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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PLR 1329005: IRS approves a tax-free spin-off to isolate potential environmental liabilities
The IRS ruled that a proposed transaction would qualify as a tax-free reorganization under IRC § 368(a)(1)(D). A corporation planned to transfer most of its business assets, except a contaminated…
PLR 1329001: IRS grants extra time to make consolidated-return loss elections
The IRS granted a consolidated group an extension of time to file elections concerning the recognition of a loss on worthless subsidiary stock. The group represented that it had reasonably relied on…
PLR 1328028: IRS grants extra time to elect an extended NOL carryback
The IRS granted a consolidated group an extension of time to elect an extended carryback period for a consolidated net operating loss. The group represented that it had reasonably relied on a…
PLR 1328027: IRS approves bankruptcy-related tax treatment for an insurance subsidiary
The IRS ruled on the federal tax consequences of a parent company’s emergence from a Chapter 11 bankruptcy reorganization involving an insurance subsidiary. The IRS concluded that regulatory control…
PLR 1328025: IRS approves an S corporation’s redemption of non-voting stock
The IRS ruled on a proposed cash redemption of non-voting stock held by a shareholder of an S corporation. The redemption would be treated as a distribution under IRC §§ 301 and 1368 rather than as…
PLR 1328024: IRS approves a multi-subsidiary spin-off restructuring
The IRS approved specified federal tax treatment for a complex restructuring in which a foreign distributee received stock of six controlled corporations from a distributing corporation. The…
PLR 1328003: IRS approves a cross-border liquidation and reorganization
The IRS approved specified tax treatment for a proposed cross-border corporate restructuring involving a foreign parent, a target corporation, and multiple subsidiaries. The rulings cover…
PLR 1327003: IRS approves a tax-free split-off of a business into a new S corporation
The IRS ruled that an S corporation could separate part of its business into a newly formed corporation and distribute the new corporation's stock to one shareholder in exchange for that…
CCA 1326014: A planned transaction converts QSubs and disregarded entities and creates gain or loss on later stock sales
The Chief Counsel's Office analyzed a planned restructuring involving an S corporation, its qualified subchapter S subsidiaries, disregarded entities, partnerships, and buyers. It concluded that…
CCA 1326013: Notice 2008-83 does not exclude certain bank loans from NUBIG or NUBIL calculations
The Chief Counsel's Office considered whether Notice 2008-83 excluded certain bank loans from the net unrealized built-in gain and net unrealized built-in loss calculations under sections 382(h) and…
PLR 1326006: Reorganization and merger preserve tax attributes and consolidated-group status
The IRS ruled that a planned reorganization and merger would qualify under the tax-free reorganization rules. The steps included contributing a subsidiary to a new corporation, converting the…
PLR 1325010: Voting trust does not prevent target from joining parent's consolidated group
The IRS ruled that a parent corporation was treated as the direct owner of all outstanding stock of a target after acquiring the target through a merger subsidiary. Regulatory approval required the…
PLR 1325009: IRS approves tax treatment for a corporation's separation into two public companies
A publicly traded parent corporation proposed transferring one business to a newly formed subsidiary, taking the subsidiary public, and then distributing the subsidiary's stock to the parent's…
Subsidiaries treated as joining a consolidated return
A parent corporation filed a consolidated federal income tax return that included three subsidiaries, but the subsidiaries did not timely file the required Forms 1122. The subsidiaries were listed…
IRS modifies rulings for a corporate reorganization
The IRS supplemented earlier private letter rulings for a corporate reorganization after several proposed transactions were carried out in modified form. The changes involved cash distributions…
IRS denies a waiver allowing a former consolidated group to refile a consolidated return
A parent corporation had previously filed consolidated federal income tax returns, then elected S corporation status and made QSub elections for its subsidiaries. After the parent revoked its S…
IRS rules that a settlement payment will not spoil a Type C reorganization
A foreign corporation acquired a U.S. company in a transaction treated by the parties as a Type C reorganization. Some of the acquiring corporation's stock was placed in escrow to protect the…
PLR 1324010: IRS treats subsidiaries as joining a consolidated return
The IRS determined that three subsidiaries had joined their parent corporation's initial consolidated federal income tax return even though Forms 1122 were not filed with the return. The…
PLR 1324009: IRS modifies rulings on cash distributions in a corporate reorganization
The IRS supplemented and modified earlier private letter rulings concerning a planned corporate reorganization. The taxpayer changed two contributions to include cash distributions, and the IRS…
PLR 1324004: IRS denies an early consolidated-return waiver after an S corporation election
The IRS denied a parent corporation's request to waive the waiting period before it and former subsidiaries could file a new consolidated federal income tax return. The parent had elected S…
