(a) Excise tax imposed.

(b) Definitions.

(1) Acquisitive reorganization.

(2) Applicable percentage.

(3) Cessation date.

(4) Clawback.

(5) Code.

(6) Controlled corporation.

(7) Covered corporation.

(8) Covered holder.

(9) Covered non-stock instrument.

(10) De minimis exception.

(11) Distributing corporation.

(12) E reorganization.

(13) Economically similar transaction.

(14) Employee.

(15) Employer-sponsored retirement plan.

(16) Established securities market.

(17) F reorganization.

(18) Forfeiture.

(19) Gross repurchase amount.

(20) Initiation date.

(21) IRS.

(22) Netting rule.

(23) Non-RIC '40 Act fund.

(24) Non-stock instrument.

(25) Recapitalizing corporation.

(26) REIT.

(27) Reorganization exception.

(28) Repurchase.

(29) RIC.

(30) SEC.

(31) Section 317(b) redemption.

(32) Specified affiliate.

(33) Split-off.

(34) Stock.

(35) Stock repurchase excise tax.

(36) Stock repurchase excise tax base.

(37) Stock repurchase excise tax regulations.

(38) Taxable year.

(39) Treasury stock.

(c) No application for any purposes of chapter 1 of the Code.

(d) Status as a domestic or foreign corporation.

(e) F reorganizations.

(a) Scope.

(b) Computation of excise tax liability.

(1) Imposition of tax.

(2) De minimis exception.

(c) Stock repurchase excise tax base.

(1) In general.

(2) Taxable year determination.

(3) Repurchases before January 1, 2023.

(d) Duration of covered corporation status.

(1) Initiation date.

(2) Cessation date.

(3) Inbound and outbound F reorganizations.

(e) Repurchase.

(1) Overview.

(2) Scope of repurchase.

(3) Certain section 317(b) redemptions that are not repurchases.

(4) Economically similar transactions.

(5) Transactions that are not repurchases.

(f) Specified affiliates.

(1) Acquisitions of stock of a covered corporation by a specified affiliate treated as a repurchase.

(2) Determination of specified affiliate status.

(g) Date of repurchase.

(1) General rule.

(2) Regular-way sale.

(h) Fair market value of repurchased stock.

(1) In general.

(2) Stock traded on an established securities market.

(3) Stock not traded on an established securities market.

(4) Market price of stock denominated in non-U.S. currency.

(a) Scope.

(b) Reduction of covered corporation's stock repurchase excise tax base.

(1) In general.

(2) Coordination of exceptions.

(c) Reorganization exception.

(d) Stock contributions to an employer-sponsored retirement plan.

(1) Reductions in computing covered corporation's stock repurchase excise tax base.

(2) Classes of stock contributed to an employer-sponsored retirement plan.

(3) Same class of stock repurchased and contributed.

(4) Different class of stock repurchased and contributed.

(5) Timing of contributions.

(6) Contributions before January 1, 2023.

(e) Repurchases or acquisitions by a dealer in securities in the ordinary course of business.

(1) In general.

(2) Applicability.

(f) Repurchases by a RIC or a REIT.

(g) Repurchase treated as a dividend.

(1) In general.

(2) Rebuttable presumption of no dividend equivalence.

(3) Sufficient evidence requirement.

(4) Documentation of sufficient evidence.

(h) Repurchases by a non-RIC '40 Act fund.

(a) Scope.

(b) Issuances and provisions of stock that are a reduction in computing the stock repurchase excise tax base.

(1) General rule.

(2) Stock issued or provided outside period of covered corporation status.

(3) Issuances or provisions before January 1, 2023.

(c) Stock issued or provided in connection with the performance of services.

(1) In general.

(2) Sale of shares to cover exercise price and withholding.

(d) Date of issuance.

(1) In general.

(2) Stock issued or provided in connection with the performance of services.

(e) Fair market value of issued or provided stock.

(1) In general.

(2) Stock traded on an established securities market.

(3) Stock not traded on an established securities market.

(4) Market price of stock denominated in non-U.S. currency.

(5) Stock issued or provided in connection with the performance of services.

(f) Issuances that are disregarded for purposes of applying the netting rule.

(1) Distributions by a covered corporation of its own stock.

(2) Issuances to a specified affiliate.

(3) Issuances in an E reorganization or an F reorganization.

(4) Deemed issuances under section 304(a)(1).

(5) Deemed issuance of a fractional share.

(6) Issuance by a covered corporation that is a dealer in securities.

(7) Issuance by the target corporation in a reverse triangular merger.

(8) Issuance as part of a section 1036(a) exchange.

(9) Issuance as part of a distribution under section 355.

(10) Stock contributions to an employer-sponsored retirement plan.

(11) Net exercises and share withholding.

(12) Settlement other than in stock.

(13) Instrument not in the legal form of stock.

(a) Scope.

(b) In general.

(1) Example 1: Redemption of preferred stock not subject to an exception.

(2) Example 2: Debt-for-debt exchange.

(3) Example 3: Valuation of repurchase.

(4) Example 4: Acquisition partially funded by the target corporation.

(5) Example 5: Pro rata stock split.

(6) Example 6: Acquisition of a target corporation in an acquisitive reorganization.

(7) Example 7: E reorganization.

(8) Example 8: E reorganization with non-qualifying property.

(9) Example 9: Cash paid in lieu of fractional shares.

(10) Example 10: F reorganization.

(11) Example 11: Section 355 split-off.

(12) Example 12: Section 355 split-off as part of a D reorganization.

(13) Example 13: Section 355 spin-off.

(14) Example 14: Section 355 spin-off as part of a D reorganization.

(15) Example 15: Repurchase pursuant to an accelerated share repurchase agreement.

