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.
No determinations match these filters
Try a different search term or clear the filters.
Holding company may look through intercompany receipts for worthless-stock test
A corporate parent planned to claim an ordinary worthless-stock loss for a holding-company subsidiary after a restructuring. Section 165(g)(3) requires, among other things, that more than 90 percent o…
Corporate separation receives five specified tax rulings
A public company proposed separating two businesses into a controlled corporation that would later elect REIT status. The IRS ruled that specified asset contributions would not prevent an internal sub…
Consolidated group receives late stock loss election relief
A corporation in a consolidated group merged into its parent when its liabilities exceeded the value of its assets, causing the parent to recognize a loss on the subsidiary's stock. The group did not …
Corporate group receives late consolidated return election
A corporation was formed to acquire five subsidiaries and intended to elect consolidated federal income tax filing for the group, but a valid consolidated return was not filed by the deadline. The par…
Consolidated group receives late stock loss election relief
A corporation in a consolidated group merged into its parent when its liabilities exceeded the value of its assets, causing the parent to recognize a loss on the subsidiary's stock. The group did not …
Two businesses satisfy active management requirement
A corporation operated two businesses and was owned equally by two individual shareholders. It proposed placing one business in a newly formed controlled corporation and distributing that corporation'…
Treaty waiver excludes branch profits and excess-interest taxes
A foreign corporation conducting a U.S. business proposed liquidating its wholly owned domestic subsidiary into itself after integrating the subsidiary's operations and assets. The parties intended th…
TARP status carries over and bars extended NOL carryback election
A consolidated group tried to elect the temporary three-, four-, or five-year net operating loss carryback available under the Worker, Homeownership, and Business Assistance Act of 2009. During the lo…
Spin-off business size and deferred-compensation stock retention approved
A publicly traded parent proposed contributing a subsidiary and other assets to a newly formed controlled corporation, distributing most of the controlled corporation's stock to its shareholders, and …
Late consolidated intercompany election receives 90-day extension
A consolidated group failed to timely elect to apply the 1995 intercompany transaction regulations to earlier stock-elimination transactions with deferred gains. The parent reasonably relied on a qual…
Deferred intercompany stock gains excluded after deemed liquidations
Members of a consolidated group had two deferred intercompany gains from pre-1995 stock distributions. After later mergers, contributions, parent changes, and a proposed sequence of subsidiary convers…
Cooperative's preferred-stock exchange avoids deemed distribution
A non-stock cooperative proposed a mandatory exchange of newly issued publicly traded preferred stock for patrons' qualified written notices of allocation. Participation would be limited by recent bus…
Business size does not prevent spin-off qualification
A publicly traded real estate investment trust planned to form and distribute a controlled REIT that would continue a separate business through an acquired target. The IRS ruled that the relative size…
Exchange rights receive section 355(e) testing rules
A publicly traded partnership proposed a complex separation that combined certain businesses with another enterprise and distributed stock of a new public company. Limited partners would receive right…
Exchange rights receive section 355(e) testing rules
A publicly traded partnership proposed a complex separation that combined certain businesses with another enterprise and distributed stock of a new public company. Limited partners would receive right…
Deferred losses are recognized before distribution
A public corporation planned a series of internal transfers, a subsidiary conversion and liquidation, and a pro rata distribution of a controlled corporation. Two internal sales would produce losses w…
Consolidated group receives more time for an extended NOL carryback election
A former common parent of a consolidated group failed to timely elect an extended carryback period for a consolidated net operating loss under IRC § 172(b)(1)(H). The group explained that it reasonabl…
Open-market repurchases are treated as pro rata for section 355(e) testing
A public corporation completed a distribution of a controlled corporation followed by a merger with another public company. It later made, and planned to continue making, open-market repurchases of it…
Affiliated group receives more time to elect consolidated filing
A parent corporation and subsidiary intended to file a consolidated federal income tax return but failed to make the required election on time. The parent showed that it reasonably relied on a qualifi…
Multi-step business separation receives discrete reorganization rulings
A public parent planned a complex separation of two businesses through foreign entity restructurings, several internal distributions, a new spin company, debt exchanges, a cash transfer, and a final d…
Related-entity transfers may be treated as a direct transfer
A foreign subsidiary loaned funds to a second foreign corporation, which distributed the funds to its U.S. parent. That U.S. corporation then distributed the same funds to the common U.S. parent of th…
S corporation cannot claim ordinary loss for worthless subsidiary stock
An S corporation terminated its election, which also ended its subsidiary's qualified subchapter S subsidiary status, and claimed an ordinary worthless-stock loss under IRC § 165(g)(3). Chief Counsel …
Corporate successor is consolidated group's default substitute agent
A consolidated group's former common parent dissolved without designating a substitute agent. A domestic holding company had assumed the group's federal income tax liabilities through a bankruptcy ord…
Cash-or-stock RIC dividends are taxable property distributions
A regulated investment company planned dividends that shareholders could elect to receive in cash or common stock. Cash would equal at least 20 percent of each dividend, with cash elections prorated i…
Recognized income and gain do not defeat active-business requirement
A corporate group planned to separate one business into a newly formed controlled corporation and distribute that corporation's stock to the parent's shareholders. As part of the restructuring, a part…
Cash used in acquisition does not defeat active-business rule
A public corporation acquired an unrelated target in a reorganization using its own stock and cash. The target owned a subsidiary that planned to separate three businesses into newly formed controlled…
Amount realized defines stock value under the unified loss rule
A consolidated group sold loss-share subsidiary stock for an amount far below a valuation estimate and claimed the resulting stock loss. Chief Counsel concluded that the unified loss rule required the…
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.