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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Cross-chain stock sale was not a Type D reorganization
A corporate group sold foreign corporation stock across ownership chains and later argued that the transaction was a Type D reorganization that increased its basis in another foreign subsidiary's…
Business separation qualifies as a tax-free spin-off
A corporate group proposed separating three businesses by moving one business into a newly formed controlled corporation and distributing that corporation's stock to the distributing company's…
Related-party share sale defers loss before liquidation
A consolidated corporate group proposed transferring most of a loss corporation's stock to a subsidiary, selling those shares to a related real estate investment trust for preferred stock, and later…
Two-business separation qualifies as a tax-free spin-off
A consolidated corporate group proposed separating two active businesses by transferring one business and related subsidiaries to a controlled corporation and distributing that corporation's stock…
Parent-company business split qualifies as a tax-free spin-off
A corporation owned by a foreign parent proposed moving one of its two active businesses into a newly formed controlled corporation and distributing the controlled corporation's stock to the foreign…
Multi-step corporate separation qualified for tax-free reorganization treatment
The IRS approved the principal federal income tax consequences of a multinational group's plan to separate two business lines through a long series of internal restructurings and stock…
Consolidated group received 60 days for a missed CNOL carryback election
The common parent of a consolidated group missed the election to use an extended carryback period for a consolidated net operating loss. The IRS found that the parent reasonably relied on a…
Corporation received 60 days to make a missed basis-reduction election
A corporation transferred built-in-loss assets to its wholly owned subsidiary in transactions represented to qualify under § 351. It missed the deadline for jointly electing under § 362(e)(2)(C) to…
Corporation received 60 days to make a missed basis-reduction election
A corporation transferred built-in-loss assets to its wholly owned subsidiary in transactions represented to qualify under § 351. It missed the deadline for jointly electing under § 362(e)(2)(C) to…
Multi-step corporate separation qualified for tax-free reorganization treatment
The IRS approved the principal federal income tax consequences of a multinational group's plan to separate two business lines through a long series of internal restructurings and stock…
Loss corporation received 60 days for a missed closing-of-the-books election
A loss corporation underwent an ownership change that limited its use of pre-change losses under § 382. It intended to elect the closing-of-the-books method for allocating income and losses between…
Consolidated parent received 60 days to file missed basis elections
A consolidated parent moved a built-in-loss asset through three subsidiaries and then into a disregarded entity. The federal basis-reduction rule in § 362(e)(2) did not apply to the intercompany…
Consolidated group received 60 days to waive its CNOL carryback period
The common parent of a consolidated group intended to waive the entire carryback period for a consolidated net operating loss but failed to attach a valid election to the loss-year return. The group…
Three distributions and two mergers received tax-free reorganization treatment
A publicly held parent reorganized regulated business operations within its consolidated group. A subsidiary contributed one business to a controlled corporation and distributed that corporation to…
Liquidating subsidiary's stock loss was disallowed only to the receivable basis amount
A consolidated group sought a second supplement to earlier rulings involving a subsidiary that left the group and liquidated one day after adopting a liquidation plan. During the preceding five…
Consolidated group received 60 days for a missed extended CNOL carryback election
The common parent of a consolidated group missed the election to use an extended carryback period for a consolidated net operating loss. The IRS found that the parent reasonably relied on a…
Shareholder business split qualified as a tax-free Type D reorganization
Two shareholders of a closely held corporation disagreed over management of separate divisions. The corporation proposed transferring one division and its controlled foreign corporation stock to a…
S corporation shareholder split qualified as a tax-free Type D reorganization
Two equal shareholders of an S corporation sought to resolve their conflict by separating two businesses. One shareholder would contribute cash to equalize value, the S corporation would transfer…
Consolidated group received 60 days to waive its CNOL carryback period
The common parent of a consolidated group intended to waive the entire carryback period for a consolidated net operating loss but failed to file a valid election with the loss-year return. The group…
Corporation received 60 days to make a missed basis-reduction election
A corporation transferred built-in-loss assets to its wholly owned subsidiary in transactions represented to qualify under § 351. It missed the deadline for jointly electing under § 362(e)(2)(C) to…