(16) Example 16: Distribution in complete liquidation of a covered corporation.

(17) Example 17: Complete liquidation of a covered corporation to which sections 331 and 332(a) both apply.

(18) Example 18: Acquisition by disregarded entity.

(19) Example 19: Multiple repurchases and contributions of same class of stock.

(20) Example 20: Multiple repurchases and contributions of different classes of stock.

(21) Example 21: Treatment of contributions after the taxable year.

(22) Example 22: Becoming a covered corporation.

(23) Example 23: Actual pro rata redemption in partial liquidation.

(24) Example 24: Constructive redemption in partial liquidation.

(25) Example 25: Non-pro rata redemption in partial liquidation.

(26) Example 26: Physical settlement of call option contract.

(27) Example 27: Net cash settlement of call option contract.

(28) Example 28: Physical settlement of put option contract.

(29) Example 29: Net cash settlement of put option contract.

(30) Example 30: Indirect ownership.

(31) Example 31: Restricted stock provided to a service provider.

(32) Example 32: Restricted stock provided to a service provider with section 83(b) election.

(33) Example 33: Forfeiture of restricted stock provided to a service provider with section 83(b) election.

(34) Example 34: Vested stock provided to a service provider with share withholding.

(35) Example 35: Stock option net exercise.

(36) Example 36: Net share settlement not in connection with performance of services.

(37) Example 37: Broker-assisted net exercise.

(38) Example 38: Stock provided by a specified affiliate to an employee.

(39) Example 39: Stock provided by a specified affiliate to a non-employee.

(40) Example 40: Corporation treated as a domestic corporation under section 7874(b).

(a) In general.

(b) Exceptions.

(1) Applicability date for certain rules.

(2) Early application.

(c) Special rules for acquisitions or repurchases of stock of certain foreign corporations.

(a) Scope.

(b) Definitions.

(1) Application of definitions in § 58.4501-1(b).

(2) Section 4501(d) definitions.

(c) Computation of section 4501(d) excise tax liability for a section 4501(d) covered corporation.

(1) Imposition of tax.

(2) Section 4501(d) de minimis exception.

(3) Section 4501(d) excise tax base.

(4) Section 4501(d)(1) repurchases or section 4501(d)(2) repurchases before January 1, 2023.

(d) Section 4501(d)(2) coordination rules.

(1) Coordination rule for section 4501(d)(1) repurchases and section 4501(d)(2) repurchases.

(2) Coordination rule for multiple section 4501(d) covered corporations.

(e) Status as applicable foreign corporation or covered surrogate foreign corporation.

(1) Initiation date.

(2) Cessation date.

(3) Rules regarding F reorganizations.

(f) Status as an applicable specified affiliate or a specified affiliate of a covered surrogate foreign corporation.

(1) Timing of determination.

(2) Determination of indirect ownership.

(g) Foreign partnerships that are applicable specified affiliates.

(1) In general.

(2) Direct or indirect partner.

(3) Control of a foreign corporation.

(4) Indirect interests held through applicable foreign corporations.

(5) De minimis domestic entity (direct or indirect) partner.

(h) CSFC repurchase.

(1) Overview.

(2) Scope of CSFC repurchases.

(3) Certain section 317(b) redemptions that are not CSFC repurchases.

(4) Section 4501(d) economically similar transactions.

(5) Transactions that are not CSFC repurchases.

(i) [Reserved]

(j) Date of section 4501(d)(1) repurchase or section 4501(d)(2) repurchase.

(1) General rule.

(2) Regular-way sale.

(k) Fair market value of stock of an applicable foreign corporation or a covered surrogate foreign corporation that is repurchased or acquired.

(1) In general.

(2) Stock traded on an established securities market.

(3) Stock not traded on an established securities market.

(4) Market price of stock denominated in non-U.S. currency.

(l) Section 4501(d) exceptions.

(1) In general.

(2) Section 4501(d) reorganization exception.

(3) Stock contributions to an employer-sponsored retirement plan.

(4) Repurchases or acquisitions by a dealer in securities in the ordinary course of business.

(5) Repurchases by a RIC or REIT.

(6) CSFC repurchase treated as a dividend.

(7) Repurchases by a non-RIC '40 Act fund.

(m) Application of section 4501(d) netting rule.

(1) In general.

(2) Stock issued or provided outside period of applicable foreign corporation or covered surrogate foreign corporation status.

(3) Issuances or provisions before January 1, 2023.

(4) Stock Issued or provided in connection with the performance of services.

(5) Date of issuance or provision for section 4501(d) netting rule.

(6) Fair market value of stock of an applicable foreign corporation or a covered surrogate foreign corporation that is issued or provided to employees.

(7) Issuances that are disregarded for purposes of applying the section 4501(d) netting rule.

(n) Section 4501(d)(1) examples.

(1) Example 1: Section 4501(d) netting rule with respect to a single applicable specified affiliate.

(2) Example 2: Section 4501(d) netting rule with respect to multiple applicable specified affiliates.

(3) Example 3: Foreign partnership that is an applicable specified affiliate.

(4) Example 4: Foreign partnership that is not an applicable specified affiliate.

(5) Example 5: Foreign partnership that is directly owned by foreign corporations and is an applicable specified affiliate.

(o) Section 4501(d)(2) examples.

(1) Example 1: Section 4501(d) netting rule with respect to an expatriated entity.

(2) Example 2: Section 4501(d)(2) repurchase from the covered surrogate foreign corporation or another specified affiliate of the covered surrogate foreign corporation.

(3) Example 3: Liability with respect to multiple expatriated entities.

(p) Applicability dates.

(1) In general.

(2) Transition rule for foreign partnership de minimis rule.

(3) Early application.