PLR 1324003: IRS approves settlement treatment in a corporate reorganization
The IRS ruled that a cash settlement paid by an acquiring corporation to former target shareholders would not be treated as a payment of property other than voting stock for purposes of the…
CCA concludes that unsupported related-party advances were not bona fide debt
Chief Counsel Advice supports the Field's position that a purported related-party loan was not bona fide debt. The record did not show a fixed maturity date, principal repayments, interest charged…
Supplemental PLR leaves a prior corporate reorganization ruling in force after transaction changes
The IRS supplemental private letter ruling addressed changes to a previously ruled corporate separation and distribution plan. The taxpayer withdrew requested rulings about several restructuring…
PLR 1323011: IRS grants more time for an extended consolidated NOL carryback election
The IRS considered a consolidated corporate group that missed the deadline to elect an extended carryback period for a consolidated net operating loss. The group showed that it reasonably relied on…
PLR 1323010: IRS grants more time to elect consolidated-return treatment
The IRS considered a parent corporation and subsidiaries that missed the deadline to elect consolidated-return treatment after an acquisition. The taxpayers showed that they reasonably relied on…
PLR 1323008: IRS grants a consolidated group more time to file section 1.1502-36 elections
The IRS considered a consolidated group that had not timely filed specified elections relating to reductions of subsidiary stock bases and tax attributes after a series of distributions and a later…
PLR 1322034: IRS grants a consolidated group more time to waive an NOL carryback
The IRS granted a consolidated corporate group 45 additional days to file an irrevocable election to relinquish the entire carryback period for a consolidated net operating loss. The parent had…
PLR 1322032: IRS says bankruptcy reorganization will not limit specified pre-change losses
The IRS ruled on a bankrupt company's planned ownership change under a Chapter 11 reorganization. The reorganized company would issue all of its stock to a qualified settlement fund holding assets…
PLR 1322008: IRS approves an insurer's conversion to a reciprocal insurer
The IRS ruled that a property and casualty insurance company could convert from a stock insurer to a reciprocal insurer through a merger and restructuring. The conversion qualified as a Type F…
PLR 1322002: IRS grants extra time for a consolidated-group election
The IRS granted a taxpayer an extension of time to file an election under Treas. Reg. § 1.1502-13(l)(3) for certain stock-elimination transactions in a consolidated group. The original common parent…
PLR 1322001: IRS excludes deferred intercompany gain after a target liquidation
The IRS ruled on the treatment of deferred intercompany gain after a target company was to merge upstream into the new common parent of a consolidated group. The gain arose from an earlier sale of…
CCA 1321018: Section 367(d) applies to an outbound reorganization's indirect disposition of intangible property
The IRS analyzed an outbound reorganization in which a domestic corporation transferred intangible property to a foreign corporation and then distributed the foreign corporation's stock to domestic…
PLR 1319005: New parent granted more time to elect consolidated filing
The IRS granted a new parent corporation 60 days to make an election to file a consolidated federal income tax return for a short tax year. The election was missed because the parent reasonably…
PLR 1317008: IRS grants extra time to make section 338(g) elections
The IRS granted a purchaser 45 days to make section 338(g) elections for the acquisition of one target and the deemed acquisitions of two subsidiaries. The elections had been missed because the…
PLR 1317005: Subsidiary treated as joining a consolidated return
The IRS treated a largely dormant subsidiary as if it had filed the required Form 1122 and joined its parent's initial consolidated federal income tax return. The subsidiary had been omitted from…
Advice on closing agreements after a foreign F reorganization
Chief Counsel's office advised that two foreign corporations converted into Societas Europaea entities could likely qualify as F reorganizations. The conclusion depended on the taxpayer's…
IRS grants extra time to waive a life subgroup loss carryback
The IRS granted a parent company 60 days to file an election relinquishing the carryback period for a consolidated loss from operations of a life insurance subgroup. The election was not timely…
CCA 1315021: Suggested legal analysis for a recapitalization
Chief Counsel advice supplies suggested language for the law section of a recapitalization analysis. It identifies the general income rule and the nonrecognition rules for exchanges of stock or…
CCA 1315020: Insolvency does not by itself disqualify a tax-free merger
Chief Counsel advice states that a merger otherwise qualifying for tax-free treatment is not disqualified merely because one corporation is insolvent. The memo separately explains that stock…
PLR 1315019: Controlled may head a consolidated group after a spin-off
The IRS ruled on a supplement to an earlier private letter ruling involving a corporate spin-off. A distributing corporation formed Controlled, transferred subsidiaries to it, and distributed…
PLR 1315016: IRS approves a multi-step corporate spin-off and related reorganizations
