Are online training courses subject to Tennessee sales tax — and does it matter whether the course is taught by a live instructor or is self-paced?
Plain-English summary
The taxpayer is an out-of-state company (no Tennessee locations) that sells online career-training courses to students, including Tennessee students. Its courses come in three formats:
- Two live, instructor-led formats: a live online instructor walks through a presentation each session, takes written and verbal student questions, and the instructor and students are on video chat for the whole session. Students also get one-on-one mentoring.
- One self-paced format: there are no live classes. Students read written course modules, complete graded projects and assessments, and meet weekly one-on-one with a mentor. (Optional pre-recorded videos are also available.)
The question: which of these are subject to Tennessee sales and use tax?
The live, instructor-led courses are NOT taxable. Tennessee taxes retail sales of tangible personal property and a short list of specifically enumerated services — and "attending a live class" isn't on that list (§ 67-6-205). The catch is that the company delivers the live classes through a software platform, and Tennessee taxes the access and use of remotely accessed software (§ 67-6-231). So the Department had to decide what the student is really buying. Applying the true-object test, it found the platform is merely incidental: the student isn't interacting with a computer program, the student is interacting with a live instructor and other students in real time, and the software just facilitates that. Because the true object is live human instruction — a non-enumerated, nontaxable service — these courses are not subject to sales tax.
The self-paced course IS taxable as remotely accessed software. In the self-paced format there's no live class. Students primarily learn by reading online text modules and answering graded questions through their online accounts. Here the true object of the transaction is access to the online course modules — i.e., remotely accessed computer software — which is taxable under § 67-6-231(a). The mentoring and other extras included in the self-paced course aren't "essential or crucial" elements; without the modules to study, none of the other offerings would have any value. So the entire self-paced course is taxable when sold to a Tennessee customer.
Why software is in the picture at all. Tennessee has taxed computer software since 1977, and a 2015 amendment (Pub. Acts Ch. 514, § 22, effective July 1, 2015) made clear that remotely accessed software — software that stays in the dealer's (or its third party's) possession and is accessed by a customer over the internet — is taxed the same as software you download or install, sourced to the customer's Tennessee address (§ 67-6-231(b)). Both companies' platforms are "computer software" for this purpose; the only question is whether using that software is what the customer is paying for.
The dividing line — true object. This ruling is a clean illustration of Tennessee's true-object / bundling rule: when a transaction mixes taxable software access with a nontaxable service, you tax it by its crucial, essential, necessary, or integral element. Software that merely facilitates a live, human-taught class is incidental → nontaxable. Software (course modules) that is the thing being learned from → taxable. The Department also pointed to its earlier Revenue Ruling 17-17, which held that online training courses can be taxable, and flagged that the optional pre-recorded videos could separately be taxable specified digital products under § 67-6-233.
What this means for you
Online course and e-learning providers selling to Tennessee students
Whether your course is taxable in Tennessee turns on how it's taught, not on what it costs or that it's "education." If a live instructor teaches in real time and your platform just carries the class, the true object is nontaxable live instruction. If students mainly work through self-paced modules/software, you're selling taxable remotely accessed software and should collect Tennessee sales tax — even though you have no physical presence in the state (the tax is sourced to the student's Tennessee address).
Mind the format-by-format analysis
The same provider can have some taxable and some nontaxable courses. Don't assume one answer covers your whole catalog — classify each format by its true object. Hybrid offerings (some live sessions, some self-paced modules) need a careful look at what the student is principally paying for.
Watch the add-ons
Bundled extras (mentoring, workshops, downloadable materials) generally follow the true object — taxable if the core is taxable. But optional pre-recorded video can be a separately taxable "specified digital product" under § 67-6-233; track those charges.
