The exchange, without the recognition of gain or loss, that is provided for in section 1081(a) must be one in which stock or securities in a corporation which is a registered holding
company or a majority-owned subsidiary company are exchanged solely for stock or securities
other than stock or securities which constitute nonexempt property. An exchange is not within the provisions of section 1081(a) unless the stock or securities transferred and those received are stock or securities
as defined by section 1083(f). The stock or securities which may be received without the recognition of gain or
loss are not limited to stock or securities in the corporation from which they are
received. An exchange within the provisions of section 1081(a) may be a transaction between the holder of stock or securities and the corporation
which issued the stock or securities. Also the exchange may be made by a holder of stock or securities with an associate
company (i.e., a corporation in the same holding company system with the issuing corporation) which
is a registered holding company or a majority-owned subsidiary company. In either case, the nonrecognition provisions of section 1081(a) apply only to the holder of the stock or securities. However, the transferee corporation must be acting in obedience to an order of the
Securities and Exchange Commission directed to such corporation, if no gain or loss
is to be recognized to the holder of the stock or securities who makes the exchange
with such corporation. See also section 1081(b), in case the holder of the stock or securities is a registered holding company or
an associate company of a registered holding company. An exchange is not within the provisions of section 1081(a) if it is within the provisions of section 1081(d), relating to transfers within a system group. For treatment when nonexempt property is received, see section 1081(e); for further limitations, see section 1081(f).
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