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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Corporate separation received tax-free spin-off rulings
A publicly traded parent company proposed separating three controlled businesses from its remaining business. It would first place the controlled businesses in a new corporation, then distribute all…
Two-stage business spin-off qualified for tax-free treatment
A publicly traded foreign parent proposed separating one business from its remaining businesses through two linked transactions involving newly formed foreign corporations. For U.S. tax purposes,…
Professional corporations must join parent's consolidated return
A public company's subsidiary and disregarded entities planned service and stock-transfer agreements with two professional corporations. State law required licensed professionals to hold legal title…
Intragroup life-policy transfers preserved death-benefit exclusion
A consolidated corporate group planned to move pools of employee life insurance policies through several wholly owned subsidiaries. The first contribution would exchange the policies for cash below…
Parties received relief for a late Section 336(e) election
A purchaser acquired all stock of an S corporation, and the parties intended to elect under Section 336(e) to treat the stock sale as an asset sale. They relied on a qualified tax professional who…
Deferred gain was excluded and downstream merger met continuity test
A consolidated corporate group completed a sale, internal distributions, an F reorganization, and a downstream merger into a disregarded entity owned by a partly public subsidiary. An earlier stock…
Consolidated group received more time to expire unusable losses
A consolidated group acquired a target corporation with separate-return-year loss carryovers that could never be used because of a Section 382 limitation. The group intended to elect under the…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Corporate group receives 75 days to make late consolidated-return election
A parent corporation and five subsidiaries intended to elect to file a consolidated federal income tax return but did not make a valid election by the deadline. The return later filed for the group…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Proportionate stock surrenders avoid income, distribution, and gift treatment
An executive and several trusts proposed surrendering the same percentage of two classes of common shares to a corporation without receiving consideration. The corporation would retire those shares…
Cross-border business separation qualifies as two tax-free reorganizations
A publicly traded foreign parent planned to separate two business lines from two others through a series of foreign and domestic transactions. The plan included a Country B “butterfly” transaction…
Late section 336(e) election relief granted
A partnership-classified buyer acquired all the stock of an S corporation through a disregarded entity. The parties intended the stock sale to be treated as an asset sale under section 336(e), but…
Late section 336(e) election statement relief granted
A purchaser acquired all the stock of an S corporation, and the parties intended to elect under section 336(e) to treat the stock disposition as an asset disposition. They did not timely attach the…
Parties received extra time to file a section 336(e) election statement
Shareholders sold all of an S corporation's stock to a purchaser through a disregarded entity, and the parties intended to elect under section 336(e) to treat the qualified stock disposition as an…
Insurance subsidiary was allowed to join its parent's consolidated return
An affiliated corporate group timely filed a consolidated return but left out its wholly owned property and casualty insurance subsidiary. The return preparer mistakenly believed that insurance…
Parties received more time to make a section 336(e) election
An individual, acting through a disregarded trust, acquired all the stock of an S corporation from its shareholder. The parties intended to treat the stock sale as an asset sale under section…
Corporate separation qualified as a tax-free reorganization and spin-off
A foreign public company's U.S. corporate group proposed separating one business from another. The distributing corporation would form a new controlled corporation, contribute subsidiaries and…
Parties received more time to make a section 336(e) election
Purchasers acquired more than 80 percent of an S corporation's stock, and the parties intended to treat the stock sale as an asset sale under section 336(e). They did not timely enter the required…
U.S. and global business separations received tax-free treatment
A foreign public company proposed separating one category of businesses from another through preliminary internal restructurings, a U.S. contribution and spin-off, and a global spin-off. The steps…
Multi-step corporate separation received nonrecognition rulings
A publicly traded parent planned a multi-step transaction to separate one business from another through domestic and foreign subsidiary restructurings. A subsidiary would contribute the separated…
Late election to treat stock sale as asset sale allowed
A purchaser acquired all the shares of an S corporation, which later converted into a limited liability company disregarded for federal tax purposes. The parties intended to elect under section…
Consolidated group received 75 days to make a late CNOL carryback waiver
The common parent of a consolidated group failed to make a valid election to give up the entire carryback period for a consolidated net operating loss. The group represented that it had not carried…
Multi-step product-line separation qualified for tax-free distribution treatment
A foreign corporate group planned to separate an established product line from an earlier-stage product line that needed substantial capital. The plan moved the development assets and cash into a…
Omitted subsidiary treated as joining consolidated return
A parent corporation acquired two wholly owned subsidiaries and filed an initial consolidated return that included only one of them. Because of a mistake about the legal requirement to include every…
Subsidiary deemed to join consolidated returns despite missing forms
A holding company and its wholly owned subsidiary intended to report their federal income taxes on a consolidated basis. Their accounting firm prepared standalone returns for the holding company…
Extension granted for late section 336(e) election
An individual purchased all the stock of an S corporation, and the parties intended to treat the transaction as an asset sale under section 336(e). They did not timely enter the required written…
Tax-free treatment approved for internal and external spin-off distributions
A multinational corporate group proposed separating one business from its two remaining businesses through three internal stock distributions followed by a pro rata distribution to the parent's…
