Foreign corporations seeking entry into the U.S. market have multiple structuring options for their activities. An often-used approach entails conducting U.S. activities through a branch (as opposed to, for example, setting up activities through a U.S. subsidiary). To eliminate significant tax benefits that would otherwise be available under the branch approach, the branch profits tax was enacted to impose a second level of tax on non-reinvested earnings of branch operations. The tax is designed to mirror the tax consequences of dividends from a subsidiary to its foreign parent. Given the desire to match tax consequences between branch operations and subsidiary operations, an exception to the branch profits tax is available on termination of U.S. operations (and is intended to mirror the results of the tax-free liquidation of a subsidiary).
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