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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Bankruptcy separation qualified for specified reorganization and distribution rules
A corporate group in Chapter 11 proposed separating one business into a newly corporate subsidiary and distributing that subsidiary's stock and other consideration to creditors. The IRS ruled on fifte…
Consolidated group received more time to waive loss carryback
A consolidated corporate group incurred a consolidated net operating loss and intended to waive the entire carryback period for that loss. The common parent failed to file a valid election with the gr…
Partnership interest acquisition treated as an expansion of an active business
A corporate group requested a ruling on one active-business issue affecting a proposed section 355 distribution. The distributing corporation had held a significant interest in one partnership conduct…
Preferred shares treated as common stock for consolidated adjustments
A publicly traded parent requested rulings about investment adjustments for stock of a subsidiary held within its consolidated group. The subsidiary had four stock types with different voting rights, …
Parent receives more time to request consolidated-return waiver
A corporate parent sold a subsidiary and later reacquired it within 61 months, when section 1504(a)(3) ordinarily barred the subsidiary and another company from rejoining the parent's consolidated gro…
Corporate group receives rulings on proposed restructuring
A public company's worldwide group proposed a large restructuring involving liquidations, reincorporations, contributions, internal distributions, asset sales, debt exchanges, and a public-company spi…
RIC distribution routing does not produce foreign-dividend deduction
A consolidated corporate group routed investment funds and returns from a domestic regulated investment company through a controlled foreign corporation. The structure was designed to convert interest…
S corporation receives more time for section 336(e) election
Two individuals acquired all stock of an S corporation, and the sellers and target signed a timely binding agreement to make a section 336(e) election treating the stock sale as an asset disposition. …
Foreign-stock gain agreement terminates before partnership asset sale
A U.S. parent had entered into successive gain recognition agreements after transferring one foreign subsidiary to another, liquidating the transferred subsidiary, and later bringing the remaining for…
S corporation election continues through restructuring steps
An S corporation with two business groups proposed inserting a new parent, becoming disregarded or a QSub, moving one business to the parent, and then separating the other business through a new subsi…
Business separations and related distributions receive favorable tax treatment
A public company proposed a series of internal and external distributions to separate three businesses, exchange securities of one controlled company for parent-company debt, and later convert one dis…
REIT spillover distributions take priority over stock repurchases
A real estate investment trust planned to issue a new class of stock, make spillover distributions treated as paid in the preceding tax year, and repurchase common or new shares. The REIT represented …
Consolidated group gets 60 days to waive its loss carryback
A newly combined consolidated group intended to waive the carryback period for its consolidated net operating loss but failed to attach a valid election statement to its return. The group consistently…
Consolidated group gets 60 days to waive its loss carryback
A consolidated group intended to waive the carryback period for a consolidated net operating loss but failed to attach a valid election statement to its return. Its prior and later returns were filed …
Parent may make a late CNOL carryback waiver
A consolidated group incurred a consolidated net operating loss and intended to waive the entire carryback period, but it did not file a valid election with the loss-year return. The group filed its o…
S corporation receives late section 336(e) election relief
A partnership acquired all the stock of an S corporation from its shareholders in a transaction represented to be a qualified stock disposition. The shareholders and target timely entered a binding ag…
S corporation restructuring preserves F reorganization treatment
Family trusts indirectly owned an S corporation with qualified subchapter S subsidiaries and a separate corporate group. They proposed forming a new S corporation, exchanging the old corporation's sha…
IRS approves discrete active-business and split-off issues
A public company proposed a multistep separation involving transfers of business assets and stock to a new controlled corporation, followed by exchanges and possible cleanup dispositions of that corpo…
Majority target interest is looked through for the investment-company test
A publicly traded partnership proposed to receive interests in another publicly traded partnership in exchange for its own limited-partner interests. Immediately after the exchange, the acquiring part…
Restructuring steps do not disqualify subsidiary liquidations
A public company planned to separate one business, distribute a controlled corporation, and combine that corporation with an unrelated public company. Before the separation, several corporate subsidia…