Accountants and tax professionals
Remotely accessed software is taxable under § 67-6-231(a)–(b) (the 2015 Pub. Acts Ch. 514, § 22 amendment, effective July 1, 2015); only enumerated services are taxable under § 67-6-205, and live instruction isn't enumerated. Software definitions: § 67-6-102(18) (computer software), § 67-6-102(68) (prewritten software), § 67-6-102(24) (delivered electronically); "sale" reaches furnishing/transfer/loading of software at § 67-6-102(78)(C), (K). True object: Thomas Nelson, Inc. v. Olsen, 723 S.W.2d 621, 624 (Tenn. 1987); AT&T Corp. v. Johnson, 2002 WL 31247083 (Tenn. Ct. App. 2002); Rivergate Toyota, Inc. v. Huddleston, 1998 WL 83720 (Tenn. Ct. App. 1998); Ltr. Rul. 14-10. Compare Rev. Rul. 17-17 (online training taxable). Optional video as a specified digital product: § 67-6-233(b)(1)-(3). Software has been taxable since 1977 (1977 Pub. Acts Ch. 42; Commerce Union Bank, 538 S.W.2d 405; Univ. Computing Co. v. Olsen, 677 S.W.2d 445 (Tenn. 1984)).
Common questions
Q: I sell online courses to people in Tennessee. Do I charge sales tax?
A: It depends on the format. A live, instructor-led online class is generally not taxable — the software just delivers the live class, which is a nontaxable service. A self-paced course where students learn by working through online modules is taxable as remotely accessed software.
Q: We have no offices or staff in Tennessee. Does the tax still apply?
A: For the taxable (self-paced) courses, yes. Tennessee taxes remotely accessed software based on where the customer accesses it (the student's Tennessee residential or primary business address), regardless of where the seller is located.
Q: Why is a live class treated differently from a self-paced one?
A: The true object test. In a live class, the student is buying real-time human instruction and only incidentally using the platform — so it's a nontaxable service. In a self-paced course, accessing the software modules is what the student is buying — so it's taxable.
Q: What about the mentoring, workshops, and downloadable materials bundled in?
A: Bundled components follow the transaction's true object. In a taxable self-paced course, the extras don't change the result because they have no value without the modules. (Optional pre-recorded video, however, can be a separately taxable specified digital product.)
Q: Can I rely on this ruling?
A: Not directly. A Tennessee letter ruling binds the Department only as to the taxpayer and exact facts it addressed and cannot be relied on by anyone else. Confirm your own facts with a tax professional.
Citations and references
Tennessee statutes (Tenn. Code Ann.):
- § 67-6-231(a) (sale, lease, licensing, or use of computer software taxable regardless of delivery method); § 67-6-231(b) (remotely accessed dealer-possessed software taxable; sourced to the customer's Tennessee address) — 2015 Tenn. Pub. Acts Ch. 514, § 22, effective July 1, 2015
- § 67-6-205 (enumerated taxable services; live instruction is not listed)
- § 67-6-102(18) (computer software); § 67-6-102(68) (prewritten computer software); § 67-6-102(24) ("delivered electronically")
- § 67-6-102(76) (retail sale); § 67-6-102(78)(A), (C), (K) (sale; furnishing of taxable things/services; transfer or loading of software); § 67-6-102(89)(A) (tangible personal property)
- § 67-6-233(b)(1)-(3) (optional pre-recorded video content as a specified digital product)
Case law:
- Thomas Nelson, Inc. v. Olsen, 723 S.W.2d 621, 624 (Tenn. 1987) (true-object / essential-element test)
- AT&T Corp. v. Johnson, No. M2000-01407-COA-R3-CV, 2002 WL 31247083 (Tenn. Ct. App. 2002)
- Rivergate Toyota, Inc. v. Huddleston, No. 01A01-9602-CH-00053, 1998 WL 83720 (Tenn. Ct. App. 1998)
- Commerce Union Bank v. Tidwell, 538 S.W.2d 405 (Tenn. 1976); Univ. Computing Co. v. Olsen, 677 S.W.2d 445 (Tenn. 1984) (software as taxable tangible personal property since 1977)
Related guidance:
- Tenn. Dep't of Revenue Revenue Ruling 17-17 (Oct. 31, 2017) (online training courses subject to tax); Letter Ruling 14-10 (Oct. 14, 2014) (bundling and the true-object test)
Source
- Landing page: https://www.tn.gov/revenue/tax-resources/legal-resources/tax-rulings.html
- Original PDF: https://www.tn.gov/content/dam/tn/revenue/documents/rulings/sales/20-04.pdf
Original ruling text
TENNESSEE DEPARTMENT OF REVENUE
LETTER RULING # 20-04
Letter rulings are binding on the Department only with respect to the individual taxpayer
being addressed in the ruling. This ruling is based on the particular facts and circumstances
presented and is an interpretation of the law at a specific point in time. The law may have
changed since this ruling was issued, possibly rendering it obsolete. The presentation of this
ruling in a redacted form is provided solely for informational purposes and is not intended as
a statement of Departmental policy. Taxpayers should consult with a tax professional before
relying on any aspect of this ruling.
