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.
No determinations match these filters
Try fewer or different words, check the spelling, or clear the filters to browse everything.
Successor receives 60 days to make a late section 382 value-restoration election
Two loss corporations in the same controlled group experienced ownership changes when their foreign parent was acquired. One corporation held net operating loss carryforwards and the other held…
Parent group gets late consolidated return election relief
A parent corporation and its newly formed subsidiary filed separate federal income tax returns for their first affiliated year instead of making a timely consolidated return election. The parent…
Consolidated group gets late extended NOL carryback election relief
A consolidated corporate group missed the deadline to elect an extended carryback period for a consolidated net operating loss under § 172(b)(1)(H). The parent represented that it had not been fully…
Foreign business separation qualifies as a section 355 reorganization
A U.S. parent owned a foreign corporation that conducted several businesses directly and through subsidiaries and disregarded entities. The foreign corporation proposed contributing two disregarded…
Failed-bank asset transfer blocks carryover basis through late REIT election
A bank acquired assets and deposit liabilities from a failed institution in a transaction supported by federal net worth assistance and loss guarantees. The acquiring group later filed a REIT return…
Business split-off gets excess-loss and liquidation rulings
A public corporate group proposed separating one business through an initial public offering, internal distributions, a subsidiary liquidation, and exchange offers for the separated company's stock.…
Business spin-off receives section 355 nonrecognition rulings
A foreign-owned U.S. corporate group proposed separating a controlled subsidiary that operated one business from a distributing corporation that operated another. The distributing corporation would…
Corporate group receives rulings for reorganization and two spin-offs
A corporate group proposed reorganizing its public parent and then separating several businesses through an internal spin-off and an external spin-off. The IRS ruled that the initial parent…
REIT business separation qualifies for tax-free spin-off treatment
A publicly traded real estate investment trust proposed separating a non-REIT business through two internal distributions and an external distribution to shareholders. The plan included borrowing at…
Cash-or-stock RIC dividends receive section 301 treatment
A publicly traded regulated investment company proposed dividends payable in cash or common stock at each shareholder's election. Shareholders who made no election would receive stock, and aggregate…
Consolidated parent may make late CNOL carryback waiver election
A consolidated parent intended to elect under Treas. Reg. § 1.1502-21(b)(3)(i) to waive the entire carryback period for a consolidated net operating loss but missed the filing deadline. The group…
Parent receives relief to file late section 338 election
A consolidated parent intended to make a section 338(g) election for a subsidiary's acquisition of all the stock of a controlled foreign corporation but failed to file a valid election by the…
Business separation, spinoff, and merger qualify for nonrecognition
A public company planned to separate one business through three internal distributions, contribute that business to a new domestic corporation, and distribute the new corporation's stock pro rata to…
Consolidated group receives 60 days for extended NOL carryback election
A consolidated corporate group failed to elect the temporary three-, four-, or five-year carryback period for a consolidated net operating loss after relying on a tax professional. The IRS found…
IPO spinoff and business contribution receive nonrecognition treatment
A publicly traded parent contributed one business to a controlled domestic subsidiary, which then sold less than 20 percent of its stock in an initial public offering. The parent proposed…
Partnership conversion and subsidiary contribution qualify under section 351
A publicly traded parent proposed converting a domestic partnership holding foreign subsidiaries into a foreign corporation under migration statutes. For federal tax purposes, the conversion would…
Business spinoff with special payment and retained stake qualifies as Type D reorganization
A corporation proposed separating Business B by contributing its operating subsidiary and related assets to a new controlled corporation. The controlled corporation would borrow from unrelated…
Purchaser and sellers receive late section 338(h)(10) election relief
A member of a consolidated group purchased all stock of an S corporation for cash and merged the target into the purchaser. The parent and sellers intended to make a joint section 338(h)(10)…
Subsidiary merger into a disregarded LLC qualifies as a reorganization
A public parent proposed forming a disregarded LLC and merging a lower-tier corporate subsidiary into it under state law. The subsidiary's shareholder would receive only parent stock, while the…
REIT segment contributions and spin-offs receive nonrecognition rulings
A publicly traded REIT proposed separating either or both of two business segments into newly formed controlled REITs. Its operating partnership would contribute the relevant segment assets to a new…
Acquiring group receives more time for loss-expiration election
After acquiring a consolidated target group, an acquiring group failed to elect to treat a specified amount of the target's unusable consolidated net capital losses as expiring immediately before…
Corporate split-off qualifies as a tax-free reorganization
A public company proposed separating one business into a controlled corporation and distributing that corporation's two series of stock to holders of the corresponding tracking-stock series. Before…
Bankruptcy group receives section 382 ownership-change rulings
A consolidated corporate group reorganized in chapter 11 and combined with another company, causing an ownership change under § 382. The plan distributed new stock and related rights to creditors,…
Late section 338(h)(10) election receives filing relief
A corporate purchaser acquired all the stock of an S corporation from individual sellers and intended to make a joint § 338(h)(10) election. The parties filed their returns consistently with the…
Consolidated group gets 60 days for extended NOL carryback election
A consolidated corporate group failed to elect the temporary three-, four-, or five-year carryback period for a consolidated net operating loss after relying on a qualified tax professional. The IRS…
Target joins consolidated group only after 80 percent purchase
A consolidated group parent agreed to acquire a target corporation through staged stock purchases, with unpurchased shares held in escrow for the sellers. Before the second purchase, the parent…
