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 1202010: IRS treats a stock redemption as substantially disproportionate
The IRS ruled on the federal income tax consequences of a completed transaction involving a public corporation and a shareholder. The transaction included a corporate redemption of shares, a sale of…
PLR 1202009: IRS permits subsidiaries to join a consolidated return despite missing Forms 1122
The IRS considered whether four subsidiaries had joined their parent's initial consolidated federal income tax return even though they did not file Forms 1122. The parent and its affiliated group…
PLR 1202008: IRS permits two subsidiaries to join a consolidated return
The IRS considered whether two subsidiaries had joined their parent's initial consolidated federal income tax return even though they did not file Forms 1122. The parent included the subsidiaries'…
PLR 1202007: IRS approves tax treatment for two related corporate separations
The IRS ruled on the federal income tax consequences of two proposed corporate separations involving a publicly traded parent, its foreign subsidiaries, and two controlled corporations. In the…
PLR 1201012: IRS approves a holding-company reorganization and subsidiary transfers
The IRS approved a proposed restructuring in which a public corporation would become a holding company with separate subsidiaries for two business lines. The steps included a type F reorganization,…
PLR 1201010: IRS grants more time for a bank-affiliate disaffiliation election
The IRS granted a bank holding company 90 days to make an election to disaffiliate a failed bank subsidiary from its consolidated tax group. The state banking department had placed the institution…
PLR 1201004: IRS treats an erroneous corporation replacement as a Type F reorganization
The IRS ruled that a transaction carried out after an attorney mistakenly dissolved an existing S corporation and formed a new corporation could be treated as a Type F reorganization. The buyer had…
CCA 1152016: unpaid preferred-stock dividends are not an unreasonable redemption premium
Chief Counsel advised that accumulated preferred-stock dividends, already reported as income as they accrued, should not be treated as an unreasonable redemption premium under IRC § 1504(a)(4)(C).…
PLR 1152015: IRS approves a foreign Type F reorganization
The IRS approved a series of proposed transactions involving a domestic parent, foreign subsidiaries, a new foreign entity, and a change in entity classification. The transactions were integrated…
PLR 1152009: IRS grants more time to file an extended NOL carryback election
The IRS granted a consolidated group an extension of time to file an election for an extended carryback period for a consolidated net operating loss. The group had failed to make the election by the…
PLR 1152008: IRS approves a two-subsidiary spin-off reorganization
The IRS approved a proposed separation in which a distributing corporation would transfer parts of two businesses to two newly formed subsidiaries in exchange for their stock, then distribute the…
PLR 1151017: IRS approves a cross-border spin-off
The IRS approved a proposed distribution in which a foreign parent would separate a controlled business into a newly formed controlled company and distribute that company’s shares to the parent’s…
PLR 1151012: IRS grants time for a controlled-group value-restoration election
The IRS granted a parent and related foreign subsidiaries 45 days to file a late election under Treas. Reg. § 1.382-8(h) to restore value reduced after an ownership change. The taxpayers represented…
PLR 1150021: IRS approved tax treatment for a multi-step foreign corporate restructuring
A publicly traded corporation asked how federal tax law would apply to a restructuring of its foreign operations under several related holding companies. The planned steps included related-party…
PLR 1150019: IRS approved tax treatment for a corporate separation and spin-off
A publicly traded parent corporation asked about separating two business lines into different corporate groups. The steps included converting disregarded entities into corporations or limited…
Subsidiary treated as joining a consolidated return without Form 1122
The IRS ruled that a subsidiary was treated as having joined its parent’s consolidated federal income tax return even though Form 1122 was not filed with the return. The parent and subsidiary were…
IRS granted more time for a consolidated-loss carryback waiver election
The IRS granted an acquiring group an extension of time to file an election relinquishing the carryback period for consolidated net operating losses attributable to a target corporation. The…
IRS approved a multi-business corporate separation and spin-off plan
The IRS approved a series of internal and external corporate reorganizations designed to separate three business segments within a large affiliated group. The plan included subsidiary liquidations…
CCA 1148006: Hospital and medical practice qualify as an affiliated group
The Office of Chief Counsel reviewed whether a hospital could treat a physician-clinic corporation as a member of its consolidated group. The field memorandum agreed that the hospital held voting…
PLR 1148004: Divestiture did not alter prior corporate reorganization rulings
The IRS considered a supplemental ruling after a taxpayer changed the facts of an earlier private letter ruling involving a merger and related transactions. To obtain regulatory approval, the…
PLR 1148002: Deferred insurance claim amounts did not end affiliated-group membership