SUBJECT
The application of the Tennessee sales and use tax to instructor-led online courses and self-study
online courses.
SCOPE
This letter ruling is an interpretation and application of the tax law as it relates to a specific set of
existing facts furnished to the Department by the taxpayer. The rulings herein are binding upon the
Department and are applicable only to the individual taxpayer being addressed.
This letter ruling may be revoked or modified by the Commissioner at any time. Such revocation or
modification shall be effective retroactively unless the following conditions are met, in which case
the revocation shall be prospective only:
(A)
The taxpayer must not have misstated or omitted material facts involved in the
transaction;
(B)
Facts that develop later must not be materially different from the facts upon
which the ruling was based;
(C)
The applicable law must not have been changed or amended;
(D)
The ruling must have been issued originally with respect to a prospective or
proposed transaction; and
(E)
The taxpayer directly involved must have acted in good faith in relying upon the
ruling; and a retroactive revocation of the ruling must inure to the taxpayer’s
detriment.
FACTS
[TAXPAYER] (the “Taxpayer”) is a [STATE OTHER THAN TENNESSEE] corporation based in [CITY,
STATE]. The Taxpayer has no physical locations in Tennessee. The Taxpayer prepares students for
new careers by offering online courses in [REDACTED]. All the Taxpayer’s programs are non-degree
and unaccredited.
1
The Taxpayer’s courses may include live instructors. All courses include one-on-one online
mentoring from subject matter experts, and guided assessments to help students acquire the
knowledge and skills needed to obtain a job in a [REDACTED]-related field. Mentors help students
understand concepts, review students’ work and provide feedback, and build individual
relationships with their assigned students. Mentors use those relationships to hold their students
accountable to their goals and give them exposure to industry practices.
The following methods of instruction apply to all the Taxpayer’s programs:
•
•
•
•
•
•
•
•
•
•
Students read curriculum available at [TAXPAYER’s WEBSITE]. Each program has several
phases, and each phase concludes with a mastery evaluation in the form of a [FINAL
PROJECT] and a mock interview. Students may be required to complete an exercise from
another website that is not on [TAXPAYER’s WEBSITE].
Students complete lessons and graded projects.
Students may exchange electronic correspondence with their mentor using either [A THIRDPARTY WEBSITE], 1 or by email.
Students meet with their mentor via video chat [NUMBER OF TIMES] a week for [PERIOD OF
TIME] to [REDACTED], discuss the curriculum, and/or ask questions about projects in
progress.
Students receive feedback on their progress via electronic correspondence and sessions
with their mentor.
Students meet one-on-one with their academic [COUNSELOR] online at least [NUMBER OF
TIMES] a month. The academic [COUNSELOR’S] goal is to keep students on track in
completing their courses.
Students can engage with other students and mentors on [A THIRD-PARTY WEBSITE] via an
invite to [THIRD-PARTY WEBSITE].
Students can join [REDACTED] video call to request help from an available mentor and
discuss curriculum, ask questions, or get career support.
Students can join online live workshops. They are not required but available to all course
format students. They are primarily used by students enrolled in a [FORMAT 3] course.
Students enrolled in an [FORMAT 1] course have separate workshops.
Students in all programs are also required to attend a minimum number of [REDACTED]
meetups through www.meetup.com, 2 an on-line community the students can use to find
events in their local area that will provide them with networking opportunities.
The Taxpayer offers three course formats: [FORMAT 1, FORMAT 2, AND FORMAT 3]. Students taking
the [FORMAT 1] course are expected to dedicate at least [NUMBER] active hours to the program
through structured online classes taking place [REDACTED], and must complete [NUMBER] total
course hours. Students meeting the graduation requirements earn a [REDACTED].
Students taking the [FORMAT 2] course are expected to dedicate at least [NUMBER] hours over a
[PERIOD OF TIME]. The students in this course type are required to complete [NUMBER] total course
hours. Students meeting the graduation requirements earn a [REDACTED].
1
[REDACTED].
According to its website, “Meetup is a platform for finding and building local communities. People use Meetup to meet new
people, learn new things, find support, get out of their comfort zones, and pursue their passions, together.”