Tax-free separation of two businesses into separate corporations
The IRS approved a proposed reorganization that would separate two businesses operated by a domestic corporation into different corporate groups. The corporation would transfer one business and…
Mutual insurance company restructuring receives tax treatment rulings
The IRS ruled on a proposed restructuring of a not-for-profit mutual insurance company into a mutual holding company with separate stock insurance and controlled corporations. The transaction…
IRS grants more time for a closing-of-the-books election after an ownership change
The IRS granted a consolidated group 60 days to make a late closing-of-the-books election after an ownership change limited the group's use of pre-change losses. The group intended to file the…
Extra time granted to waive a consolidated net operating loss carryback
The IRS granted a consolidated group 60 days to file an election waiving the entire carryback period for a consolidated net operating loss. The taxpayer had intended to make the election for a short…
Affiliated group receives extra time to elect consolidated filing
The IRS granted an affiliated group an extension of time to make an election to file a consolidated federal income tax return, with the parent as common parent. The group missed the regulatory…
IRS approves a tax-free corporate split-off to resolve shareholder disputes
The IRS approved a proposed split-off designed to resolve disagreements between two shareholders of a corporation operating two businesses. The corporation will transfer part of its business assets…
IRS grants more time to waive a consolidated group's NOL carryback period
The IRS granted a consolidated corporate group 60 days to file an election waiving the entire carryback period for a consolidated net operating loss. The election was due with the group's…
IRS rules on an intercompany loss after a corporate restructuring
The IRS ruled on the treatment of an intercompany loss after a corporate group completed several restructurings and sold a business. A subsidiary distributed stock, related corporations liquidated,…
IRS approves a stock contribution that combines two consolidated groups
The IRS approved a proposed restructuring intended to combine two affiliated consolidated groups under one corporate parent. Through a series of steps, a foreign parent will contribute stock of a…
IRS approves a multi-step corporate separation and reorganization
The IRS approved specified federal tax consequences for a publicly traded corporate group's planned separation of one business from another. The transaction involved internal reorganizations,…
IRS approves a tax-free corporate separation involving a spin-off and debt exchange
A publicly traded corporation planned to separate one business from another by transferring the second business to a newly formed corporation and distributing the new corporation's stock to its…
IRS approves a spin-off separating two business lines
A publicly traded corporation planned to separate two business lines by contributing one business and related entities to a newly formed corporation, then distributing that corporation's stock to…
IRS grants extra time for a consolidated NOL carryback election
The IRS considered a consolidated group's request for more time to elect an extended carryback period for a consolidated net operating loss. The group missed the election deadline after relying on a…
IRS grants extra time for a closing-of-the-books election
The IRS considered a loss corporation's late election to close its books for an ownership change under § 1.382-6(b). The taxpayer missed the deadline and later requested relief under § 301.9100-3,…
IRS approves a RIC's cash-or-stock special dividend plan
The IRS considered a regulated investment company's plan to pay special dividends in cash or common stock, subject to a cash limit and stockholder elections. If too many stockholders chose cash, the…
IRS approves a RIC's cash-or-stock special dividend plan
The IRS considered a regulated investment company's plan to pay special dividends in cash or common stock, subject to a cash limit and stockholder elections. If too many stockholders chose cash, the…
IRS approves a spin-off separating two business lines
A publicly traded parent planned to separate two business lines by distributing the stock of a subsidiary to the parent group and then merging the separated businesses into another subsidiary. The…
IRS approves two spin-offs in a global business separation
A multinational corporate group planned two domestic spin-offs to separate one U.S. business from two others, followed by an international separation of the same business. The IRS ruled that the…
Parent receives extra time to make a consolidated-return election
A corporate parent and its subsidiaries missed the deadline to elect consolidated federal income tax return treatment. The parent said it had reasonably relied on a qualified tax professional who…
REIT spin-off qualifies for stated tax treatment
A publicly traded real estate investment trust planned to separate two real estate businesses through a contribution of assets to a new controlled REIT followed by a pro rata distribution of the…
IRS approves tax treatment for foreign subsidiary liquidations and a reorganization
