IRS Written Determinations
Free IRS private letter rulings, technical advice memoranda, and Chief Counsel advice with plain-English summaries and the official IRS release on every page.
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Late section 338(h)(10) election receives 45-day extension
A purchasing corporation acquired all the stock of a target in a transaction represented to be a qualified stock purchase, then later merged downstream into the target. The purchasing and selling…
Consolidated group receives 60 days for late extended NOL carryback election
A consolidated corporate group incurred a net operating loss in a qualifying year and wanted to elect a redacted three-, four-, or five-year carryback period under section 172(b)(1)(H), rather than…
Corporate group receives more time to elect consolidated return filing
A corporate parent and its affiliated group intended to elect consolidated federal income tax return filing for a tax year. The parent filed the consolidated return after the election deadline…
Partnership segment counts as expansion of an existing active business
A corporate group had conducted an active business for more than five years and later bought a significant economic and voting interest in a partnership operating a segment of that business. The…
Partnership-interest distribution triggers partnership terminations and intercompany matching
A consolidated group proposed distributing a subsidiary's minority interest in one partnership to an affiliated holding company. The holding company would then become the partnership's sole owner.…
Corporate separation qualifies for spin-off and reorganization treatment
A publicly traded corporate group proposed separating two businesses from a third and placing the separated operations in a new company that intended to elect REIT status. The plan included numerous…
Consolidated group receives more time to waive loss carryback
A parent corporation intended to elect to relinquish the entire carryback period for its consolidated group's net operating loss, but a valid election was not included with the timely filed return.…
Corporate group receives more time for consolidated return election
A parent and its subsidiaries failed to make a timely election to file a consolidated federal income tax return, although the group later filed the consolidated return. The IRS found that the parent…
Alaska Native Settlement Trust qualifies for section 646 treatment
An Alaska Native Corporation established a settlement trust to support beneficiaries' health, education, welfare, heritage, and culture and planned additional contributions to it. The IRS ruled that…
IRS addresses notes, securities, basis, and earnings in separation
A corporate group requested supplemental rulings on discrete issues in a complex international restructuring and separation. The IRS ruled that circular flows of two intercompany notes would be…
Intercompany look-through supported worthless-stock deduction
A consolidated group’s holding company owned a subsidiary group that sold its operating assets, used retained assets to pay liabilities, and became insolvent. The parent requested rulings supporting…
Parent received late consolidated-return election relief
A corporate parent and subsidiary failed to make a valid election to file a consolidated federal income tax return for their first taxable year. The parent reasonably relied on a qualified tax…
Spin-off cash and contingent liabilities received reorganization treatment
A public company transferred one business to a new controlled corporation, received borrowed cash and controlled-company stock, and distributed the stock to its shareholders. The IRS ruled on three…
Alaska Native settlement trust received requested tax treatment
An Alaska Native Corporation created an irrevocable settlement trust to promote the health, education, welfare, heritage, and culture of its Alaska Native beneficiaries and to make quarterly…
Consolidated group received time for extended loss carryback election
A corporate parent wanted its consolidated group to use an extended carryback period for a consolidated net operating loss, but a qualified tax professional failed to make or advise it to make the…
Debtor restructuring failed Type G reorganization requirements
Chief Counsel considered whether a debtor corporation’s restructuring qualified as a Type G reorganization under section 368(a)(1)(G). No shareholder received consideration, and the debtor’s…
Common parent's officer must sign power of attorney for subsidiary LLC manager
A non-TEFRA LLC partnership had a corporate member-manager that belonged to a consolidated corporate group. The IRS considered who had to sign Form 2848 to authorize representation of the…
State-law dissolution does not end federal corporate status
A corporation was administratively dissolved under state law after failing to file an annual report and pay a state franchise tax. Unaware of the dissolution, it continued operating as a…
Taxpayer receives more time for a section 362 basis election
A corporate taxpayer transferred built-in-loss assets to a subsidiary in a transaction intended to qualify under section 351. The parties intended to elect under section 362(e)(2)(C) to reduce the…
Parent receives more time for a deconsolidation basis election
A consolidated group parent transferred loss stock of one subsidiary to a related corporation, causing the subsidiary to leave the group. To prevent some or all of the stock-basis reduction…
Consolidated group receives more time for an extended NOL carryback