The IRS considered whether an insurance subsidiary remained a member of its parent corporation's affiliated group after a regulator required it to pay part of valid insurance claims through deferred…
PLR 1147021: IRS grants extra time to waive a consolidated group's NOL carryback
A consolidated corporate group asked the IRS for more time to elect to relinquish the entire carryback period for a consolidated net operating loss. The group intended to make the election but…
PLR 1147020: IRS treats variable-rate demand preferred shares as equity
Several closed-end regulated investment companies asked whether their variable-rate demand preferred shares would be treated as equity for federal income tax purposes. The shares would carry…
PLR 1147019: IRS grants extra time to claim a consolidated-group stock loss
A consolidated group asked the IRS for more time to file the statement needed to claim a loss on its subsidiary's stock under Treas. Reg. § 1.337(d)-2(c). The statement was required with the group's…
PLR 1147018: IRS approves a tax-free corporate split-off
A parent corporation proposed to transfer part of its operating business to a newly formed subsidiary and then distribute the subsidiary's stock to one shareholder group in exchange for that group's…
PLR 1146015: IRS grants extra time for a consolidated group to make an extended CNOL carryback election
The IRS granted a consolidated corporate group 60 days to make a late election to carry back an applicable consolidated net operating loss beyond the normal two-year period. The group had failed to…
PLR 1146014: IRS treats a subsidiary as having joined a consolidated return without Form 1122
The IRS ruled that a subsidiary was treated as having joined its parent's consolidated federal income tax return even though the subsidiary did not timely file Form 1122. The parent included the…
PLR 1146013: IRS grants extra time to elect an extended CNOL carryback period after a prior waiver
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 had previously elected to relinquish the entire…
PLR 1146007: IRS grants extra time for a newly formed group to file a consolidated return
The IRS granted a newly formed affiliated group 45 days to make a late election to file a consolidated federal income tax return with a new parent as the common parent. The group intended to make…
PLR 1146006: IRS grants extra time for a parent to file a consolidated return after an acquisition
The IRS granted a parent 45 days to make a late election to file a consolidated federal income tax return after an acquisition changed the affiliated group's common parent. The parent and three…
PLR 1146005: IRS approves a proposed split-up of a closely held S corporation
The IRS issued a private letter ruling for a closely held S corporation whose shareholders disagreed about management and wanted to split the business into two successor corporations. It ruled that…
IRS approved tax treatment for a cooperative's subsidiary conversions and asset distribution
The IRS ruled on a privately held cooperative's plan to combine utility activities at the parent level. The plan involved mergers of subsidiaries, a conversion of one subsidiary into a disregarded…
IRS approved a tax-free spin-off separating two business lines
The IRS considered a corporate separation in which a parent company would contribute a subsidiary and cash to a controlled corporation, then distribute the controlled corporation's stock pro rata to…
Parent granted 45 days to make a controlled-group value-restoration election
The IRS granted a parent company and certain foreign subsidiaries additional time to make an election to restore value under the controlled-group limitation rules of IRC § 382. The taxpayers had…
Corporate separation qualifies for section 338 elections and related tax treatment
A publicly traded parent corporation asked how a planned separation of two businesses, followed by an acquisition of the business retained by the parent, would be treated for federal income tax…
PLR 1144021: IRS grants more time to waive a consolidated net operating loss carryback
The IRS granted a consolidated group 45 days to file an election waiving the entire carryback period for a consolidated net operating loss. The election had not been timely filed even though the…
PLR 1144020: IRS grants more time to waive a consolidated net operating loss carryback
The IRS granted a consolidated group 45 days to file an election waiving the entire carryback period for consolidated net operating losses. The election had not been timely filed even though the…
PLR 1144017: IRS accepts subsidiaries into a consolidated return despite missing Forms 1122
The parent company asked whether three subsidiaries should be treated as having joined an initial consolidated federal income tax return even though Forms 1122 were not filed and one subsidiary was…
PLR 1144015: IRS treats a subsidiary as joining a consolidated return despite missing Form 1122
The parent company asked whether a subsidiary should be treated as joining its initial consolidated federal income tax return even though no Form 1122 had been filed. The parent had included the…
PLR 1144014: IRS approves a multi-step spin-off separating two business lines
Parent sought rulings on a proposed transaction separating Business B from Business A through contributions to a controlled corporation, a dividend, and a stock purchase. The IRS will disregard the…
PLR 1143017: IRS grants more time to elect out of the bankruptcy ownership-change rules
