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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Late section 336(e) election extension granted
A partnership acquired more than 80% of an S corporation through a disregarded entity, and the parties intended to treat the stock sale as an asset sale under section 336(e). They entered the required…
Late section 336(e) election extension granted
A purchaser acquired all stock of an S corporation, and the parties intended to elect under section 336(e) to treat the stock sale as an asset sale. They did not timely attach the election statement t…
S corporation's QSub spin-off qualifies as a tax-free Type D reorganization
A closely held S corporation planned to separate businesses by transferring assets to a wholly owned QSub and distributing all QSub stock pro rata to family shareholder trusts. The distribution would …
Subsidiary group could correct an improper consolidated return
A newly formed parent acquired a corporation that already headed an affiliated group and then filed one consolidated return including the parent and that existing group. The parties had believed the a…
Consolidated group received extra time for closing-of-the-books election
A consolidated group experienced an ownership change that limited the use of its pre-change losses under IRC § 382. It did not timely elect to close its books on the change date when allocating income…
Nonstock insurance-company acquisitions qualified for section 338 election
A taxable mutual insurance company purchased the sole memberships of two taxable, nonstock nonprofit insurance companies from another nonprofit holding company. Although the targets could not issue st…
Loss corporation receives 75 days for a late closing-of-the-books election
A loss corporation underwent a § 382 ownership change, which limited its use of pre-change losses against later income. It missed the deadline to elect the closing-of-the-books method for dividing inc…
Consolidated group may exclude deferred intercompany gain after subsidiary conversion
A member of a consolidated corporate group sold interests in a foreign subsidiary to another group member, creating deferred intercompany gain under the consolidated-return rules. Later reorganization…
Parties receive more time to file a section 336(e) election statement
A partnership-taxed purchaser acquired all the stock of an S corporation through a disregarded entity. The parties intended to elect under section 336(e) to treat the qualified stock disposition as an…
Consolidated group received 75 more days to make a unified-loss stock-basis election
A consolidated group transferred a loss subsidiary, causing that subsidiary and its lower-tier companies to leave the group. The group could have elected under Treas. Reg. § 1.1502-36(d)(6)(i)(A) to r…
Debtors’ liquidation plan received another extension while assets and disputed claims are resolved
A taxpayer group sought a second supplemental ruling concerning an existing plan to liquidate debtors. It represented that it had continuously pursued liquidation as quickly as commercially reasonable…
S corporation’s business separation qualified as a tax-free spin-off
A privately held S corporation proposed separating two active businesses. It would contribute the subsidiary operating one business to a newly formed qualified subchapter S subsidiary and distribute t…
S corporation target received more time to file section 336(e) election
The parties to the sale of all stock in an S corporation intended to elect under IRC § 336(e) to treat the qualified stock disposition as an asset disposition, but the target did not timely attach the…
Foreign purchaser received more time for section 338(g) elections
A foreign corporation intended to make IRC § 338(g) elections for its deemed acquisitions of two controlled foreign corporations but discovered after the deadline that valid elections may not have bee…
Group received 75 days to apportion its section 382 limitation
Subsidiaries left a consolidated group while the group had a consolidated IRC § 382 limitation. The parent and departing subsidiaries failed to timely elect to apportion all or part of that limitation…
A family company's redemption of one shareholder's stock will not be a deemed distribution under section 305
A privately held, family-owned corporation plans to buy back (redeem) all of one family member's non-voting Class B shares for ordinary business reasons. Normally a company redeeming shares does not c…
Buyer and seller of an S corporation get more time to elect asset-sale treatment for a stock purchase
When someone buys at least 80% of a corporation's stock, a section 336(e) election lets the parties treat the stock sale as if the company had instead sold all its assets, which can give the buyer a s…
9100 relief for a late section 336(e) election treating an S corporation stock sale as an asset sale
The shareholders of an S corporation sold its stock to a buyer that is taxed as a partnership. A section 336(e) election lets the parties treat a qualifying stock sale as if it were a sale of the corp…
