D-type Reorganization

D-type Reorganization is.

one of two types of nontaxable reorganizations:

1. A transferor corporation (A) shifts substantially all of its assets to a controlled corporation (B), followed by a complete liquidation of the transferor corporation. In other words, any remaining assets of A corporation and B's stock are transferred to A's shareholders, who become controlling shareholders of B corporation. A D-type reorganization differs from a merger or consolidation in that the transferor's shareholders become the controlling shareholders of the surviving corporation. Also, if the transaction is both a stock-for-asset reorganization and a D-type reorganization, the transaction is treated as a D-type reorganization. A transaction that qualifies as both D-type and F-type, however, will be treated as an F-type reorganization.

2. A transferor corporation shifts part of its assets to a controlled corporation, followed by a distribution of the controlled corporation's stock in a split-up, a split-off, or a spin-off. Former IRC (check if this IRC provision is current here) § 368(a)(1)(D).