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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Consolidated group liquidations preserve specified tax attributes and exclude intercompany gains
The IRS ruled on a consolidated corporate group's plan to eliminate holding companies through mergers and complete liquidations. The ruling treats the specified liquidations under sections 332 and…
IRS waives the reconsolidation waiting period for an insurance group
The IRS waived the general waiting period that would otherwise prevent two life insurance companies from rejoining a consolidated group after leaving it. The companies had become part of another…
IRS grants extra time to waive the carryback period for consolidated net operating losses
The parent of a consolidated corporate group asked for more time to file an election waiving the entire carryback period for the group’s consolidated net operating losses. The IRS concluded that the…
IRS approves a tax-free split-off involving a subsidiary and S corporations
The IRS ruled on a proposed transaction in which an S corporation would distribute all of a subsidiary’s stock to certain shareholders in exchange for some of their parent stock. The transaction…
IRS permits a worthless stock loss after a subsidiary conversion
The IRS ruled on a consolidated group’s claim for a worthless stock loss after a wholly owned subsidiary converted from a corporation into a limited liability company treated as a disregarded…
PLR 1114014: IRS grants 75 days to file consolidated-return loss elections
The IRS granted a consolidated group 75 days to file elections related to a worthless stock loss for a subsidiary. The parent had claimed the loss on an amended return but had not timely filed the…
PLR 1114013: IRS grants 75 days to file consolidated-return loss elections
The IRS granted a consolidated group 75 days to file elections related to a worthless stock loss for a subsidiary. The parent had claimed the loss on an amended return but had not timely filed the…
PLR 1114004: IRS applies section 382 restructuring-plan rules to a proposed ownership change
The IRS ruled that a restructuring plan involving a corporate asset transfer, government financing, and proposed public offerings qualified for special treatment under IRC § 382(n). The IRS…
PLR 1113023: rescission treated a subsidiary merger as not occurring
The IRS ruled on a proposed rescission of a merger within an affiliated group of corporations. A parent corporation had merged a wholly owned subsidiary into itself, then planned to form a new…
PLR 1113022: extension granted to waive a consolidated net operating loss carryback
The IRS granted a consolidated group additional time to elect to relinquish the entire carryback period for a consolidated net operating loss. The parent intended to make the election but did not…
PLR 1113016: IRS grants extra time to file an election for a consolidated group's subsidiary stock loss
The IRS granted a consolidated corporate group 60 additional days to file a statement election related to a claimed loss on stock of a wholly owned subsidiary that had become worthless. The group…
PLR 1113014: IRS permits consolidated filing after an inadvertent deconsolidation
The IRS permitted an affiliated group to file consolidated returns beginning after a subsidiary group had unintentionally ceased to be members of the parent's consolidated group. A holding company…
PLR 1113003: IRS approves tax treatment for a three-way corporate split-up
The IRS approved the federal tax treatment of a proposed split-up designed to address continuing disputes among a corporation's shareholder groups. The corporation would transfer three groups of…
CCA 1112021: Who signs Form 872-P for a subsidiary in a consolidated group
Chief Counsel advised on the signatures required for Form 872-P when a subsidiary corporation is the tax matters partner in a consolidated group. For partnership years ending by the close of a…
CCA 1112013: Spousal attribution can make two corporations related
Chief Counsel advised that two corporations were related under section 1563(a)(2) on the described facts. The reasoning attributed a wife's one-percent stock ownership in one corporation to her…
CCA 1112012: Four corporations may form a combined group
Chief Counsel advised that Corporations A, B, C, and D could be treated as a combined group under section 1563(a)(3), after applying sections 1563(a)(1) and (a)(2). The advice also agreed that…
PLR 1112004: Proposed conversion to a mutual insurance holding company qualified as a reorganization
An insurance holding company planned to convert its structure into a mutual insurance holding company under state law. The conversion would place the existing insurance company under a new mutual…
PLR 1111003: planned corporate separation and spin-off receive nonrecognition rulings