Subsidiary liquidations and REIT spin-off receive tax rulings
A publicly traded parent planned to separate asset businesses into a newly formed controlled company that would become an independent publicly traded REIT. The steps included deemed liquidations and…
Whether startup stock issuances caused a section 382 ownership change
Chief Counsel analyzed whether several early stock issuances by a startup loss corporation should be treated separately or integrated as part of its initial capitalization for § 382. Treating the…
Foreign reorganization and stock offerings did not create a surrogate foreign corporation
A foreign parent planned an F reorganization moving a foreign subsidiary under a newly formed foreign corporation, followed by a private placement and public offering. The IRS ruled that offering…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Consolidated group received more time to elect extended NOL carryback
A federal agency acting as receiver and authorized agent for a consolidated group sought to carry a consolidated net operating loss back beyond the usual two-year period under section 172(b)(1)(H).…
Structured settlement reorganization received tax-free transfer rulings
An insurance group proposed moving structured-settlement obligations, related annuity contracts, and cash from one subsidiary to another before merging the transferor into an affiliated insurer. The…
IRS could invalidate an effectively connected income withholding claim after repeated nonfiling
A foreign beneficial owner gave a withholding agent Forms W-8ECI claiming that payments were effectively connected with a U.S. trade or business and exempt from withholding. The beneficial owner did…
Consolidated group received more time to elect an extended net operating loss carryback
A corporation asked for more time to elect a three-, four-, or five-year carryback for a consolidated net operating loss. The election had not been filed by its deadline because the corporation…
REIT's elective stock-and-cash dividends were taxable property distributions
A publicly traded real estate investment trust planned dividends in which each shareholder could elect all stock or all cash, subject to an aggregate cash limit of at least 20 percent of the…
Multistep foreign restructuring received tax-free reorganization and distribution rulings
A corporate group proposed moving two businesses into a newly formed foreign controlled corporation, passing that corporation's stock through seven tiers of related companies, and then liquidating…
Family-owned S corporation split-off qualified for tax-free treatment
A family-owned S corporation proposed resolving shareholder disputes by separating part of its business for one of its three equal owners. The corporation would contribute property, cash, and a note…
QSub spin-off qualified for tax-free treatment and preserved S eligibility
An S corporation proposed distributing its wholly owned qualified subchapter S subsidiary to its shareholders so two businesses could operate separately. The distribution would terminate the…
Consolidated group received more time to make a unified loss rule election
A consolidated group failed to timely elect under Treas. Reg. § 1.1502-36(d)(6)(i)(A) to reduce the basis of subsidiary stock after a restructuring and loss-share transfer. The parent showed that it…
Parent received more time to elect a subsidiary stock basis reduction
A consolidated group missed the deadline to elect under Treas. Reg. § 1.1502-36(d)(6)(i)(A) to reduce its basis in transferred loss shares of subsidiary stock. The parent showed that it reasonably…
Family business split-up qualified for nonrecognition treatment
Two family shareholder groups disagreed about the management and direction of a closely held operating company. A parent first proposed to give equal portions of stock to members of the two groups.…
Business separation qualified for tax-deferred reorganization treatment
A public company operating two businesses proposed to place one business and related entities, instruments, and debt in a newly formed controlled corporation. The controlled corporation would borrow…
Three foreign-subsidiary distributions received nonrecognition treatment
A U.S. public-company group proposed a multinational restructuring that moved two foreign controlled corporations through several levels of its ownership chain. The plan included three actual or…
Consolidated group received more time to elect an extended NOL carryback
A consolidated corporate group incurred a net operating loss eligible for the temporary three-, four-, or five-year carryback election and intended to carry it to an earlier year. The common parent…
Stock-for-stock split-off qualifies for tax-free treatment
A parent corporation proposed transferring all stock of a wholly owned subsidiary to one shareholder in exchange for part of that shareholder's nonvoting stock in the parent. The parent group and…
Shareholder separation qualifies as a divisive Type D reorganization
Two shareholders disagreed over the management, operation, and growth of a corporation's business. To separate them, the corporation proposed forming a controlled corporation, transferring a portion…
Corporate separation qualifies as a tax-free Type D reorganization and spin-off
A corporate group operated two active businesses and wanted to separate them so one business could raise capital and avoid exposure to environmental liabilities associated with the other. The parent…
Multi-step business separation qualifies for nonrecognition treatment
A corporate group proposed separating one active business from another through a series of related transactions. The plan included converting a subsidiary into a disregarded entity, moving assets to…
Disallowed property-distribution loss reduces S corporation basis and AAA
Chief Counsel advised that an S corporation's permanently disallowed loss under IRC § 311(a) is a nondeductible, noncapital expense under § 1367(a)(2)(D). When an S corporation distributes…
Controlled group receives extra time for value-restoration elections
The IRS granted a parent corporation and three foreign subsidiaries 60 additional days to make value-restoration elections under Treas. Reg. § 1.382-8(h). After the parent underwent an ownership…
Controlled group receives extra time for value-restoration elections
The IRS granted a parent corporation and three foreign subsidiaries 60 additional days to make value-restoration elections under Treas. Reg. § 1.382-8(h). After the parent underwent an ownership…
Controlled group receives extra time for value-restoration elections
The IRS granted a parent corporation and three foreign subsidiaries 60 additional days to make value-restoration elections under Treas. Reg. § 1.382-8(h). After the parent underwent an ownership…
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.