Summary of Changes

IRS - OMB REVIEW REQUEST FORM
Request for OMB review of currently approved document:
Date:

02/02/2012

Name: Ryan

A. Bowen

Office Symbols: CC:INTL:B04
Phone Number:

(202) 622-3977

Summary of Changes
OMB 1545-2056
Section 367(a) provides that gain must be recognized when a U.S. person (U.S. transferor) transfers property to a
foreign corporation in certain subchapter C nonrecognition provisions (e.g., sections 351, 361). One exception to this
general rule is afforded to a U.S. transferor who transfers stock or securities (transferred corporation) to a foreign
corporation (transferee foreign corporation) and who enters into a gain recognition agreement (GRA). The terms of
the GRA provide that the U.S. transferor will recognize gain if within five years of the initial transfer, certain events
(triggering events) occur, such as a sale of the transferred stock by the transferee foreign corporation. Treas. Reg. §
1.367(a)-8 provides rules for how U.S. transferors enter into GRAs and also provides exceptions to certain triggering
events.
Temporary regulation §1.367(a)-9T provides that transactions described in section 304 (section 304 sales) are not
subject to section 367(a), except where the transferor reduces its basis in stock of the foreign transferee which it held
prior to the section 304 sale. In such situations, the transferor is not eligible to enter into a GRA with respect to the
transferred stock.
The notice will provide that section 367(a) now applies in full to all section 304 sales. As a result, U.S. transferors of
stock to a foreign corporation may enter into a GRA with respect to such transfer, consistent with the rules of Treas.
Reg. § 1.367(a)-8. Where the U.S. transferor no longer holds and interest in the transferred corporation or the
transferee, certain other U.S. transferors may now file a substitute GRA with respect to the transferred stock.
The IRS and Treasury do not expect that this notice will significantly alter the estimated total burdens associated with
T.D. 9446.

Impact on Approved Collection
Public
Law No.

Regulation
No.

Other
Code
References

SAMPLE:
PL 109-567

REG-345675-08

RP 2009-134

+/- 5

Change In IRS Form
& Instructions
No. of Filers
Words

+/- 20,000

+/- 500

Attachments

+/- 1

REG-147144-06

*Please insert how this new (PL, REG, or other), document will affect the currently approved collection.