specified items of the distributor or transferor corporation, including its method of accounting and inventory method. Under Regs. Sec. 1.381(c)(4)-1, if the trades or businesses of the parties to a Sec. 381(a) transaction are operated as separate trades or businesses after the transaction, an otherwise permissible accounting method used by the parties is carried over and used by each trade or business of the acquiring corporation (carryover method). If, on the other hand, an integrated trade or business results, the acquiring corporation must determine and use a principal method.

The principal method generally is that used by the acquiring corporation before the transaction. However, if the distributor or transferor corporation is larger than the acquiring corporation, the principal method is that of the distributor or transferor corporation immediately before the transaction.

Similar rules under Regs. Sec. 1.381(c)(5)-1 apply to inventories.

Under the proposed regulations, to determine whether the distributor or transferor corporation or the acquiring corporation is larger, for accounting methods, the total adjusted bases of the assets and gross receipts of the parties to the transaction are compared. For inventories, the fair market value of the parties’ inventories are compared. The final regulations modify this test to specify that the attributes of only the trades or businesses that will be integrated after the transaction are compared, rather than the attributes of the entire corporations.

The final regulations also provide rules for identifying a principal method where either of the parties operates more than one separate and distinct trade or business for which it uses more than one method of accounting on the date of the distribution or transfer, and those trades or businesses are combined after the transaction. In addition, the final regulations also clarify the definition of “cut-off basis.”

The final regulations were effective August 31, 2011.


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