Ezel / IRS Rulings / 201011031

Branch declines transferee-liability issue outside its withholding jurisdiction

Number
201011031
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Withholding of Tax on Dispositions of United States Real Property Interests (See Also 897.00-00).
Topics
Other topics
Code sections
§ 331, § 332, § 367, § 1445
Ruling dated
January 26, 2010
Publicly released
March 19, 2010
Source
View Official PDF

Apply this to your situation

This page covers legal advice the IRS Office of Chief Counsel wrote for IRS staff, issued in 2010, which can't be cited as precedent. Ask about your situation and see what the current Code and IRS guidance say, with citations.

Currency note: this determination was released in 2010
Statutory amendments, regulation changes, court decisions, or later IRS guidance may have changed the analysis since then. Treat this page as historical context, not current tax advice. Verify current law before relying on any specific rule, threshold, or position mentioned here.
Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It is advice from the IRS Office of Chief Counsel to IRS personnel on the facts they presented, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.
About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.
View official IRS release (PDF)

Plain-English summary

Chief Counsel advice addressed a question about transferee liability involving foreign corporate shareholders. The branch stated that it did not handle transferee-liability questions except possibly withholding tax under section 1445 on distributions of United States real property interests. It explained that its own branch would handle whether section 367(e)(2) applied to certain liquidations, while transferee liability after a section 331 liquidation was outside its coverage.

Ruling snapshot

  • Question: Which IRS branch handles transferee-liability questions involving foreign corporate shareholders and liquidations?
  • Outcome: advice given
  • Key authorities: IRC §§ 1445, 367(e)(2), 332, and 331

Full text (IRS public release)

ID: CCA-126141-10 Number: 201011031
Release Date: 3/19/2010
Office: ------------
UILC: 1445.00-00

From: ------------------------
Sent: Tuesday, January 26, 2010, 9:36 AM
To: ----------------------
Cc: ----------------------------
Subject: Transferee liability for foreign corporate shareholders

Our branch doesn’t deal with transferee liability questions, other than perhaps withholding tax under section 1445 on the distribution of U.S. real property interests.

Section 367(e)(2) causes recognition in certain instances where there is a section 332 liquidation of a domestic subsidiary and the parent corporation is foreign. We would handle questions regarding whether section 367(e)(2) is applicable. Transferee liability is not a matter under those rules.

If there is no foreign parent owning 80 percent of the domestic subsidiary, section 331 might apply. We do not cover transferee liability after a section 331 liquidation.

I think this is an issue for ------. I would suggest contacting their front office to find the right person.

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