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IRC Section 367 Outbound Transfers of Assets: Identifying Transactions, Reporting Requirements and Exceptions

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Wednesday, December 1, 2021

Recorded event now available

or call 1-800-926-7926

This webinar will discuss the U.S. tax consequences of outbound asset transfers to foreign corporations. Our panel of international tax experts will explain the interplay of Section 367 with the nonrecognition rules, reporting responsibilities, and gain recognition agreements (GRAs) with the IRS for taxpayers who have made or are contemplating overseas transfers of assets.


IRC Section 367 taxes transfers of intangible and tangible property to foreign corporations that would otherwise qualify for nonrecognition treatment under Sections 332, 351, 355, and 368. Section 367(a) commonly applies to transfers of assets to a foreign corporation in exchange for stock and other methods of foreign restructuring while Section 367(d) affects transfers of intangible property, including goodwill, going concern value, and workforce in place.

There are exceptions to Section 367 treatment. Specific transactions and taxpayers can qualify for nonrecognition treatment by entering into a gain recognition agreement (GRA) with the IRS. Not reporting these transactions as required by IRC Section 6038(b) or qualifying for an exception under the regulations could subject the taxpayer to substantial penalties.

Listen as our panel of international tax experts explains the transactions and types of assets subject to Section 367, the applicable exceptions to taxation, reporting requirements for these outbound transfers, and remedies for untimely or incomplete filings.



  1. IRC Section 367: introduction
  2. Qualifying transactions
  3. Types of assets
  4. Gain recognition agreements
  5. Final and proposed downward attribution regulations
  6. Section 6038B reporting requirements
  7. Strategies to avoid Section 367
  8. Remedies for untimely or incomplete filings


The panel will cover these and other critical issues:

  • Common transactions that trigger gain recognition under Section 367
  • Handling untimely and incomplete filings of Form 926
  • The interplay of Section 367 with nonrecognition rules
  • Filing a GRA with the IRS


Diosdi, Anthony
Anthony V. Diosdi

Diosdi & Liu

Mr. Diosdi is an experienced trial lawyer who regularly defends individuals and corporations in matters involving tax...  |  Read More

Pisareva, Irina
Irina Pisareva

Crowell & Moring

Ms. Pisareva is a partner in the New York office of Crowell & Moring. She has 25 years of experience advising...  |  Read More

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