The IRS granted a corporate taxpayer 45 days to file a regulatory election under § 1.382-9(i) not to apply the special § 382(l)(5) rules after an ownership change in a title 11 case. The election…
PLR 1143015: IRS grants more time to file a consolidated return election
The IRS granted an affiliated group 45 days to make a late election to file a consolidated federal income tax return with Parent as the common parent. The group had not filed a valid election by the…
PLR 1143014: IRS approves tax treatment for an intercompany receivable transfer and two subsidiary liquidations
A foreign parent owned a foreign subsidiary that owned a domestic subsidiary group. The taxpayer planned to transfer an intercompany receivable to a lower-tier subsidiary for additional stock, then…
PLR 1143013: IRS grants extra time to file an election related to a subsidiary stock loss
A consolidated group sold the stock of a wholly owned subsidiary and was required to file a regulatory statement to elect recognition of the resulting loss. The statement was not timely filed. The…
PLR 1143012: IRS permits a parent to use purchased stock basis to reduce an excess loss account
A parent corporation owned more than 80 percent of a subsidiary’s vote and value through two classes of stock. Employee compensation deductions had produced an excess loss account in the parent’s…
PLR 1143006: IRS grants more time to make a consolidated-group NOL carryback election
A corporation acquired a group of subsidiaries and needed to make an election affecting whether net operating losses attributable to those subsidiaries could be carried back to their former…
PLR 1142010: IRS treats a subsidiary as joining a consolidated return after an inadvertent omission
The IRS treated a subsidiary as if it had filed the required Form 1122 and joined its parent's consolidated federal income tax return. The subsidiary was omitted from the Form 851 attached to the…
PLR 1142003: IRS approves a corporate liquidation and spin-off reorganization
The IRS approved the federal tax treatment of a proposed corporate separation involving complete liquidations of two subsidiaries, a contribution of assets to a newly formed controlled corporation,…
PLR 1141012: Cross-border merger qualifies for a conditional section 367 exception
A domestic publicly traded corporation and a foreign publicly traded corporation proposed combining under a newly formed foreign holding company. The IRS addressed whether U.S. shareholders…
PLR 1141011: Cross-border merger qualifies for a conditional section 367 exception
A domestic publicly traded corporation and a foreign publicly traded corporation proposed combining under a newly formed foreign holding company. The IRS addressed whether U.S. shareholders…
PLR 1141010: IRS grants more time to elect consolidated return filing
A corporate parent and its includible subsidiaries missed the deadline to elect to file a consolidated federal income tax return. The IRS found that the group acted reasonably and in good faith…
PLR 1141009: IRS grants more time to elect expiration of a subsidiary's loss carryovers
A parent of a consolidated group asked for more time to elect to treat a subsidiary's separate-return loss carryovers as expiring before the subsidiary joined the group. The election was not…
PLR 1141008: IRS grants more time to elect expiration of a subsidiary's loss carryovers
A parent of a consolidated group asked for more time to elect to treat a subsidiary's separate-return loss carryovers as expiring before the subsidiary joined the group. The election was not…
PLR 1140017: IRS approves a holding-company reorganization and related tax treatment
A publicly traded parent corporation proposed inserting a new holding company above it through a merger with a newly formed subsidiary. The parent shareholders would receive holding-company stock,…
PLR 1140016: Corporation granted more time to request a dual consolidated loss closing agreement
A successor corporation asked for extra time to request a closing agreement related to dual consolidated losses after a restructuring moved corporations from one consolidated group to another. The…
PLR 1140011: Parent granted more time to elect an extended CNOL carryback
The common parent of a consolidated group asked for extra time to elect an extended carryback period for a consolidated net operating loss. The group missed the filing deadline for the election…
PLR 1140009: Foreign subsidiary conversion and stock exchange approved
A parent company asked how a planned restructuring would be treated for federal income tax purposes. The plan converted one foreign subsidiary into another legal form, then exchanged shares of a…
PLR 1140007: Consolidated group granted more time to elect an extended NOL carryback
A consolidated corporate group asked for more time to elect an extended carryback period for a consolidated net operating loss. The election was not timely filed because the group relied on a…
PLR 1139004: IRS let a taxpayer revise its asset-disposition plans without invalidating an earlier ruling
The IRS issued a supplemental ruling concerning a previously approved transaction under IRC §§ 338 and 368. The taxpayer had originally represented that a corporation's acquired assets would not be…
PLR 1138021: Tax-free spin-off and related corporate reorganization steps
A parent corporation planned to separate one business into a newly formed controlled corporation. The proposed steps included contributions, distributions, a debt exchange, and a pro rata…
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.