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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Alaska Native Settlement Trust receives section 646 treatment
An Alaska Native Corporation established an irrevocable Settlement Trust under the Alaska Native Claims Settlement Act for holders of its voting Settlement Common Stock and planned to elect section 64…
Corporate group received 60 days to make a late consolidated-return election
A newly formed parent corporation acquired a C corporation and an S corporation with qualified subchapter S subsidiaries. The resulting affiliated group intended to elect consolidated federal return t…
Corporate group received extra time to elect an extended NOL carryback
A consolidated corporate group incurred a consolidated net operating loss for a qualifying tax year and wanted to carry it back beyond the ordinary two-year period. The group missed the election deadl…
Purchaser received 45 days to make a late section 338 election
A corporation acquired all the stock of a foreign target that had been a controlled foreign corporation and represented that the acquisition was a qualified stock purchase. The purchaser intended to m…
Acquisition financing did not prevent a foreign target's F reorganization
A U.S. corporate group planned to acquire the public shares of a foreign target that one group member already partly owned. Under a court-approved scheme, a new foreign company would issue short-term …
Nonprofit business separation clears three section 355 issues
A tax-exempt parent planned to separate one business from a non-stock subsidiary by contributing its assets and remaining employees to a new controlled corporation, distributing that corporation to th…
Consolidated group receives 60 days for late section 382 election
A consolidated group experienced an ownership change that limited its use of pre-change losses and credits. The group failed to make the regulatory election to close its books on the change date and a…
Late section 336(e) asset-sale election was allowed
A purchaser acquired all the stock of an S corporation, and the parties intended to elect under section 336(e) to treat the stock sale as a deemed asset sale. They did not timely execute the required …
Corporate group received more time for consolidated return election
A merger ended one consolidated group and placed the surviving corporation under a new parent. The new parent group intended to elect to file a consolidated federal income tax return, but no valid ele…
Regulated group receives rulings on a multistep corporate simplification
A regulated public company proposed a multistep simplification of its domestic and foreign subsidiary structure. The plan used check-the-box conversions, successive subsidiary liquidations, an asset c…
Spin-off may retain stock for debt exchanges without defeating control distribution
A public company proposed separating one business segment through a multistep domestic and foreign restructuring followed by three distributions. One distributing company would temporarily retain cont…
Business expansion and minority stock retention do not block proposed spin-off
A public company planned divisive reorganizations under sections 368(a)(1)(D) and 355. In one transaction, the company and two group members would contribute assets and cash to a new controlled corpor…
Affiliate service arrangements do not defeat active-business spin-off rules
A consolidated group proposed separating one business through a contribution to a new corporation, two section 355 distributions, and a later liquidation into a disregarded entity. Both the retained a…
Corporate group receives 60 days to make a late consolidated return election
A parent corporation acquired a former consolidated group and intended to file a new consolidated federal income tax return with itself as common parent. A valid election was not filed by the regulato…
Parties receive time to file a late section 336(e) election statement
A partnership purchased a controlling percentage of an S corporation's stock from its shareholders. Before the filing deadline, the parties signed binding agreements to make a section 336(e) election …
Parties receive time to file a late section 336(e) election statement
A partnership purchased a controlling percentage of an S corporation's stock from its shareholder. The parties timely signed binding agreements to make a section 336(e) election and filed the target's…
Corporate group receives 60 days to make late consolidated-return election
A corporation became the parent of a new affiliated group and intended to file a consolidated return. Its adviser prepared the return as consolidated, but a valid Form 7004 extension was not filed, so…
Parent may add an omitted subsidiary to its consolidated return
A parent and one subsidiary filed a consolidated return, while another wholly owned subsidiary filed a separate return reporting no income or deductions. The return preparer mistakenly believed that i…
Section 743 basis increases do not produce net consolidated deductions
A consolidated group transferred partnership interests through an intercompany section 332 liquidation and section 368 reorganization while section 754 elections were in effect. Chief Counsel conclude…
Cooperative restructuring avoids the section 337 change-in-status rule
A tax-exempt member-owned cooperative planned to collapse several taxable subsidiaries into one legal entity and offer both its traditional and expanded services at cost. After the restructuring, nonm…
