TCP Corporate Reorganizations · Updated November 2026
Type A, B, or C Reorganization: What Is the Company Acquiring?
Begin with the transaction structure, not the letter.
Type A
Think statutory merger or consolidation under the applicable reorganization rules.
Type B
Think stock-for-stock acquisition structure satisfying the applicable voting-stock and control requirements.
Type C
Think asset acquisition structure in exchange primarily for applicable voting stock, subject to detailed statutory requirements.
Why nonrecognition exists
Certain reorganizations continue the investment in modified corporate form rather than representing a complete economic cash-out.
Basis preserves gain
Tax-free does not necessarily mean no tax forever. Carryover and substituted basis concepts preserve deferred gain.
The takeaway
Type A centers on statutory merger. Type B centers on stock. Type C centers on assets.
Related Summit guides
FAQ
Are all mergers tax free?
No.
Does a tax-free reorganization eliminate gain permanently?
Not necessarily.
Do exact statutory requirements matter?
Yes.