S corporation stock sale receives late asset-sale election relief
A buyer acquired all stock of an S corporation for cash, and the parties intended to elect under IRC § 336(e) to treat the deal as an asset acquisition. They missed the election because they reasonabl…
Asset acquisitions expand an existing business for spin-off rules
A corporation that had operated one business since its formation acquired several additional assets over time. It planned a divisive reorganization under IRC §§ 355 and 368(a)(1)(D). The IRS addressed…
Purchaser receives late section 338 election relief
A purchaser acquired all stock of a foreign target for cash and intended to elect under IRC § 338(g) to treat the stock purchase as an asset acquisition. The election was missed because the purchaser …
Consolidated group receives extension for extended NOL carryback
A consolidated corporate group incurred a consolidated net operating loss that it wanted to carry back for an extended period under former IRC § 172(b)(1)(H). Its common parent missed the election dea…
Elective stock-and-cash REIT dividends are taxable property distributions
A publicly traded real estate investment trust planned dividends allowing each shareholder to choose stock, cash, or a combination, subject to an aggregate cash limit of at least 20 percent of each di…
Corporate group receives 60 days to file its consolidated return election
A newly formed parent corporation acquired an existing affiliated group and intended for its own group to elect consolidated federal income tax return treatment. A valid election was not filed by the …
Consolidated group receives 60 days to waive its CNOL carryback period
A consolidated corporate group intended to waive the entire carryback period for a consolidated net operating loss but failed to attach the required election statement to its return. The group filed a…
Consolidated group receives late CNOL carryback waiver relief
A consolidated corporate group intended to waive the entire carryback period for a consolidated net operating loss but omitted the required election statement from its return. Its returns were otherwi…
Deferred revenue obligations do not increase built-in gain after an ownership change
A loss corporation received prepaid income before an ownership change for services it would perform afterward. It treated the related deferred revenue obligations as increasing its net unrealized buil…
REIT's elective cash-and-stock distributions receive property-distribution treatment
A publicly traded corporation planning to elect real estate investment trust status proposed distributions in which shareholders could choose cash or common stock. Cash would equal at least 20 percent…
Parent receives more time for unified-loss basis election
The parent of a consolidated group transferred stock of a subsidiary in a restructuring and missed the deadline for an election under Treas. Reg. § 1.1502-36. The election would reduce the parent's ba…
Consolidated group receives more time to waive loss carryback
A consolidated corporate group incurred a consolidated net operating loss and intended to give up the loss carryback period. Its return was prepared consistently with that choice, but a valid election…
IRS approves discrete mechanics of corporate separation
Two public-company groups combined and proposed separating one business into a new public company through internal contributions, distributions, borrowing, and shareholder exchanges. The IRS ruled on …
Delayed stock dispositions do not disturb prior spin-off ruling
A taxpayer asked the IRS to supplement an earlier ruling on a corporate spin-off under IRC § 355. Registration of retained controlled-company stock with the Securities and Exchange Commission had been…
IRS approves three discrete issues in planned business spin-off
A publicly traded company proposed separating one business division into a new controlled corporation after internal subsidiary liquidations and asset transfers. The IRS ruled that a component's reven…
A split-off and related merger cleared five discrete tax issues
A corporate group proposed placing cash and interests in operating entities into a new subsidiary, then distributing all of that subsidiary's stock to one shareholder in exchange for the shareholder's…
A split-off and related merger cleared five discrete tax issues
A corporate group proposed placing cash and interests in operating entities into a new subsidiary, then distributing all of that subsidiary's stock to one shareholder in exchange for the shareholder's…
A late deemed-sale election received a 60-day extension
A corporation left its parent's consolidated group after an initial public offering and elected regulated investment company status. The parent should have filed an election under Treasury Regulation …
A late section 336(e) election statement received more time
A disregarded buyer acquired all the stock of an S corporation in a transaction the parties intended to treat as an asset disposition under section 336(e). The seller and target signed the required bi…
A complex business separation cleared eight discrete tax issues
A public company proposed a 46-step restructuring to separate one business into a publicly distributed spin-off company. The plan included internal contributions and distributions, liquidations follow…