The IRS ruled on a proposed series of transactions involving a taxpayer, foreign subsidiaries, disregarded entities, intercompany debt, and a merger. It treated two check-the-box elections as…
Call option treated as an acquisition of foreign subsidiary stock
The IRS ruled on the tax treatment of a staged acquisition involving a target entity, a call option, and foreign corporate subsidiaries. For purposes of the controlled-group rules, the call option…
S corporation redemption qualifies for exchange treatment and installment reporting
The IRS ruled on a proposed transaction in which an S corporation would redeem all stock held by two retiring shareholders in exchange for promissory notes, then issue stock to four key employees.…
Split-off reorganization approved for an S corporation business separation
The IRS approved a proposed split-off designed to resolve disputes between the two shareholders of an S corporation. The corporation would transfer several business subsidiaries to a newly formed…
IRS approves a university-affiliated corporation's Type F reorganization
A business association affiliated with a state university planned to convert into an unincorporated cooperative association and then into a nonstock corporation. The new entity would continue the…
IRS approves a cash-or-stock special dividend for a new REIT
A publicly traded corporation planned to elect REIT status and distribute accumulated earnings as a special dividend during its first REIT taxable year. Shareholders could elect cash, stock, or a…
IRS approves liquidations and asset transfers for a cooperative utility
A member-owned utility cooperative planned a series of mergers, conversions, asset distributions, and a subsidiary liquidation. The parent had previously qualified for exemption under IRC §…
IRS approves a complex series of corporate spin-offs and liquidations
A group of affiliated corporations proposed a coordinated set of spin-offs, split-downs, cross-border restructuring steps, subsidiary mergers, asset transfers, and liquidations. The IRS ruled that…
Public company may rely on SEC filings to identify economic owners under section 382
A publicly traded loss corporation asked whether it could use Securities and Exchange Commission filings and related stock-surveillance procedures to identify five-percent shareholders for IRC § 382…
Split-off of a real-estate business qualifies as a reorganization
A privately held corporation asked about transferring real property and related liabilities to a wholly owned subsidiary, then distributing the subsidiary’s stock to one shareholder in exchange for…
Tax treatment of a corporate split-up into four businesses
The IRS considered a proposed transaction in which an S corporation would form four wholly owned S corporations, transfer separate portions of its operating business to them, and distribute one…
Intercompany gain in a consolidated-group restructuring
The IRS considered a multinational consolidated-group restructuring involving a previously deferred intercompany gain on stock transferred among subsidiaries. The proposed steps included the sale of…
PLR 1352007: IRS approves tax treatment for a multi-step corporate restructuring
The IRS ruled on the federal income tax consequences of a proposed restructuring involving several corporations and subsidiaries. The plan included complete liquidations, a downstream merger,…
PLR 1352005: IRS grants extra time to elect an extended net operating loss carryback
The IRS granted a consolidated corporate group 60 days to make a late election extending the carryback period for a consolidated net operating loss. The group missed the election deadline after…
PLR 1351016: consolidated group gets extra time to elect an NOL carryback
A consolidated corporate group missed the deadline to elect an extended carryback period for a consolidated net operating loss. The group said it reasonably relied on a qualified tax professional…
PLR 1351004: bankruptcy reorganization acquisition qualifies as a qualified stock purchase
An acquirer purchased stock and debt connected with a bankrupt target's court-approved reorganization and filed a section 338(h)(10) election with the target's parent. The IRS ruled that the…
PLR 1350007: IRS approves a complex corporate separation followed by a reverse acquisition
The IRS approved the proposed tax treatment of a large corporate group's plan to separate one business into Controlled and distribute its stock to the parent company's shareholders, either through a…
PLR 1350006: IRS approves section 382 treatment for a parent spin-off and related contribution
The IRS ruled on the section 382 consequences of a corporate group's spin-off of its parent company and a related contribution of assets by a subsidiary. The ruling treated the spin-off date as a…
PLR 1350001: Planned subsidiary liquidation and related property transfers receive tax treatment under Sections 332, 301, and 351
A parent company planned to dissolve a subsidiary after a change in state law eliminated the reason for maintaining the subsidiary's special structure. The subsidiary would liquidate into another…
PLR 1349009: IRS grants more time for a consolidated group’s extended NOL carryback election
The IRS granted a consolidated group 90 days to make an election for an extended carryback period for a consolidated net operating loss. The group had missed the election deadline and represented…
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.