Medchem (P.R.), Inc. - Page 36




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               property is subject to the exception provided by this                  
               section, four factual determinations must be made:                     
                              (i) What is the trade or business of the                
               transferee;                                                            
                              (ii) Do the activities of the transferee                
               constitute the active conduct of that trade or                         
               business;                                                              
                              (iii) Is the trade or business conducted                
               outside of the United States; and                                      
                              (iv) Is the transferred property used or                
               held for use in the trade or business?                                 
               Rules concerning these four determinations are provided                
               in paragraph (b)(2), (3), (4), and (5) of this section.                
                         (2) Trade or business.  Whether the                          
               activities of a foreign corporation constitute a trade                 
               or business must be determined under all the facts and                 
               circumstances.  In general, a trade or business is a                   
               specific unified group of activities that constitute                   
               (or could constitute) an independent economic                          
               enterprise carried on for profit.  For example, the                    
               activities of a foreign selling subsidiary could                       
               constitute a trade or business if they could be                        
               independently carried on for profit, even though the                   
               subsidiary acts exclusively on behalf of, and has                      
               operations fully integrated with, its parent                           
               corporation.  To constitute a trade or business, a                     
               group of activities must ordinarily include every                      
               operation which forms a part of, or a step in, a                       
               process by which an enterprise may earn income or                      
               profit.  In this regard, one or more of such activities                
               may be carried on by independent contractors under the                 
               direct control of the foreign corporation.  (However,                  
               see paragraph (b)(3) of this section.)  The group of                   
               activities must ordinarily include the collection of                   
               income and the payment of expenses.  If the activities                 
               of a foreign corporation do not constitute a trade or                  
               business, then the exception provided by this section                  
               does not apply, regardless of the level of activities                  
               carried on by the corporation. * * *                                   
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