Spin-offs occur when a parent corporation distributes all or most of its holdings of stock in a subsidiary to the parent's shareholders based on the proportion to their holdings in the parent company, i.e. on a pro rata basis. As a result, the subsidiary company is no longer owned or controlled by the parent company and there are two separate publicly traded companies. Prior to the spin-off, shareholders only own the parent company's stock, whereas after the spin-off they own shares in both the parent and the subsidiary. In these transactions, no funds change hands, and the assets of the subsidiary are not revalued. The transaction is considered to be a stock dividend and a tax-free exchange under Internal Revenue Code Section 355.