A consolidated corporate group incurred a net operating loss during the statutory period eligible for a three-, four-, or five-year carryback election. The parent intended to elect an extended…
Subsidiary may use a calendar year within a 52-53 week group
A consolidated group used a 52-53 week taxable year, but one subsidiary wanted to change to a calendar year. The subsidiary owned controlled foreign corporations whose foreign-law partnerships could…
Bankruptcy successor receives more time to elect out of special loss rules
A bankruptcy successor became the new loss corporation and substitute agent for a consolidated group after a reorganization caused an ownership change. It intended to elect out of the special…
REIT cash-and-stock dividends are property distributions under section 301
A publicly traded real estate investment trust proposed distributions in which shareholders could choose cash, common stock of equal value, or a mix, subject to a cash pool of at least 20 percent.…
REIT elective cash-and-stock dividends are not preferential
A publicly traded real estate investment trust planned distributions in which shareholders could elect cash, common stock, or a 20-percent cash and 80-percent stock combination. Aggregate cash would…
Supplemental spin-off payment may fund qualifying creditor repayment
This supplemental ruling addressed a possible additional payment following a completed contribution and external distribution covered by an earlier spin-off ruling. The IRS ruled that any payment,…
Corporate group gets more time to complete its consolidated-return election
A corporate parent intended to elect consolidated-return treatment for itself and nine subsidiaries, but a valid election was not filed by the return due date. The parent requested discretionary…
Global business separation receives tax-free reorganization and spin-off rulings
A publicly traded parent proposed separating one worldwide business from its retained businesses through a long series of domestic and foreign transactions, followed by a distribution of the…
Partnership cannot deduct payments tied to a predecessor cooperative’s allocation notices
An exempt farmers’ cooperative had issued qualified written notices of allocation to patrons, then converted into a limited liability company taxed as a partnership. The successor partnership later…
Excess assets transferred with reinsurance may qualify under section 351
A life insurance company proposed transferring part of the insurance risk, assets, and liabilities associated with a closed block of policies to a wholly owned insurance subsidiary. The assets…
Former parent and spun-off subsidiary get 60 days to apportion a section 382 limit
A parent corporation distributed a subsidiary in a tax-free spin-off, after which the subsidiary became the parent of its own consolidated group. The former parent group had a consolidated section…
IRS approves specific liquidation and distribution steps in a two-stage spin-off
A public company proposed separating one business through a complex series of subsidiary mergers, liquidations, contributions, debt financings, and internal and external stock distributions. The IRS…
Foreign stock purchaser receives more time for a section 338 election
A U.S. parent corporation's controlled foreign corporation acquired all the stock of an unrelated foreign target for cash. The parent intended to make a section 338(g) election, and the relevant…
Consolidated group may make late intercompany regulation election
A consolidated group had deferred gains from two stockless mergers completed before the 1995 intercompany transaction regulations took effect. It failed to make the transition election that would…
New parent group may make late consolidated return election
A corporation acquired the former common parent of a consolidated group through a subsidiary, terminating the former group and bringing its members into a new parent group. The new group failed to…
Insurance joint venture restructuring qualifies for tax-free transfers
An insurance joint venture proposed moving an insurance business, related liabilities, assets, contracts, and employees into a newly acquired insurance corporation in exchange for its stock. The…
REIT stock-and-cash dividend is a property distribution
A publicly traded REIT planned a special dividend in which shareholders could elect cash, common stock, or a combination of the two. Cash elections would be prorated if they exceeded the available…
Corporation receives 60 days for a late basis-reduction election
A foreign subsidiary transferred stock in another subsidiary to the parent of a consolidated group in a transaction that might have been subject to IRC § 362(e)(2). The parties intended to make the…
Supplemental spin-off changes preserve prior rulings
A distributing corporation sought supplemental rulings after delaying a planned spin-off and acquiring additional shares of the controlled corporation. The revised steps could include cash…
Asset transfers do not block REIT subsidiary merger treatment
A publicly traded REIT planned to simplify its structure by moving partnership interests into a new taxable REIT subsidiary, merging an existing taxable REIT subsidiary into the REIT, and then…
Stock unification uses shareholder-level net voting shifts
A corporation planned to eliminate distinctions between high-vote and low-vote common stock immediately before spinning off a controlled subsidiary. The unification would shift more than 50 percent…
Preferred stock does not end consolidated group status