The IRS approved a complex series of contributions, reorganizations, and spin-offs involving several distributing and controlled corporations. The ruling treats the described contribution and…
PLR 1315009: Recapitalization and spin-off qualify for stated tax treatment
The IRS ruled on a proposed transaction in which a publicly traded parent would recapitalize a subsidiary and distribute the subsidiary's common stock pro rata to the parent's shareholders. The…
PLR 1315002: Consolidated group receives more time to make an extended NOL carryback election
The IRS granted a consolidated corporate group 60 additional days to make an election for an extended carryback period for a consolidated net operating loss. The group missed the election deadline…
PLR 1314035: Certain capital contributions excluded from an ownership-change value calculation
A loss corporation received three preferred-stock capital contributions during the two-year period before an ownership change. The taxpayer represented that the corporation used the contributions…
PLR 1314028: IRS approves merger reorganization and consolidated-group continuity
A publicly traded corporation planned to merge a target corporation into an acquirer-owned disregarded LLC after the target distributed its operating subsidiary to its shareholders. The IRS ruled…
PLR 1314008: IRS approves tax treatment for a family business restructuring
A family-owned business group proposed converting a partnership-taxed LLC into a corporation, merging two S corporations into that surviving entity, and then making an S corporation election for the…
PLR 1314003: IRS approves an F reorganization and related S corporation restructuring
An S corporation proposed a multi-step restructuring involving subsidiary liquidations, entity-classification changes, a new S corporation holding the old corporation's stock, and a conversion of…
PLR 1314001: IRS approves a multinational corporate separation and related tax-free transfers
A consolidated corporate group proposed separating business lines and reorganizing domestic and foreign subsidiaries through contributions, spin-offs, entity-classification elections, and related…
PLR 1313019: Subsidiaries treated as joining a consolidated return despite missing Forms 1122
A parent corporation asked whether its subsidiaries should be treated as having joined an initial consolidated federal income tax return even though Forms 1122 were not filed for the subsidiaries.…
PLR 1313016: Contribution and distribution qualified as a Type D reorganization
A parent corporation requested rulings on a proposed separation in which it would contribute businesses and other assets to a controlled subsidiary and then distribute the subsidiary's stock to the…
PLR 1312028: IRS approves a REIT's cash-or-stock distribution structure
The IRS ruled on a real estate investment trust's proposed distributions in which shareholders could elect to receive all cash or all common stock, subject to a cash limit and proration. The common…
PLR 1312027: IRS excludes most remaining intercompany gains in a restructuring
The IRS ruled on a consolidated corporate group's proposed mergers, liquidations, and conversions to disregarded LLCs. The group had intercompany gains from an earlier liquidation that remained…
PLR 1312025: IRS grants more time to elect an extended NOL carryback
The IRS granted a consolidated corporate group 60 additional days to elect an extended carryback period for a consolidated net operating loss. The group intended to carry the loss back under section…
PLR 1312022: IRS approves a cross-border spin-off and related reorganizations
The IRS approved a proposed transaction in which a foreign subsidiary would contribute assets to a newly classified corporation, distribute that corporation's stock in a spin-off, and complete…
PLR 1312020: IRS approves a nonprofit parent's section 355 distribution
The IRS ruled that a nonprofit parent could distribute the stock of a controlled corporation through its taxable holding company under section 355. The distribution satisfied the requirement that…
PLR 1312019: IRS grants more time to waive a consolidated group's loss carryback
The IRS granted a successor corporation 45 days to make a late election for a consolidated group to waive the entire carryback period for a consolidated net operating loss. The taxpayer had failed…
PLR 1312017: IRS approves a complex separation, spin-off, and merger plan
The IRS approved specified federal tax treatment for a large corporate separation in which a parent would separate one business from its remaining businesses, distribute stock of a controlled…
PLR 1311010: IRS treats subsidiary as joining a consolidated return despite a missing Form 1122
The IRS determined that a subsidiary should be treated as having joined its parent's short-year consolidated federal income tax return even though the return did not include the subsidiary's Form…
PLR 1310025: Consolidated group granted extra time to elect an extended NOL carryback
The IRS granted a consolidated group 60 days to make an election for an extended carryback period for a consolidated net operating loss. The election was missed because the group reasonably relied…
PLR 1310024: Consolidated group granted extra time for an extended NOL carryback election
The IRS granted a consolidated group 60 days to make an election for an extended carryback period for a consolidated net operating loss. The group missed the election deadline after relying on a…
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.