26 CFR § 1.358-3
Treatment of assumption of liabilities
June 25, 2020
(a) For purposes of section 358, where a party to the exchange assumes a liability of a distributee or acquires from him property subject to a liability, the amount of such liability is to be treated as money received by the distributee upon the exchange, whether or not the assumption of liabilities resulted in a recognition of gain or loss to the taxpayer under the law applicable to the year in which the exchange was made.
(b) The application of paragraph (a) of this section may be illustrated by the following examples:
Example 1. A, an individual, owns property with an adjusted basis of $100,000 on which there is a purchase money mortgage of $25,000. On December 1, 1945, A organizes Corporation X to which he transfers the property in exchange for all the stock of Corporation X and the assumption by Corporation X of the mortgage. The capital stock of the Corporation X has a fair market value of $150,000. Under sections 351 and 357, no gain or loss is recognized to A. The basis in A's hands of the stock of Corporation X is $75,000, computed as follows:
Open Table
| Adjusted basis of property transferred | $100,000 |
| Less: Amount of money received (amount of liabilities assumed) | —25,000 |
| Basis of Corporation X stock to A | 75,000 |
Example 2. A, an individual, owns property with an adjusted basis of $25,000 on which there is a mortgage of $50,000. On December 1, 1954, A organizes Corporation X to which he transfers the property in exchange for all the stock of Corporation X and the assumption by Corporation X of the mortgage. The stock of Corporation X has a fair market value of $50,000. Under sections 351 and 357, gain is recognized to A in the amount of $25,000. The basis in A's hands of the stock of Corporation X is zero, computed as follows:
Open Table
| Adjusted basis of property transferred | $25,000 |
| Less: Amount of money received (amount of liabilities) | —50,000 |
| Plus: Amount of gain recognized to taxpayer | 25,000 |
| Basis of Corporation X stock to A | 0 |
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