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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Foreign limited partnership may make a late corporate classification election
A foreign limited partnership intended to be treated as an association taxable as a corporation for U.S. federal tax purposes, but it inadvertently failed to file Form 8832. Without an election, the…
Three partnerships may make late section 754 elections
Three limited liability companies treated as partnerships failed to make section 754 elections for the year in which an owner died. A section 754 election allows partnership property basis…
Advance construction payments create partnership liabilities
A partnership entered long-term contracts to design and build industrial facilities and received certain payments before performing the related work or reporting the income. The partnership secured…
Partner guarantee shifts basis and at-risk treatment
An LLC taxed as a partnership acquired, renovated, and held hotel properties, while a separate manager handled daily hotel operations. One member personally guaranteed partnership notes, and another…
Partnership receives 120-day extension for section 754 election
An LLC taxed as a partnership intended to elect under section 754 to adjust the basis of partnership property but inadvertently failed to file a properly executed election with its return. The…
Partnership conversion continues without termination or recognition
A disregarded limited partnership owned an interest in another partnership. After a new investor exchanged its interest in the lower-tier partnership for an interest in the upper-tier entity, the…
Partnership receives 120 days to make section 754 election
A partnership timely filed its return for a year in which ownership interests were transferred but did not make a section 754 election or reflect the related basis adjustments. The partnership…
Partnership receives 120 days to make section 754 election
A general partner died and the partner's interest in a partnership transferred to another person. When preparing the partnership's return, the partnership relied on its tax adviser and did not know…
Majority partnership interest is looked through for section 351
A publicly traded limited partnership planned to receive interests in an acquired master limited partnership from a newly formed corporate entity in exchange for the taxpayer's limited-partner…
Partnership received 120 days to make section 754 election
A partnership had transfers of ownership interests during a taxable year and intended to make a section 754 election to adjust the basis of partnership property. Its tax adviser inadvertently failed…
Returned stock remains property contributed by the partner
A partner contributed three identified lots of public-company stock to a partnership. The partnership later planned to return part of one lot to that same partner after certificate numbers had…
Identified stock lots remain the partner's contributed property
A partner contributed four identified lots of public-company stock to a partnership. Certificate numbers later changed, and the partnership exchanged part of one lot for another company's stock, but…
Partnership receives 120 days for late section 754 election
A partnership issued a warrant with a note, later transferred the resulting partnership interest to the warrant holders, and entered into a redemption agreement for that interest. When filing its…
Partnership receives 120 days to make a late section 754 election
A partner died and the partner's interest in a limited partnership transferred to the surviving spouse. The partnership's tax advisor did not explain that a section 754 election was available, so…
Partnership-interest distribution triggers partnership terminations and intercompany matching
A consolidated group proposed distributing a subsidiary's minority interest in one partnership to an affiliated holding company. The holding company would then become the partnership's sole owner.…
Section 752 rules did not classify debt for foreclosure income
A partnership reported cancellation-of-debt income after junior loans secured by real estate were canceled following foreclosure. Its members had guaranteed the loans, and the partnership argued…
Partnership received extra time for section 754 election
A limited liability company taxed as a partnership failed to file a section 754 election for a year in which ownership interests were bought and sold. The partnership represented that the omission…
Section 754 election does not prevent an accounting method change
A partnership deferred gains, losses, income, and deductions from securities held through basket transactions until the contracts ended. IRS examiners determined that the partnership beneficially…
Partnership receives late section 754 election relief
A partnership failed to make a section 754 election for a year in which one member purchased part of another member’s interest because its tax advisers did not explain that the election was…
Partnership IDR restructuring is not a taxable exchange
A publicly traded partnership's corporate general partner held incentive distribution rights that entitled it to increasing shares of future profits and distributions. The partnership cancelled…
Partnership gets 120 days to make a late section 754 election
A limited liability company taxed as a partnership failed to make a section 754 election for the year in which one of its members died. It represented that it had acted reasonably and in good faith…
Partnership cannot deduct payments tied to a predecessor cooperative’s allocation notices
An exempt farmers’ cooperative had issued qualified written notices of allocation to patrons, then converted into a limited liability company taxed as a partnership. The successor partnership later…
Partnership receives 120 days for a late section 754 election
A partnership intended to make a section 754 election after a partner died and the partnership interest passed to the partner's estate. The partnership omitted the formal election statement, but its…
Partnership receives 120 days to make late section 754 election
A limited liability company treated as a partnership intended to make an IRC § 754 election after one owner transferred an interest to another person. The partnership inadvertently omitted the…
Charity assignment recast as controlled-corporation transfer
A partner assigned valuable, low-basis partnership units to a supporting organization. The next day, a newly formed corporation controlled by the partner purportedly bought the units from the…
Partnership receives late section 754 election relief
A partnership interest transferred upon a partner's death, but the partnership's tax adviser did not tell it about the availability of an IRC § 754 election. After discovering the omission, the…
Partnership receives late section 754 election relief
A limited liability company taxed as a partnership had an interest transfer upon a partner's death, but its tax adviser did not tell it about the availability of an IRC § 754 election. After…
Partnership receives 120 days for a late section 754 election
A partner died, but the partnership's tax advisers did not tell the partnership about the availability of an IRC § 754 election. The partnership therefore missed the deadline to elect basis…
