The IRS announced a pilot program where it would accept private letter ruling requests on general federal tax consequences of transactions that aimed to be tax free distributions of corporate stock.  The transactions would be ones intended to qualify under IRC §§368(a)(1)(D) (“D” reorganizations) and 355.

The program, described in Rev. Proc. 2017-52, will run for 18 months after which the IRS will evaluate the program and whether it makes sense to terminate it, extend it or expand it.

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Final regulations (TD 9739) have been published by the IRS detailing the requirements for a transaction to be deemed a tax free F reorganization under the provisions found at IRC §368(a)(1)(F).

An “F” reorganization is defined as “a mere change in identity, form, or place of organization of one corporation, however effected.” [IRC §368(a)(1)(F)]  A corporation that is the survivor of an F reorganization takes over all of the attributes of its predecessor and is, for all practical purposes, treated as the same corporation as the predecessor for federal tax purposes.