The IRS ruled on a proposed separation of two businesses owned through an affiliated corporate group. The plan involved merging a subsidiary into a disregarded LLC, contributing interests in two…
PLR 1110006: IRS approves ownership analysis method for a proposed corporate merger
The IRS approved a proposed method for determining ownership changes under IRC § 382 in a merger involving two widely held corporations with net operating loss carryforwards. The acquiring…
PLR 1109002: The IRS approved a downstream merger as a Type A reorganization
A holding company planned to merge into a disregarded limited liability company owned by its subsidiary. The subsidiary would survive the merger, and the holding company's shareholders would receive…
PLR 1109001: The IRS approved a downstream merger as a Type A reorganization
A holding company planned to merge into a disregarded limited liability company owned by its subsidiary. The subsidiary would survive the merger, and the holding company's shareholders would receive…
PLR 1108025: Corporate reincorporation treated as a type F reorganization
The IRS ruled on a proposed transaction in which an insurance company would change its place of incorporation from one country to another under a written plan of reorganization. The company would…
PLR 1108004: Two planned corporate separations receive tax rulings
A corporate group planned two transactions to separate businesses and protect one business from the risks and liabilities of two others. In the first transaction, a corporation would contribute…
PLR 1107003: Corporate reorganizations and liquidations receive requested tax treatment
The IRS ruled on a multi-step restructuring involving foreign and domestic corporations, a partnership, a liquidation, a reorganization, stock exchanges, redemptions, and a later merger. The ruling…
PLR 1106004: Chapter 11 restructuring and spin-off receive favorable tax rulings
The IRS considered a publicly traded corporate group in Chapter 11 that proposed a series of restructurings to separate businesses, raise capital, and distribute the stock of a controlled company to…
PLR 1106001: Product rights generate conditional recognized built-in gain or loss after an ownership change
The IRS considered a loss corporation that acquired worldwide rights to develop and distribute a product, later experienced an ownership change, and then transferred part of those rights back to the…
PLR 1105031: Certain post-change bad-debt deductions are not recognized built-in losses
The IRS considered a proposed merger involving a bank holding company and a wholly owned bank subsidiary that had net operating losses and a net unrealized built-in loss. After the merger, the…
PLR 1105024: Proposed spin-off qualifies as a tax-free reorganization
A publicly held corporation proposed to transfer several assets and cash to a newly formed controlled corporation in exchange for its stock, then distribute that stock pro rata to the parent’s…
CCA 1105022: Bankruptcy plan may raise an IRC section 7874 issue
Chief Counsel advised an IRS bankruptcy coordinator about a proposed bankruptcy plan involving newly formed foreign corporations. The plan claimed that the corporations would not be treated as…
PLR 1105019: Proposed merger qualifies as a tax-free reorganization
A holding company proposed to merge into a subsidiary of another corporation, with the target shareholders receiving voting stock of the acquiring corporation. The IRS ruled that, if the merger…
PLR 1105018: IRS grants more time for a closing-of-the-books election after an ownership change
A corporation with accumulated net operating losses experienced a second ownership change and failed to make a regulatory election to close its books on the change date. The IRS granted 45…
PLR 1105003: IRS approves a tax-free spin-off of a business
An S corporation planned to separate one business from another by transferring the assets of the second business to a newly formed corporation and distributing the new corporation's stock pro rata…
PLR 1104028: A pro rata spin-off qualified as a Type D reorganization
The IRS ruled on a proposed separation of two businesses owned by one corporation. The parent would transfer Business B and its assets to a controlled subsidiary, then distribute the subsidiary's…
PLR 1104005: IRS approves tax treatment for a REIT restructuring and special dividend
A corporate group planning an initial public offering and a REIT election asked about the federal tax treatment of a proposed restructuring. The IRS ruled that a special dividend paid in cash,…
PLR 1103037: Parent receives extra time to make a consolidated-return election
A parent company and its wholly owned subsidiary intended to file a consolidated federal income tax return but did not make the election on time. The IRS found that the parent reasonably relied on a…
PLR 1103035: Subsidiaries are treated as joining their parent's consolidated return
