This video shows the format of 3 different types of corporate reorganizations: spin-offs, split-offs, and split-ups. In a spin-off, the distributing corporation transfers assets to a subsidiary, and the shareholders of the distributing corporation receive stock in the subsidiary. In a split-off, the distributing corporation transfers assets to a subsidiary, and the shareholders of the distributing corporate exchange some of their shares in the distributing corporation for shares in the subsidiary. In a split-up, the distributing corporation transfers assets to two different subsidiaries, and the shareholders of the distributing corporation receive stock in the subsidiaries (afterwards, the distributing corporation ceases to exist).
Spin-offs, split-offs, and split-ups may be taxable or nontaxable. If taxable, a spin-off is treated as a dividend, a split-off is treated as a redemption, and a split-up is treated as a liquidation. For a spin-off, split-off, or split-up to qualify as a tax-free reorganization (e.g., a Type D divisive reorganization), the requirements listed under Section 355 and Section 368 of the U.S. tax code must be met.
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