2
2
All [FORMAT 1] classes and [FORMAT 2] classes are held by a live online instructor who walks
through a presentation in each session and takes both written and verbal student questions.
Students and the instructor are on video chat for the entire session.
The [FORMAT 3] courses are self-paced and are designed to be completed in a [AMOUNT OF TIME]
period. The total number of course hours for this course type depends on the program of study but
is typically [NUMBER] hours. There is no penalty in graduating from a [FORMAT 3] course if a student
takes longer to complete the course, but students who exceed the [AMOUNT OF TIME] period are
charged additional tuition [REDACTED].
There is no live online instruction in the required portion of the [FORMAT 3] courses. Students are,
however, required to attend [NUMBER] live weekly one-on-one sessions with a mentor, who is a
subject-matter expert in the course subject, to review their work and help them with concepts they
are having trouble with.
[FORMAT 3] students are given access to course modules through their online accounts. The
modules consist of written material. Students are required to complete all sections of each module
and pass assessments that are graded by an instructor. Students must also complete a large project
for each course that is turned in and graded by an instructor. The [FORMAT 3] courses also include
optional pre-recorded video content that introduces students to specific concepts. Most students
choose to access the optional video content.
For all three course formats, students receive a pass or fail grade with written feedback and either
graduate or do not graduate. All courses have stated objectives and written lesson plans.
To take any of the Taxpayer’s online courses, a prospective student must create an account on the
Taxpayer’s server, apply for their chosen course and, once approved, pay between [AMOUNT] and
[AMOUNT] in tuition, depending on the course of study. All course content and all personal
interaction with instructors and mentors occurs online for all three course formats. Students do not
download software or course content to their personal computers. Students who are enrolled for at
least [NUMBER] months retain access to their course materials even after their enrollment ends.
3
RULINGS
1. Are the Taxpayer’s [FORMAT 1] courses, and [FORMAT 2] courses subject to the Tennessee
sales and use tax?
Ruling: No, the Taxpayer’s [FORMAT 1] courses, and [FORMAT 2] courses are live, instructorled courses and are not subject to Tennessee sales and use tax because the student is
paying to participate in a live class.
2. Are the Taxpayer’s [FORMAT 3] Courses subject to the Tennessee sales and use tax?
Ruling: Yes, the Taxpayer’s [FORMAT 3] courses are subject to Tennessee sales and use tax
because the student is paying for the use of computer software.
ANALYSIS
Under the Retailer’s Sales Tax Act, 3 retail sales in Tennessee of tangible personal property and
specifically enumerated services are subject to the sales tax, unless an exemption applies. “Retail
sale” is defined as “any sale, lease, or rental for any purpose other than for resale, sublease, or
subrent.” 4
TENN. CODE ANN. § 67-6-102(78)(A) (Supp. 2019) defines “sale” in pertinent part to mean “any transfer
of title or possession, or both, exchange, barter, lease or rental, conditional or otherwise, in any
manner or by any means whatsoever of tangible personal property for a consideration.” Tangible
personal property includes “prewritten computer software,” which is defined in TENN. CODE ANN. § 676-102(68) in pertinent part as “computer software, including prewritten upgrades, that is not
designed and developed by the author or other creator to the specifications of a specific
purchaser.” 5
In addition to the transfer of tangible personal property, the term “sale” also includes the “furnishing
of any of the things or services” taxable under the Retailers’ Sales Tax Act. 6 One of the “things”
specifically taxable is:
[t]he retail sale, lease, licensing or use of computer software in this state, including
prewritten and custom software . . . regardless of whether the software is delivered
electronically, delivered by use of tangible storage media, loaded or programmed
into a computer, created on the premises of the consumer or otherwise provided. 7
3
Tennessee Retailers’ Sales Tax Act (codified at TENN. CODE ANN. §§ 67-6-101 to -907 (2018 & Supp. 2019)).
4
TENN. CODE ANN. § 67-6-102(76) (Supp. 2019).
“Tangible personal property” includes “property that can be seen, weighed, measured, felt, or touched, or that is in any other
manner perceptible to the senses. TENN. CODE ANN. § 67-6-102(89)(A).
5
6
TENN. CODE ANN. § 67-6-102(78)(C).
