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26 U.S.C. § 302

Distributions in redemption of stock

United States · Title 26 — INTERNAL REVENUE CODE · Status: effective

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26 U.S.C. § 302, Distributions in redemption of stock, United States, version 1 as recorded 2026-07-09, yourstate.us, https://yourstate.us/provision/462367
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If a corporation redeems its stock (within the meaning of section 317(b)), and if paragraph (1), (2), (3), (4), or (5) of subsection (b) applies, such redemption shall be treated as a distribution in part or full payment in exchange for the stock. Subsection (a) shall apply if the redemption is not essentially equivalent to a dividend. Subsection (a) shall apply if the distribution is substantially disproportionate with respect to the shareholder. This paragraph shall not apply unless immediately after the redemption the shareholder owns less than 50 percent of the total combined voting power of all classes of stock entitled to vote. For purposes of this paragraph, the distribution is substantially disproportionate if— This paragraph shall not apply to any redemption made pursuant to a plan the purpose or effect of which is a series of redemptions resulting in a distribution which (in the aggregate) is not substantially disproportionate with respect to the shareholder. Subsection (a) shall apply if the redemption is in complete redemption of all of the stock of the corporation owned by the shareholder. Subsection (a) shall apply to a distribution if such distribution is— Except to the extent provided in regulations prescribed by the Secretary, subsection (a) shall apply to any distribution in redemption of stock of a publicly offered regulated investment company (within the meaning of section 67(c)(2)(B)) if— In determining whether a redemption meets the requirements of paragraph (1), the fact that such redemption fails to meet the requirements of paragraph (2), (3), or (4) shall not be taken into account. If a redemption meets the requirements of paragraph (3) and also the requirements of paragraph (1), (2), or (4), then so much of subsection (c)(2) as would (but for this sentence) apply in respect of the acquisition of an interest in the corporation within the 10-year period beginning on the date of the distribution shall not apply. Except as provided in paragraph (2) of this subsection, section 318(a) shall apply in determining the ownership of stock for purposes of this section. In the case of a distribution described in subsection (b)(3), section 318(a)(1) shall not apply if— Subparagraph (A) of this paragraph shall not apply if— Subparagraph (A) shall not apply to a distribution to any entity unless— For purposes of this subparagraph— Except as otherwise provided in this subchapter, if a corporation redeems its stock (within the meaning of section 317(b)), and if subsection (a) of this section does not apply, such redemption shall be treated as a distribution of property to which section 301 applies. For purposes of subsection (b)(4), a distribution shall be treated as in partial liquidation of a corporation if— The distributions which meet the requirements of paragraph (1)(A) shall include (but shall not be limited to) a distribution which meets the requirements of subparagraphs (A) and (B) of this paragraph: For purposes of paragraph (2), the term “qualified trade or business” means any trade or business which— Whether or not a redemption meets the requirements of subparagraphs (A) and (B) of paragraph (2) shall be determined without regard to whether or not the redemption is pro rata with respect to all of the shareholders of the corporation. For purposes of determining under subsection (b)(4) whether any stock is held by a shareholder who is not a corporation, any stock held by a partnership, estate, or trust shall be treated as if it were actually held proportionately by its partners or beneficiaries. For special rules relating to redemption—

Legislative history

The public laws that enacted or amended this section. Tallies are for the whole bill as it passed each chamber — often an omnibus covering far more than this provision — not a vote on this section alone. The law that originally enacted this section predates the public laws loaded here, so only later amendments are listed.

  • Amended byPub. L. 94-455(H.R. 10612)1976-10-04
    Tax Reform Act of 1976
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 96-589(H.R. 5043)1980-12-24
    Bankruptcy Tax Act of 1980
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 97-248(H.R. 4961)1982-09-03
    Tax Equity and Fiscal Responsibility Act of 1982
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 98-369(H.R. 4170)1984-07-18
    Deficit Reduction Act of 1984
    House: no recorded tallySenate: no recorded tally
  • Amended byPub. L. 111-325(H.R. 4337)2010-12-22
    Regulated Investment Company Modernization Act of 2010
    House: no recorded tallySenate: no recorded tally