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.
PLR 1222031: IRS approves a tax-free spinoff of a controlled corporation
The IRS ruled on a proposed transaction in which a parent corporation would distribute all of its stock in a controlled corporation to its shareholders in proportion to their ownership. The…
PLR 1222030: IRS grants more time to waive a consolidated NOL carryback
The IRS granted a parent corporation an extension to file an election waiving the entire carryback period for a consolidated net operating loss. The parent intended to make the election with its…
PLR 1222017: IRS rules on tax treatment of a complex section 351 combination
The IRS issued rulings on the federal tax treatment of a planned combination involving a limited liability company, a corporation, a newly formed subsidiary, and a merger subsidiary. The rulings…
PLR 1222016: IRS rules on another complex section 351 combination
The IRS issued rulings on the federal tax treatment of a planned combination involving a limited liability company, a corporation, a newly formed subsidiary, and a merger subsidiary. The rulings…
PLR 1222015: IRS rules on another complex section 351 combination
The IRS issued rulings on the federal tax treatment of a planned combination involving a limited liability company, a corporation, a newly formed subsidiary, and a merger subsidiary. The rulings…
PLR 1222014: IRS rules on another complex section 351 combination
The IRS issued rulings on the federal tax treatment of a planned combination involving a limited liability company, a corporation, a newly formed subsidiary, and a merger subsidiary. The rulings…
PLR 1220025: Consolidated group receives more time to waive NOL carryback
The IRS granted a consolidated group an extension of time to file an election relinquishing the entire carryback period for a consolidated net operating loss. The parent intended to make the…
PLR 1220022: RIC may pay special dividends in cash or stock
The IRS approved a regulated investment company’s proposed special dividends, which shareholders could elect to receive in cash or equivalent-value common stock. At least 20 percent of each…
PLR 1220020: Qualified stock purchase receives section 338(h)(10) treatment
The IRS ruled on a multinational group’s purchase of all the stock of a U.S. target from its parent and a related separation of another business. The stock purchase qualifies as a qualified stock…
PLR 1220019: Consolidated group receives more time for extended NOL carryback
The IRS granted a consolidated group 60 days to file an election extending the carryback period for a consolidated net operating loss. The parent missed the deadline after relying on a qualified tax…
PLR 1220018: Subsidiaries treated as joining a consolidated return despite missing Forms 1122
The IRS ruled that two subsidiaries were treated as having joined their parent's initial consolidated federal income tax return even though Forms 1122 were not timely filed. The subsidiaries' income…
PLR 1220016: IRS approves tax treatment for a multi-step corporate separation
The IRS ruled on a proposed separation involving three distributions and several contributions among a parent corporation, subsidiaries, and newly formed controlled corporations. The ruling treats…
PLR 1220015: IRS approves a spin-off and related corporate reorganization
The IRS approved a proposed separation of two business lines from a closely held S corporation through a spin-off, an acquisition, and a liquidation. The ruling treats the contribution and…
PLR 1220011: IRS approves a two-stage corporate spin-off
The IRS ruled on a proposed separation of Business B from a publicly traded corporate group through an internal distribution followed by a pro rata spin-off to the parent company's shareholders. The…
PLR 1220010: Foreign subsidiary reorganization qualifies as a Type F reorganization
The IRS ruled that a proposed restructuring of a foreign subsidiary into a newly formed foreign holding company would qualify as a reorganization under IRC § 368(a)(1)(F). The restructuring included…
PLR 1220009: Foreign subsidiary share repurchase and restructuring qualify for specified tax treatment
The IRS considered a multinational corporate group's plan to repurchase publicly held stock of a foreign subsidiary, reorganize that subsidiary into a newly formed foreign company, and sell the…
PLR 1220003: Consolidated group receives 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 make the election but did not…
PLR 1219003: S corporation shareholders receive a ruling on a divisive reorganization
Two related shareholders asked the IRS about the tax consequences of separating an S corporation’s business into two corporations. The proposed transaction would transfer half of the existing…
PLR 1217014: IRS treats subsidiaries as having joined a consolidated return
After a corporate separation, a controlled parent filed an initial consolidated federal income tax return but did not include Forms 1122 for its subsidiaries, and one subsidiary was omitted from…
PLR 1216027: IRS approves a tax-free spin-off of a QSub business
An S corporation planned to distribute all the stock of a wholly owned subsidiary to its shareholders. The subsidiary's qualified subchapter S subsidiary (QSub) election would terminate when the…
PLR 1216026: IRS approves a qualified stock purchase and section 338(g) election