Partnership LLC receives 120 days for a late section 754 election
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it about the availability of an IRC § 754 election. The LLC therefore failed to elect basis adjustments for…
Partnership may make a late section 754 election
A partner died, but the partnership's tax advisers did not tell it that an IRC § 754 election was available. The partnership therefore missed the deadline to elect basis adjustments for transfers of…
Partnership LLC may file a late section 754 election
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Partnership LLC receives late section 754 election relief
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it about the availability of an IRC § 754 election. The LLC therefore failed to elect basis adjustments for…
Partnership LLC receives a late section 754 election extension
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Partnership LLC gets 120 days for a section 754 election
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Partnership LLC may make a late section 754 election
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Partnership LLC gets late section 754 election relief
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Partnership LLC receives section 754 election relief
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Partnership LLC receives a section 754 election extension
A partner died, but the tax advisers for an LLC taxed as a partnership did not tell it that an IRC § 754 election was available. The LLC therefore failed to elect basis adjustments for transfers of…
Deemed stock distributions avoid section 732(f) basis reduction
A consolidated corporate group planned to simplify two partnership LLCs that held property subject to IRC § 704(c). One LLC would elect corporate status, causing a deemed contribution of its assets…
Partnership gets 120 days for late section 754 election
A limited liability company taxed as a partnership failed to make a timely § 754 election for the year one of its partners died. The election allows basis adjustments when partnership property is…
Partnership receives late section 754 election relief
A partner died, but the partnership's tax advisors did not tell the partnership that it could make an IRC § 754 election. The partnership therefore missed the deadline for the election in the year…
Late partnership basis election granted after partner's death
A partnership missed an IRC § 754 election after a partner died because its tax advisors did not advise it that the election was available. The IRS concluded that the partnership satisfied the…
Partnership receives 120 days to make a section 754 election after a partner's death
A limited liability company treated as a partnership failed to make an IRC § 754 election for the year in which a partner died. The partnership's advisor had not informed it that the election was…
Partnership gets late section 754 election after partner deaths
A limited liability company taxed as a partnership did not timely make a § 754 election for the year in which a partner died and partnership interests passed through estates to successors. The IRS…
Partnership receives 120 days for late section 754 election
A foreign entity classified as a partnership had ownership interests transferred during a tax year. The partnership was unaware that it could elect under IRC § 754 to adjust the basis of partnership…
Partnership receives 120 days to make a late section 754 election
A partnership failed to elect under section 754 after relying on tax advisers who did not explain that the election was available. The election would adjust the basis of partnership property under…
Partnership receives more time for a § 754 election
A partnership relied on its tax advisor to make a § 754 election after a partner died, but the advisor inadvertently omitted the election from the partnership's timely return. The partnership…
Partnership receives extension for section 754 election
A partner died, and portions of the deceased partner's partnership interest passed to two trusts. The partnership could have elected under IRC § 754 to adjust the basis of partnership property for…
Partnership received more time to make a section 754 basis-adjustment election
A limited partnership intended to make a section 754 election for the year one of its partners died. Its accountant inadvertently failed to file the election, although the partnership's timely…
Multi-step business separation qualifies for nonrecognition treatment
A corporate group proposed separating one active business from another through a series of related transactions. The plan included converting a subsidiary into a disregarded entity, moving assets to…
Refundable state investment credit is ordinary income to partner
Chief Counsel advised that a refundable New York investment tax credit paid directly to an LLC member is ordinary income to that taxpayer. The LLC neither receives nor has a right to the refund, so…
Trust may distribute series LLC interests as securities partnerships
The IRS approved a trust's plan to place diversified equity and fixed-income portfolios into two series of an LLC and distribute the series interests to remainder beneficiaries. Each series would…
Married owners presumed to form a partnership
Chief Counsel advised that an entity owned by a husband and wife is presumed to be a partnership unless they elect to treat it as disregarded. Additional facts suggesting a sham would be needed to…
IRS grants more time to make a partnership basis election
The IRS granted a limited partnership 120 more days to make a § 754 election for the year a partner died. The partnership had inadvertently failed to make the election on time, but represented that…
IRS grants more time to make a partnership basis election
The IRS granted a limited partnership 120 more days to make a § 754 election for the year a partner died. The partnership had inadvertently failed to make the election on time, but represented that…
IRS grants more time to make an LLC's section 754 election
The IRS granted a limited liability company 120 more days to make a § 754 election for the year a member died. The company had inadvertently failed to make the election on time, but represented that…
IRS grants more time to make an LLC's section 754 election
The IRS granted a limited liability company 120 more days to make a § 754 election for the year a member died. The company had inadvertently failed to make the election on time, but represented that…
IRS grants more time to make an LLC's section 754 election
The IRS granted a limited liability company 120 more days to make a § 754 election for the year a member died. The company had inadvertently failed to make the election on time, but represented that…
IRS grants more time to make an LLC's section 754 election
The IRS granted a limited liability company 120 more days to make a § 754 election for the year a member died. The company had inadvertently failed to make the election on time, but represented that…
IRS grants more time to make an LLC's section 754 election
The IRS granted a limited liability company 120 more days to make a § 754 election for the year a member died. The company had inadvertently failed to make the election on time, but represented that…
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.