Intragroup partnership sale terminates partnership and uses matching rules
Two disregarded entities in different chains of the same consolidated group owned a partnership, and one sold its entire interest to the other for cash. The IRS ruled that the partnership terminated u…
Intragroup partnership sale terminates partnership and uses matching rules
Two disregarded entities in different chains of the same consolidated group owned a partnership, and one sold its entire interest to the other for cash. The IRS ruled that the partnership terminated u…
Deferred intercompany stock gain is excluded after subsidiary liquidation
A consolidated group inherited a deferred intercompany gain from an earlier sale of subsidiary stock within a predecessor group. After several ownership changes and internal contributions, the subsidi…
Subsidiary stock distributed as reorganization boot triggers shareholder and corporate tax rules
A parent corporation proposed exchanging its stock in a partly owned subsidiary for new voting stock and then converting into a limited liability company that would not elect corporate status. Assumin…
Parties receive late section 336(e) election relief for S corporation stock sale
A partnership purchased a specified percentage of an S corporation's stock, and the parties intended to treat the qualified stock disposition as a deemed asset sale under IRC § 336(e). They did not ti…
IRS addresses debt, liability, ownership, and timing issues in corporate spin-off and merger
A public corporate group proposed separating one worldwide business into a new publicly held controlled corporation, followed shortly by the controlled corporation's acquisition of an unrelated merger…
Consolidated group gets more time to waive a loss carryback
A corporate parent intended to waive the carryback period for its consolidated group's net operating loss and filed a timely return consistent with that intent. The required election statement was not…
Consolidated group gets more time to waive a loss carryback
A corporate parent intended to waive the carryback period for its consolidated group's net operating loss and filed a timely return consistent with that intent. The required election statement was not…
Corporate group receives 60 days to make a late consolidated return election
A parent corporation acquired a former consolidated group and intended to file a consolidated federal income tax return with itself as the new common parent. A valid election was not filed by the regu…
Corporate group receives 60 days to make a late consolidated return election
A parent corporation acquired a subsidiary and intended to file a consolidated federal income tax return with itself as common parent. A valid election was not filed by the regulatory deadline, and th…
REIT stock-and-cash distributions qualify as property distributions
A public corporation planned to elect REIT status and distribute its accumulated pre-REIT earnings and profits through a mix of cash and common stock. Shareholders could elect cash or stock of equival…
Partnership asset transfers to a REIT were not transfers to an investment company
Several partnerships planned a coordinated restructuring that included entity conversions, two intended tax-free reorganizations, transfers of disregarded entities to a REIT for REIT stock, and an ini…
Partnership asset transfers to a REIT were not transfers to an investment company
Several partnerships planned a coordinated restructuring that included entity conversions, two intended tax-free reorganizations, transfers of disregarded entities to a REIT for REIT stock, and an ini…
Partnership asset transfers to a REIT were not transfers to an investment company
Several partnerships planned a coordinated restructuring that included entity conversions, two intended tax-free reorganizations, transfers of disregarded entities to a REIT for REIT stock, and an ini…
Partnership asset transfers to a REIT were not transfers to an investment company
Several partnerships planned a coordinated restructuring that included entity conversions, two intended tax-free reorganizations, transfers of disregarded entities to a REIT for REIT stock, and an ini…
Partnership asset transfers to a REIT were not transfers to an investment company
Several partnerships planned a coordinated restructuring that included entity conversions, two intended tax-free reorganizations, transfers of disregarded entities to a REIT for REIT stock, and an ini…
Corporate group receives 60 days to elect consolidated return filing
A holding company acquired a corporation that had headed its own consolidated group. After the acquisition, the former group continued filing under the acquired subsidiary, while the new parent filed …
IRS approves discrete tax issues in bankruptcy spinoff and planned REIT structure
A corporate subsidiary in Chapter 11 proposed transferring real estate and another operating business to a controlled corporation, distributing that corporation's stock and other consideration to cred…
S corporation receives more time for section 336(e) election statement
A purchaser acquired all stock of an S corporation for cash, and the target and shareholder had timely signed a binding agreement to make a section 336(e) election treating the stock sale as an asset …
Corporate group receives 60 days to make a late consolidated return election