A multinational affiliated group acquired more than 80 percent of a publicly traded foreign corporation. The group planned to sell a minority block to unrelated persons to comply with the foreign…
PLR 1216023: IRS approves a tax-free spin-off with debt and share exchanges
A publicly traded corporation planned to separate one business into a newly formed controlled corporation and distribute at least 80 percent of that corporation's stock pro rata to its shareholders.…
PLR 1216018: IRS grants more time to file consolidated return elections
A parent corporation's consolidated group sold a subsidiary and failed to timely file elections intended to reduce possible duplication of losses and avoid reduction of tax attributes. The IRS…
CCA: Coordinated investment funds treated as one entity under section 382
Chief Counsel advised that six private investment funds should be treated as one entity under Treas. Reg. § 1.382-3(a)(1) when determining whether they were a 5-percent shareholder under IRC § 382.…
IRS approves a proposed two-step corporate spin-off
The IRS issued private letter rulings on a proposed two-step contribution and spin-off involving two businesses in a corporate group. In the first step, one subsidiary would contribute stock and…
PLR 1214020: Corporation X and its subsidiaries may file a consolidated return after a distribution and merger
The IRS considered whether a corporation that had distributed stock and later merged into another corporation could be treated as the common parent of a consolidated federal income tax return. The…
PLR 1214019: IRS grants more time to make an extended 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 election had not been filed by its deadline because…
PLR 1214018: IRS grants more time to file a section 338 election
The IRS considered a request for more time to file a section 338 election after a foreign purchasing corporation acquired all of the stock of a controlled foreign corporation. The election was…
PLR 1214015: Omitted subsidiaries are treated as having joined a consolidated return
The IRS considered whether several subsidiaries omitted from a consolidated return could be treated as having filed the required Forms 1122. The parent had included the subsidiaries' income and…
PLR 1214014: Partnership conversion receives section 351 treatment and preserves post-1993 intangible basis
The IRS considered the federal tax consequences of a partnership's conversion into a corporation in connection with an initial public offering. The ruling treated the conversion as a transfer of…
PLR 1214013: Parent reorganization and downstream merger qualify as tax-free reorganizations
The IRS considered a proposed restructuring in which a parent company would exchange a subsidiary's stock, convert to a disregarded LLC, and then combine two lower-tier corporations in a downstream…
PLR 1214012: Asset sale and stock merger receive specified consolidated tax treatment
The IRS considered a complex acquisition combining an asset sale and a stock merger involving a consolidated group. The ruling addressed how the sellers' gain, distributions, taxes, and related…
PLR 1213021: Reverse merger and related transactions qualify as a reorganization
The IRS ruled on a proposed series of corporate transactions involving a reverse subsidiary merger, a distribution of a regulated subsidiary, and an upstream merger. The transaction also included…
PLR 1213019: Reverse merger and related transactions qualify as a reorganization
The IRS ruled on a proposed series of corporate transactions involving a reverse subsidiary merger, a distribution of a regulated subsidiary, and an upstream merger. The transaction also included…
PLR 1213018: Parent's spin-off and subsidiary conversion receive nonrecognition treatment
The IRS ruled on a parent corporation's plan to distribute all of a subsidiary's stock to the parent and then convert that subsidiary into a state-law limited liability company. The distribution was…
PLR 1213013: IRS approves tax treatment for a proposed asset sale and merger
The IRS ruled on the federal tax consequences of a proposed transaction in which a buyer group would acquire selected business assets and stock from a parent company's affiliated group. The IRS…
PLR 1213012: IRS waives the five-year wait for a consolidated return
The IRS waived the general five-year waiting period that applied before a corporation could rejoin a consolidated return group after leaving one. The taxpayer had become the common parent of an…
PLR 1213011: IRS rules on a disproportionate stock-warrant distribution
The IRS ruled that a corporation's distribution of warrants to purchase its common stock was a property distribution governed by section 301. The recipients had a greater interest in the corporation…
PLR 1213005: IRS approves a split-off into two controlled corporations
The IRS approved a proposed reorganization intended to resolve conflict among the shareholders of an S corporation. The corporation would transfer business assets to two newly formed controlled…
PLR 1213002: IRS approves an S corporation split-off to resolve shareholder conflict
The IRS approved a proposed split-off intended to resolve a dispute among the shareholders of an S corporation. The corporation would contribute a partnership interest to a newly formed controlled…
PLR 1213001: IRS approves a complex corporate separation and pro rata spin-off
The IRS approved a proposed separation of two business lines operated through a publicly traded parent and its subsidiaries. The steps included mergers, internal distributions of controlled-company…