A parent corporation asked whether two subsidiaries had joined in the parent's initial consolidated federal income tax return even though the subsidiaries' Forms 1122 were not filed with the return.…
PLR 1103032: IRS approves tax-free treatment for a corporate restructuring and statutory merger
A publicly traded parent company asked how several reorganizations would be treated after the parent and some subsidiaries entered creditor-protection proceedings. The IRS ruled that two…
PLR 1103027: Affiliated group receives more time to file a consolidated return election
A parent company asked for more time for itself and its subsidiaries to elect to file a consolidated federal income tax return. The election had not been filed by the regulatory deadline, and the…
PLR 1103026: Parent may claim a worthless-securities deduction for a subsidiary’s stock on liquidation
A parent company asked whether it could claim a worthless-securities deduction for the stock of a subsidiary that was winding up its business and would convert to a limited liability company. The…
PLR 1103010: Security agreement does not prevent subsidiary from joining its parent’s consolidated group
A US parent’s affiliated group included a subsidiary indirectly owned by a foreign parent. A government department required the subsidiary to operate under a security agreement designed to insulate…
PLR 1102046: IRS approves a tax-free corporate separation with S corporation elections
Two shareholders planned to separate two business lines by having an existing corporation transfer assets and liabilities to a newly formed corporation, then distribute the new corporation’s stock…
CCA 1052012: Stock redemptions were treated as dividends under section 301
Chief Counsel Advice addressed stock redemptions involving non-U.S. shareholders, former employees, current employees, and family shareholders. It concluded that the distributions fell under IRC §…
PLR 1051022: IRS grants extra time to waive a consolidated NOL carryback
A consolidated corporate group failed to timely file an election to relinquish the entire carryback period for a consolidated net operating loss. The group requested relief under the regulatory…
PLR 1051020: Foreign stock exchange gain may count toward loss limitation
A consolidated corporate group in bankruptcy proposed to move foreign subsidiary stock to a new disregarded LLC and then transfer the LLC interests to creditors. The IRS ruled that the resulting…
PLR 1051019: Bankruptcy reorganization rules for section 382 loss limits
A consolidated corporate group emerged from a Chapter 11 bankruptcy after a plan exchanged creditors’ claims for new debt, stock, or other rights. The IRS ruled that the group could use the…
PLR 1051016: Omitted Form 1122 forms treated as filed
A corporate group filed its first consolidated return after a reorganization but accidentally omitted Forms 1122 for multiple subsidiaries and LLCs. The members were listed on Form 851, their income…
PLR 1050026: Extension granted for a late section 338 election
The IRS granted a purchaser additional time to file a section 338(g) election after the statutory deadline had passed. The purchaser showed that it acted reasonably and in good faith, and the IRS…
PLR 1050020: IRS approved a corporate recapitalization and Type F reorganization
The IRS ruled on a proposed restructuring of a publicly traded parent's foreign holding-company structure. The plan included a recapitalization of a foreign subsidiary's common and preferred stock,…
PLR 1050013: IRS approved Type D reorganizations and tax-free stock distributions
The IRS approved a proposed restructuring by an S corporation that would transfer two business lines into newly formed corporations and distribute the new corporations' stock to the two…
CCA 1049025: Newco succeeds to an S corporation's built-in gains tax after a merger
This Chief Counsel Advice addresses a merger in which an S corporation merged into a newly formed C corporation, with the transaction treated as an asset sale for federal tax purposes. The advice…
PLR 1049024: Surviving corporation must use specified methods for loan fee OID
This ruling addresses a merger in which the surviving corporation inherited the predecessor's accounting-method items under IRC § 381. The corporations had used different methods to account for…
PLR 1049022: Parent receives more time to file a consolidated return election
This ruling concerns a parent corporation and its subsidiary that intended to file a consolidated federal income tax return but did not timely make the election. The IRS granted the parent an…
PLR 1049014: Omitted subsidiaries treated as joining a consolidated return
This ruling concerns a parent corporation that filed a consolidated return identifying 36 subsidiaries but inadvertently failed to attach Forms 1122 for those subsidiaries. The parent 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.