A corporation left its former consolidated group and became the parent of a new affiliated group. The new group intended to file a consolidated federal income tax return, but a valid election was not …
Parties receive more time to make a section 336(e) election
An individual purchased all the stock of an S corporation, and the buyer, seller, and target intended to make a section 336(e) election to treat the stock sale as an asset disposition. They missed the…
Elective REIT stock dividend is a section 301 distribution
A publicly traded REIT planned a special dividend that let shareholders choose all stock, all cash, or a combination of the two. Cash elections could be prorated if they exceeded the available cash, b…
National security agreement does not break consolidated group status
A U.S. parent indirectly owned a subsidiary engaged in work requiring a government facility security clearance, while the U.S. parent itself was ultimately foreign-owned. A special security agreement …
Bond exchange produces issuance premium and current repurchase deductions with one integrated-tranche exception
A public parent corporation issued seven new bond tranches in exchange for bonds previously issued by a consolidated subsidiary. Because the new bonds traded on an established market, their issue pric…
Newer product segment is an expansion of an existing business for spin-off purposes
A public company planned to separate one product segment from another through a series of internal transfers followed by a pro rata spin-off. The group had conducted the retained segment's business fo…
IRS approves liability, debt exchange, and retained-stake issues in corporate spinoff
A public company planned to separate one business into a newly public controlled corporation through contributions, debt assumptions, securities and cash transfers, and distributions of controlled sto…
Consolidated group receives 60 days to elect extended NOL carryback
A consolidated corporate group incurred a consolidated net operating loss that it wanted to carry back for the extended three-, four-, or five-year period formerly available under section 172(b)(1)(H)…
Integrated section 338 election and spin-off receive specified rulings
A public company proposed separating one business into a newly formed controlled corporation through a multi-step transaction. The plan included asset distributions, a stock transfer followed by a sec…
Late section 336(e) election receives conditional relief
A purchaser acquired all the stock of an S corporation target in a transaction represented to be a qualified stock disposition. The parties intended to make a section 336(e) election, but the sharehol…
Parent group gets 60 days for consolidated return election
A parent corporation acquired another affiliated group, whose members then joined the parent's group. The parent intended to elect consolidated-return treatment for the first applicable year but did n…
Consolidated group receives late basis-reduction election relief
Two foreign subsidiaries intended to make a joint IRC § 362(e)(2)(C) election for a transfer of loss property that was intended to qualify under IRC § 351. The election would reduce the transferor's b…
Late section 336(e) election receives extension
A purchaser acquired all stock of an S corporation target in a transaction the parties represented was a qualified stock disposition. The parties intended to elect under section 336(e) to treat the st…
Foreign acquirer treated as a domestic corporation
Chief Counsel analyzed a heavily redacted restructuring in which a newly formed foreign corporation acquired the assets of a domestic corporation. It treated related cash-entitlement and equity-purcha…
Group granted time to waive loss carryback
A consolidated group intended to waive the entire carryback period for a consolidated net operating loss, and its returns were filed consistently with that intent, but the required election statement …
Retained spin-off shares qualify for later debt exchange
A public company planned to separate one business by contributing it to a new corporation and distributing most of the new corporation's shares to its shareholders. It would temporarily retain a minor…
Entity conversion fixes year of worthless stock loss
Chief Counsel assumed that a subsidiary's stock became worthless several years before the taxpayer claimed the loss. Because the subsidiary remained in the taxpayer's consolidated group, the consolida…
Specified spin-off funding and debt steps receive favorable treatment
A publicly traded parent planned to separate three businesses into three publicly traded corporations. It would contribute two businesses to newly formed subsidiaries, receive stock, cash proceeds, as…
Late consolidated return election receives 60-day extension
A new corporate parent failed to timely elect to file a consolidated federal income tax return with its subsidiaries and members of an acquired group's former consolidated group. It requested discreti…
Corporate group gets 45 days to make late consolidated election
A corporate parent failed to timely elect to file a consolidated federal income tax return with its affiliated group. The parent showed that it had reasonably relied on a qualified tax professional wh…
Guaranty funds qualify as creditors in bankruptcy stock issuance
A bankrupt parent planned to end its existence while an insolvent subsidiary continued a court-supervised liquidation. State guaranty funds had paid claims against the subsidiary and, under state law,…
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.