An acquired business segment counted as an existing-business expansion
A foreign-parented group acquired a subsidiary chain containing an operating business through a transaction intended to qualify as a section 368(a)(1)(D) asset reorganization. One segment of that busi…
Parties granted late section 336(e) election relief
A purchaser acquired at least 80 percent of an S corporation's stock through a disregarded LLC. The purchaser, seller, and target intended to elect under IRC § 336(e) to treat the qualified stock disp…
Partnership-interest transfers avoided investment-company treatment
Owners of several operating partnerships planned to transfer their partnership interests to a newly formed company in exchange for shares, with some owners receiving cash. The company also planned a p…
Cross-border target transaction treated as liquidation and qualified stock purchase
A U.S. parent planned to acquire a publicly traded foreign target through a foreign disregarded acquisition subsidiary. Depending on the ownership level after the tender offer, the target would either…
Partnership-interest transfers do not trigger the investment company exception
Taxpayers owned interests in three partnerships that held operating assets and conducted several redacted business activities. They planned to form a company that would elect corporate and real estate…
IRS grants extra time to waive a consolidated net operating loss carryback
A parent corporation intended to elect out of the entire carryback period for its consolidated group's net operating loss, and the group filed its returns consistently with that intent. The required e…
Consolidated group receives extension to waive NOL carryback
A consolidated group intended to waive the carryback period for a consolidated net operating loss, and its other returns were consistent with that intent, but it failed to file a valid election with t…
Unidentified revenue ruling is compatible with the proposed approach
The released Chief Counsel email is extremely brief. It addresses an unidentified revenue ruling in connection with an approach that is not described in the public release. The author says the ruling …
Circular note transfers in a planned spin-off are disregarded
A public company planned to separate two businesses through a series of domestic and foreign restructuring steps followed by a distribution of a controlled corporation. One subsidiary would sell stock…
Partnership contributions are not a purchase under section 355(d)
A public parent corporation planned to separate two businesses after subsidiaries had contributed assets, mostly stock in foreign entities, to a partnership in section 721 transactions. The planned st…
Consolidated group receives more time to elect extended loss carryback
A parent corporation failed to timely elect an extended carryback period for a consolidated net operating loss. The failure occurred after the parent reasonably relied on a qualified tax professional …
Debt purchase does not prevent tax-free securities exchange
A public company planned to separate business assets into a newly formed controlled corporation and distribute that corporation's stock to shareholders. As part of the transaction, a bank would first …
Complex business separation receives discrete spin-off rulings
A publicly traded corporate group planned to separate one business through many domestic and foreign restructurings, contributions, distributions, debt exchanges, and later dispositions of retained st…
Deferred intercompany gains are excluded after subsidiary mergers
A consolidated group was carrying two deferred intercompany gains from earlier distributions of member stock under section 311(b). The group proposed a downstream merger followed by an upstream merger…
Purchaser receives more time for section 338 elections
A U.S. purchaser acquired a foreign target and indirectly acquired the target's foreign affiliates in a transaction represented to be a qualified stock purchase. The purchaser intended to make section…
Reincorporation does not bar potential F reorganization
A publicly traded parent planned a holding-company restructuring involving a merger, conversion of the original corporation into a disregarded limited liability company, asset and ownership transfers,…
S corporation receives more time for a section 336(e) election statement
A partnership bought all stock of an S corporation in a transaction represented to be a qualified stock disposition. The parties timely signed a binding agreement to make a section 336(e) election, wh…
Consolidated group receives more time to elect an extended NOL carryback
A consolidated corporate group incurred a net operating loss eligible for the extended carryback rules then available under section 172(b)(1)(H). The common parent intended to carry the loss back beyo…
Consolidated group may make a late NOL carryback waiver
A consolidated corporate group intended to waive the entire carryback period for a consolidated net operating loss and filed its returns consistently with that intent, but a valid election statement m…
Consolidated group receives relief to make a late NOL carryback waiver
A consolidated corporate group failed to file a valid election waiving the carryback period for a consolidated net operating loss. The parent requested relief before the IRS discovered the failure and…
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.