A foreign holding company owned all of a domestic parent's common stock, while the parent also had publicly traded preferred stock with dividend, liquidation, redemption, and limited voting rights.…
Corporate separation steps receive four discrete tax rulings
A publicly traded parent planned a complex separation of one business through domestic transfers, foreign transfers, a Country B restructuring, a contribution to a controlled corporation, borrowing,…
Consolidated group receives more time to waive loss carryback
A consolidated corporate group intended to elect to waive the entire carryback period for a consolidated net operating loss but failed to file a valid election on time. The IRS found that the parent…
Parent receives more time for foreign target stock election
A consolidated group's parent intended to make an IRC § 338(g) election for its purchase of a foreign target's stock but failed to file the election on time. The IRS found that the parent reasonably…
Retained spin-off shares do not show tax-avoidance purpose
A public company planned to spin off a controlled subsidiary while temporarily retaining some of the subsidiary's shares. The retained shares would support deferred director compensation and…
Transferor receives more time to make loss-property basis election
A foreign company treated as a corporation transferred a partnership interest to a related corporation in a transaction represented to qualify under IRC § 351. The interest's tax basis exceeded its…
Foreign transferor receives more time for basis election
A foreign company treated as a corporation transferred a loss partnership interest to a related corporation in a transaction represented to qualify under IRC § 351. The interest's tax basis exceeded…
Corporate conversions qualify as complete liquidations without gain or loss
A multinational corporate group proposed converting a domestic subsidiary and its domestic parent into limited liability companies treated as disregarded entities for federal tax purposes. The IRS…
Restructuring avoids immediate recapture of consolidated foreign loss accounts
A multinational group reorganized overlapping foreign and domestic subsidiaries under a newly formed holding company. A domestic group member first contributed a disregarded entity to the holding…
Stock buybacks aggregate by open trading window under § 382
A domestic corporation was wholly owned by a publicly traded foreign parent whose shareholder changes were attributed to the corporation for § 382 purposes. The parent regularly repurchased shares…
Professional corporations may join parent's consolidated group
A corporate group provided administrative and support services to two professional corporations operating under state laws that restricted their shares to licensed professionals. A licensed…
REIT stock-or-cash dividends receive distribution treatment
A publicly traded real estate investment trust planned dividends in which shareholders could elect to receive stock or cash. The REIT would make at least 20 percent of each distribution's value…
Consolidated group may late-elect to waive CNOL carryback
A consolidated group incurred a consolidated net operating loss but failed to timely elect to relinquish the entire carryback period. The parent represented that neither the group nor another…
Elective cash and stock REIT distributions fall under sections 301 and 305
A corporation planned to elect REIT status and distribute its accumulated pre-REIT earnings and profits before the end of its first REIT tax year. Shareholders could choose cash, stock, or both, but…
Retroactive REIT election fails the section 351 control test
A failed financial institution formed a single-member LLC, transferred securities to it, and later sold the LLC as part of an asset acquisition. The LLC subsequently made a retroactive election to…
REIT purging distributions receive section 301 treatment
A public corporation planned to elect real estate investment trust status and distribute its accumulated C corporation earnings and profits. Shareholders could choose cash or stock, but total cash…
Multistep corporate separation receives nonrecognition rulings
A publicly traded parent used a long series of contributions, subsidiary distributions, entity conversions, and internal restructurings to separate one business segment into a newly independent…
Consolidated group may waive CNOL carryback late
A consolidated group intended to make an irrevocable election to give up the entire carryback period for a consolidated net operating loss but failed to file a valid election with its return. The…
Transitory merger removes minority owner without ending S status
The continuing owners of an S corporation planned to form a temporary corporation, contribute their shares to it, and merge it back into the original corporation while cashing out a minority…
What these documents are
- Private letter rulings (PLRs): A taxpayer asked the IRS to rule on a planned transaction before doing it. The ruling shows exactly how the IRS applied the Code to those facts.
- Technical advice memoranda (TAMs): The IRS National Office answering a question raised during an audit or other proceeding.
- Chief Counsel advice (CCAs): IRS lawyers advising their own field staff on how to apply the law.
- Determination letters: Rulings on exempt-organization matters, such as whether an organization qualifies under § 501(c)(3) or a foundation's grant procedures pass § 4945.
- Not precedent, still useful: Under 26 U.S.C. § 6110(k)(3) none of these can be cited as precedent. They remain the best public window into how the IRS actually rules on facts like yours, and practitioners read them for exactly that.