7
TENN. CODE ANN. § 67-6-231(a) (2018). The term “sale” specifically includes the transfer of computer software, including the
creation of computer software on the premises of the consumer and any programming, transferring, or loading of computer
software onto a computer. TENN. CODE ANN. § 67-6-102(78)(K).
4
“Computer software” is “a set of coded instructions designed to cause a computer . . . to perform a
task.” 8 Computer software is “delivered electronically” if delivered “by means other than tangible
storage media.” 9
In response to advances in technology that allow the remote access and use of software over the
Internet, the Tennessee General Assembly adopted into law 2015 Tenn. Pub. Acts Ch. 514, § 22. This
law effectively treats all uses of computer software in this state equally, regardless of how a person
accesses the software. It amended TENN. CODE ANN. § 67-6-231 to include a new subdivision (b),
which states in pertinent part that:
[f]or purposes of subdivision (a), “use of computer software” includes the access and
use of software that remains in the possession of the dealer who provides the
software or in the possession of a third party on behalf of such dealer. If the
customer accesses the software from a location in this state as indicated by the
residential street address or the primary business address of the customer, such
access shall be deemed equivalent to the sale of licensing of the software and
electronic delivery of the software for use in the state. 10
As a result, effective for all billing periods beginning on or after July 1, 2015, the access and use of
computer software in this state, which has generally been subject to tax since 1977, 11 remains
subject to sales and use tax regardless of a customer’s chosen method of use.
Finally, whenever two or more items are sold for a single sales price and at least one of the items is
subject to sales tax, the entire sales price is subject to sales tax as a bundled transaction. 12 When a
transaction involves taxable and nontaxable components and the transaction’s true object or a
“crucial,” 13 “essential,” 14 “necessary,” 15 “consequential,” 16 or “integral” 17 element of the transaction is
8
TENN. CODE ANN. § 67-6-102(18).
9
TENN. CODE ANN. § 67-6-102(24).
10
2015 Tenn. Pub. Acts Ch. 514, § 22 (codified at TENN. CODE ANN. § 67-6-231(b)).
The General Assembly amended the definition of “tangible personal property” in 1977 to specifically include computer
software in response to the Tennessee Supreme Court’s holding to the contrary in Commerce Union Bank, 538 S.W.2d 405,
408. 1977 Tenn. Pub. Acts Ch. 42 (defining “tangible personal property” to include computer software); see also Univ.
Computing Co. v. Olsen, 677 S.W.2d 445, 447 (Tenn. 1984) (detailing the General Assembly’s actions taken to subject computer
software to sales and use tax).
11
12
See generally Tenn. Dept. of Rev. Ltr. Rul. 14-10 (Oct. 14, 2014) (discussing Tennessee law regarding bundling and the “true
object” test), available at https://www.tn.gov/content/dam/tn/revenue/documents/rulings/sales/14-10.pdf (last visited March
17, 2020).
See, e.g., Thomas Nelson, Inc. v. Olsen, 723 S.W.2d 621, 624 (Tenn. 1987) (holding that a transaction involving the sale of nontaxable intangible advertising concepts was nevertheless subject to sales tax on the entire amount of the transaction because
advertising models, which were tangible personal property, were an “essential,” “crucial,” and “necessary” element of the
transaction).
13
Id.; see also AT&T Corp. v. Johnson, No. M2000-01407-COA-R3-CV, 2002 WL 31247083 (Tenn. Ct. App. Oct. 8, 2002) (holding
that a transaction involving the sale of engineering services along with separately itemized tangible telecommunications
systems was subject to sales tax on the entire amount of the contract because “equipment, engineering, and installation
combine in this instance to produce BellSouth’s desired result: a functioning item of tangible personal property assembled on
the customer’s premises,” and further describing the engineering services as “essential” and “integral” to the sale of tangible
personal property).
14
5
subject to tax, the entire transaction is subject to sales tax. 18 Only if the true object of the
transaction is not independently subject to sales tax and the items would be subject to sales tax are
“merely incidental” to the true object of the transaction will the transaction not be subject to sales
tax. 19
[FORMAT 1] Courses, and [FORMAT 2] Courses
The [FORMAT 1] courses and the [FORMAT 2] courses are not subject to Tennessee sales and use tax
because the student is purchasing access to live classes, and the software platform is merely
incidental to the transaction. The live instructor-led classes provide the student with access to live
lectures via computer.