No investment credit recapture for intragroup partnership transfers
A member of a consolidated corporate group held interests in partnerships that owned renewable energy projects generating section 48 tax credits. The group proposed moving those partnership…
Tax-free treatment approved for multinational business spin-off
A foreign public company proposed separating one business into a new publicly traded company. Before the pro rata spin-off, U.S. group members would move specified operating assets into a U.S.…
Late section 382 value-restoration election allowed
A corporate parent and another member of its controlled group missed the deadline to elect to restore value reduced under the section 382 controlled-group rules. The election affects how the value…
Multi-step corporate separation receives tax-free rulings
A public company proposed separating one business through four internal separations followed by an external separation of a newly formed controlled corporation. The plan included contributions and…
Business separation receives tax-free reorganization rulings
A public company proposed moving one business, related entities, pension assets, and associated liabilities into a controlled corporation and then distributing at least 80 percent of that…
Corporate business separation qualifies for tax-free reorganization treatment
A publicly traded corporation proposed to separate one business into a newly formed controlled corporation while retaining its other businesses. The plan included asset and stock contributions,…
Extension granted for a section 336(e) election statement
An S corporation's shareholders sold all of its stock to a purchaser, and the parties intended to elect under section 336(e) to treat the stock sale as an asset sale. They failed to file the…
Extension granted to complete a section 336(e) election
An S corporation shareholder sold all of the corporation's stock to a purchaser, and the parties intended to elect under section 336(e) to treat the stock sale as an asset sale. They did not timely…
Extension granted to elect out of bankruptcy ownership-change relief
A parent corporation and its consolidated group underwent an ownership change while the parent and two subsidiaries were under bankruptcy court jurisdiction. The group missed the deadline to elect…
Consolidated group received 75 days to waive a loss carryback
The common parent of a consolidated corporate group failed to file a valid election to waive the entire carryback period for a consolidated net operating loss. The group represented that it had not…
Corporate separation qualified as a tax-free reorganization and distribution
A publicly traded corporation planned to separate one of two non-pharmaceutical businesses into a new publicly traded company. Both businesses had conducted regular operational and managerial…
A foreign parent's redomiciliation keeps its F-reorganization status despite a gap before the disregarded-entity election and stock trading in between
An "F reorganization" is a tax-free corporate reorganization defined as a mere change in a company's identity, form, or place of organization, and moving a corporation's place of incorporation from…
IRS blesses a multinational's tax-free spin-off separating two businesses through eight internal reorganizations and a distribution to shareholders
A publicly traded multinational parent company (Distributing Parent) ran two lines of business and wanted to separate them, keeping one (Business A) and spinning the other (Business B) off to its…
IRS grants extra time to make a Section 336(e) election treating an S corporation stock sale as an asset sale
When a buyer purchases all the stock of an S corporation, the parties can elect under IRC Section 336(e) to treat the stock sale as if it were a sale of the company's assets, which can give the…
IRS grants 75 days to make a late § 336(e) election treating an S corporation stock sale as an asset sale
When a buyer purchases all the stock of a corporation, a section 336(e) election lets the parties treat the stock sale as if it were a sale of the company's underlying assets, which usually gives…
IRS grants 75 days to make a late § 336(e) election treating an S corporation stock sale as an asset sale
When a buyer purchases all the stock of a corporation, a section 336(e) election lets the parties treat the stock sale as if it were a sale of the company's underlying assets, which usually gives…
IRS grants 75 days to make a late § 336(e) election treating an S corporation stock sale as an asset sale
When a buyer purchases all the stock of a corporation, a section 336(e) election lets the parties treat the stock sale as if it were a sale of the company's underlying assets, which usually gives…
After intangible-owning entities are brought back into the U.S. consolidated group, the § 367(d) "deemed royalty" payments are redetermined as excluded from income
A U.S. parent company heads a consolidated group. In earlier restructurings, the group had moved certain intangible property (patents, trademarks, know-how, and similar assets) offshore in tax-free…
After a reorganization brings a foreign subsidiary in-house, § 367(d) "deemed royalties" stop being taxable income
A publicly traded parent corporation heads a consolidated group. Years earlier, it had transferred intellectual property to a foreign subsidiary in a transaction governed by IRC § 367(d), which…
IRS gives a corporate buyer 75 more days to file late § 338(g) elections for acquired foreign subsidiaries
A corporation that is the parent of a consolidated group bought all the stock of a target company, and with it indirectly acquired several controlled foreign corporations (foreign subsidiaries). A §…
IRS approves a tax-free corporate spin-off separating two businesses through a chain of internal and external reorganizations
A corporate parent wanted to separate two of its business lines (Business A from Business B) and distribute Business A to its public shareholders. To do that it planned a series of transactions:…
A nonprofit cooperative's conversion to a for-profit corporation qualifies as an "F" reorganization, and redeemed capital credits are ordinary income
A nonprofit cooperative corporation (with members instead of shareholders, and "capital credit" accounts tracking each member's patronage) planned to convert into a for-profit corporation. The…
Buyers and seller of an S corporation get 75 more days to elect to treat the stock sale as an asset sale
Two individuals bought all the stock of an S corporation from its shareholder, acquiring it through disregarded entities. When a stock purchase qualifies as a "qualified stock disposition," a…
Tax-free spin-off of one business line, funded by a debt-for-equity exchange with investment banks
A publicly traded parent company (Distributing) wanted to separate one of its four business lines into a new standalone public company (Controlled) without triggering corporate or shareholder-level…
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.