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in this video were going to discuss the structure of spin-offs split offs and split ups so spin off split offs and split ups can be either taxable or they can be non-taxable and to be non-taxable theyre going to have to qualify under Section 355 and section 368 of the tax code and youd likely see them as a type D divisive type of tax-free reorganization but Im just going to talk about the basic format and how theyre set up so if you hear about a spin-off what it is is basically so youve got one corporation so well call this distributing corporation so Ill just di St here this is the distributing Corporation and theyve got shareholders well say theres ECI shareholders this is electric cars incorporated and theyve got the shareholders or over here so this is the distributing corporation and we call them distributing because theyre going to distribute some of their assets theyre going to distribute some assets to a subsidiary a king controlled corporation so they control th