The use of computer software in this state that remains in possession of the dealer is subject to tax
if the access and use of the computer software is by a customer within this state. 20 Here, as part of
its [FORMAT 1] courses and [FORMAT 2] courses, the Taxpayer provides its students with web-based
access to its platform and/or to software in the possession of a third party on its behalf where the
students have access to course materials, participate in live classes, interact with mentors and
others, and participate in online meetups. Both the Taxpayer’s platform and those of third parties
providing access on the Taxpayer’s behalf constitute computer software for Tennessee sales and use
tax purposes, and the platforms are accessed by the Taxpayer’s students from locations in
Tennessee. A student’s use of the platform software, however, is merely incidental to participating in
the live class.
The primary purpose of the platform software is to provide access to a real time presentation where
the student can interact with the instructor and view presentation materials. After gaining access,
the student is not interacting with a computer program. Instead, the student interacts with the
instructor and other students. The platform only facilitates course instruction between the students
and instructor, and it is merely incidental to the instructor-led classes.
Consequently, the student is not purchasing the use of the software, but is, instead, purchasing
access to live instructor-led classes. With respect to the sales of services in Tennessee, only
specifically enumerated services are subject to tax under the Retailers’ Sales Tax Act. The Taxpayer’s
live instructor-led classes are not specifically enumerated as taxable under TENN. CODE ANN. § 67-6205 (Supp. 2019). Accordingly, the Taxpayer’s [FORMAT 1] courses, and the [FORMAT 2] courses are
not subject to the Tennessee sales and use tax. 21
15
See Thomas Nelson, Inc. v. Olsen, 723 S.W.2d 621.
See Rivergate Toyota, Inc. v. Huddleston, No. 01A01-9602-CH-00053, 1998 WL 83720, at *4 (Tenn. Ct. App. Feb. 27 1998)
(holding that a transaction involving the commission and distribution of advertising brochures was subject to sales tax on the
“entire cost of the transaction” because, although the transaction involved a number of services, the brochures themselves
“were not inconsequential elements of the transaction but, in fact, were the sole purpose of the contract”).
16
17
See AT&T Corp. v. Johnson, 2002 WL 31247083, at *8.
18
See generally Ltr. Rul. No. 14-10, supra note 12.
19
See generally id.
20
TENN. CODE ANN. § 67-6-231(b).
6
[FORMAT 3] Courses
The [FORMAT 3] courses are remotely accessed software and are subject to Tennessee sales and use
tax under TENN. CODE ANN. § 67-6-231(a). The [FORMAT 3] courses provide students with the ability to
study and learn course material by accessing computer software via the internet. As explained
above, the access and use of dealer-owned computer software by a customer in this state is subject
to tax. 22
Here, as part of its [FORMAT 3] courses, the Taxpayer provides students with access to course
modules through the students’ online accounts. Unlike the [FORMAT 1] courses and the [FORMAT 2]
courses, the [FORMAT 3] course modules do not include live, instructor-led classes. Rather, in the
[FORMAT 3] courses students primarily learn the course information by reading online text and by
answering test questions.
Although other services are included in the [FORMAT 3] courses, some of which may not be
otherwise subject to Tennessee sales and use tax, 23 none of those additional services are essential
or crucial elements of the [FORMAT 3] courses. Without the student being able to first learn new or
additional skills by studying and learning the course material through interacting with the online
course modules, none of the other service offerings would be of any value to the student. Unlike the
[FORMAT 1] courses and the [FORMAT 2] courses where the true object is access to live instructorled classes, the true object of the [FORMAT 3] courses is access to the online course modules.
Therefore, the [FORMAT 3] courses are subject to Tennessee sales tax when sold to a Tennessee
customer because they are remotely accessed software. 24
APPROVED:
David Gerregano
Commissioner of Revenue
DATE:
6/10/2020
21
See, e.g., Tenn. Dept. of Rev. Rev. Rul. 17-17 (Oct. 31, 2017) (holding that on-line training courses are subject to tax).
22
TENN. CODE ANN. § 67-6-231(b).
Note that providing students access to optional pre-recorded video content could constitute the retail sale, lease, licensing,
or use of specified digital products as described in TENN. CODE ANN. § 67-6-233(b)(1)-(3) (2018).
23
24
See e.g., Ltr. Rul. No. 17-17, supra note 21.
7