PLR 1212001: IRS approves a corporate restructuring involving contributions, mergers, and reorganizations
The IRS approved the tax treatment of a proposed restructuring by an affiliated corporate group that conducts two businesses. The ruling covers contributions of assets and stock, mergers, and entity…
CCA 1211020: Counsel explains how shareholders measure gain or loss in a corporate liquidation
Chief Counsel addresses the tax consequences of a corporation's complete liquidation. Under IRC § 331, amounts received by a shareholder in a complete liquidation are treated as full payment in…
PLR 1211009: Rescinded stock sale may be followed by a valid section 338(h)(10) election
The IRS addressed a transaction in which two sellers sold stock of an S corporation, but the parties later learned that their intended section 338(h)(10) election was unavailable for that sale. The…
PLR 1211008: Proposed corporate spin-off qualifies for specified nonrecognition treatment
The IRS ruled on a proposed spin-off by a publicly traded corporation that conducted two businesses through subsidiaries. The plan included transferring a subsidiary to a newly formed corporation,…
PLR 1210018: Intercompany gain redetermined after a subsidiary merger
The IRS addressed the tax treatment of intercompany gain when a buyer subsidiary merges into a disregarded entity of another subsidiary. It ruled that the merger would eliminate the basis in certain…
PLR 1210015: Subsidiary qualifies as a life subgroup member after capital contribution
The IRS ruled that a nonlife subsidiary would qualify as an eligible corporation included as a life member of its parent group's life subgroup after receiving a capital contribution from its…
PLR 1208036: IRS approves tax treatment for four bankruptcy liquidation trusts
A corporation in Chapter 11 bankruptcy proposed a liquidation plan that would create four trusts to resolve different groups of claims and distribute remaining assets. The IRS ruled that the…
PLR 1208034: IRS approves deferred-gain treatment in a corporate merger and recapitalization
A multinational corporate group had deferred gain from an earlier transfer of a subsidiary's stock within a consolidated group. The group planned a merger, a name change, a surrender of an…
PLR 1208032: IRS grants extra time to elect an extended net operating loss carryback
A consolidated corporate group incurred a net operating loss and missed the deadline to elect an extended carryback period. The parent requested relief after relying on a tax professional who failed…
PLR 1208019: IRS approves a Type F reorganization and related tax treatment
The IRS ruled that a proposed restructuring of an affiliated corporate group would qualify as a Type F reorganization under section 368(a)(1)(F). The plan separated one business function and related…
PLR 1208017: IRS approves a divisive reorganization separating three business lines
The IRS ruled that a corporation's plan to separate three business lines among the existing corporation and two controlled corporations would qualify as two Type D reorganizations followed by…
PLR 1208002: IRS approves section 382 treatment for a bankruptcy restructuring
The IRS ruled on a publicly held corporation's proposed bankruptcy restructuring. Creditors would exchange debt for new stock, rights, warrants, or cash, while the corporation's existing common…
PLR 1208001: IRS grants late-election relief for a consolidated group's net operating loss
The IRS granted a parent corporation additional time to file an election giving up the entire net operating loss carryback period for its consolidated group's loss. The election had not been filed…
PLR 1207003: IRS granted more time to apportion a consolidated section 382 limitation
The IRS granted a parent corporation and a subsidiary 45 days to file an election apportioning a consolidated IRC § 382 limitation to the subsidiary. The election had been required with a…
PLR 1207002: IRS ruled that an S corporation stock redemption was a distribution and did not terminate its election
The IRS ruled that an S corporation's proposed cash redemption of a shareholder's non-voting stock would be treated as a property distribution under IRC §§ 301 and 302, except as provided by § 1368.…
PLR 1206010: Extension granted to make a late section 338(g) election
The IRS granted a parent corporation 45 days to file a late section 338(g) election concerning a foreign subsidiary's purchase of a target corporation's stock. The parent showed that it reasonably…
PLR 1206006: Extension granted for an extended CNOL carryback election
The IRS granted a consolidated group 60 days to make a late election for an extended carryback period for a consolidated net operating loss. The group sought to carry back the loss for more years…
PLR 1203004: Complex corporate spin-offs and related stock purchases qualify for requested tax treatment
A parent corporation planned a series of domestic and foreign restructuring transactions involving new controlled corporations, stock and asset transfers, section 338 elections, and distributions to…
PLR 1202020: IRS treats a stock redemption as substantially disproportionate
The IRS ruled that a completed corporate transaction would be treated as a substantially disproportionate redemption under IRC section 302(b)(2). A corporation redeemed shares from a shareholder who…
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.