§ 362. Basis to corporations

• (a) If property was acquired by a corporation—
  • (1) in connection with a transaction to which section 351 (relating to transfer of property to corporation controlled by transferor) applies, or
  • (2) as paid-in surplus or as a contribution to capital,
• (b) If property was acquired by a corporation in connection with a reorganization to which this part applies, then the basis shall be the same as it would be in the hands of the transferor, increased in the amount of gain recognized to the transferor on such transfer. This subsection shall not apply if the property acquired consists of stock or securities in a corporation a party to the reorganization, unless acquired by the exchange of stock or securities of the transferee (or of a corporation which is in control of the transferee) as the consideration in whole or in part for the transfer.
• (c)
  • (1) Notwithstanding subsection (a)(2), if property other than money—
    • (A) is acquired by a corporation as a contribution to capital, and
    • (B) is not contributed by a shareholder as such,
  • (2) Notwithstanding subsection (a)(2), if money—
    • (A) is received by a corporation as a contribution to capital, and
    • (B) is not contributed by a shareholder as such,
• (d)
  • (1) In no event shall the basis of any property be increased under subsection (a) or (b) above the fair market value of such property (determined without regard to section 7701(g)) by reason of any gain recognized to the transferor as a result of the assumption of a liability.
  • (2) Except as provided in regulations, if—
    • (A) gain is recognized to the transferor as a result of an assumption of a nonrecourse liability by a transferee which is also secured by assets not transferred to such transferee; and
    • (B) no person is subject to tax under this title on such gain,
• (e)
  • (1)
    • (A) If in any transaction described in subsection (a) or (b) there would (but for this subsection) be an importation of a net built-in loss, the basis of each property described in subparagraph (B) which is acquired in such transaction shall (notwithstanding subsections (a) and (b)) be its fair market value immediately after such transaction.
    • (B) For purposes of subparagraph (A), property is described in this subparagraph if—
      • (i) gain or loss with respect to such property is not subject to tax under this subtitle in the hands of the transferor immediately before the transfer, and
      • (ii) gain or loss with respect to such property is subject to such tax in the hands of the transferee immediately after such transfer.
    • (C) For purposes of subparagraph (A), there is an importation of a net built-in loss in a transaction if the transferee’s aggregate adjusted bases of property described in subparagraph (B) which is transferred in such transaction would (but for this paragraph) exceed the fair market value of such property immediately after such transaction.
  • (2)
    • (A) If—
      • (i) property is transferred by a transferor in any transaction which is described in subsection (a) and which is not described in paragraph (1) of this subsection, and
      • (ii) the transferee’s aggregate adjusted bases of such property so transferred would (but for this paragraph) exceed the fair market value of such property immediately after such transaction,
    • (B) The aggregate reduction in basis by reason of subparagraph (A) shall be allocated among the property so transferred in proportion to their respective built-in losses immediately before the transaction.
    • (C)
      • (i) If the transferor and transferee of a transaction described in subparagraph (A) both elect the application of this subparagraph—
        • (I) subparagraph (A) shall not apply, and
        • (II) the transferor’s basis in the stock received for property to which subparagraph (A) does not apply by reason of the election shall not exceed its fair market value immediately after the transfer.
      • (ii) Any election under clause (i) shall be made at such time and in such form and manner as the Secretary may prescribe, and, once made, shall be irrevocable.