Tax-free Type D reorganization and section 355 spin-off separating a business line from a consolidated group
A publicly traded foreign parent company sits atop a worldwide group that includes a US subsidiary (Distributing) heading a consolidated tax group with several business lines. The group wanted to spli…
A foreign subsidiary's "hovering deficit" is ignored when computing its undistributed earnings for the Section 245A dividends-received deduction
Under Section 245A, a U.S. corporation can generally take a 100% "dividends received deduction" for the foreign-source part of a dividend it gets from a 10%-owned foreign subsidiary. How much of a div…
9100 relief to file a late Section 336(e) election treating an S corporation stock sale as an asset sale
When buyers acquire at least 80% of a corporation's stock, a Section 336(e) election can let the parties treat the stock sale as if it were a sale of the company's assets, which often gives the buyers…
9100 relief to file a late election opting out of the Section 382(l)(5) bankruptcy rule
When a company with tax losses changes ownership, Section 382 usually limits how much of those losses the new owner can use each year. A special rule, Section 382(l)(5), can apply instead when the own…
After a § 338(g) election, a subsidiary's pre-acquisition years are ignored for the worthless-stock gross-receipts test
When a company's stock in a subsidiary becomes worthless, the loss is normally a capital loss, but Section 165(g)(3) allows a more valuable ordinary loss if the subsidiary is an affiliated company and…
Tax-free spin-off of a business into a new public company, with debt-for-equity exchange
A publicly traded parent company that runs two lines of business wants to split off one of them (Business B) into a new, separately traded corporation ("Controlled") and hand that new company's stock …
A company gets more time to make the election that keeps a built-in loss from being duplicated
A taxpayer transferred property to a corporation in a tax-free section 351 exchange, but the property's tax basis was higher than its fair market value, meaning it carried a built-in loss. Section 362…
Multi-step corporate separation received tax-free reorganization rulings
A corporate group proposed a broad separation involving preliminary asset and entity transfers, multiple internal spin-offs, an external distribution to the public company's shareholders, and a merger…
IRS grants more time for a Section 336(e) election on an S corporation stock sale
A partnership bought all the stock of an S corporation from its shareholders, and the parties intended to elect under Section 336(e) to treat the stock sale as an asset sale. They did not timely attac…
Corporation receives extra time for an outbound intangible-property election
A domestic corporation was treated as transferring operating intangibles to a foreign corporation when a foreign disregarded entity elected corporate status. Its accounting firm reported the outbound …
Consolidated group receives 75 days to waive former-group loss carrybacks
A consolidated group's parent acquired corporations that had belonged to another consolidated group. The parent intended to elect to relinquish the portion of the carryback period covering the acquire…
Domestic business separation qualifies as a tax-free reorganization and distributions
A foreign-parented corporate group proposed separating a domestic subsidiary that conducted one business from domestic affiliates conducting another business. Before the separation, an intermediate su…
New captive life insurer may join the consolidated life subgroup
A parent of a life-nonlife consolidated group formed a captive life insurance subsidiary under an existing life insurance company. Another life subsidiary distributed funds to the owner, which contrib…
Supplemental rulings approve changes to a corporate separation
A distributing corporation requested supplemental rulings after changing parts of a previously approved corporate separation. The revised transaction used a series of share exchanges, redemptions, off…
Business separation and merger received nonrecognition rulings
A public company proposed separating one business from its retained businesses and combining the separated business with an unrelated public acquirer. An internal subsidiary would contribute the busin…
Late section 336(e) stock-disposition election allowed
A partnership acquired more than 80 percent of an S corporation through a disregarded entity, and the parties intended to treat the stock sale as an asset sale under section 336(e). They failed to att…
Late section 336(e) agreement and election allowed
An individual bought the stock of an S corporation, and the parties intended to treat the stock disposition as an asset sale under section 336(e). They reasonably relied on a tax professional who fail…
IRS grants an extension of time to file a late section 336(e) election for an S corporation stock sale
A buyer acquired all the stock of an S corporation from its seller. The parties wanted to treat that stock sale as if it were a sale of the S corporation's underlying assets, which they could do by ma…
Regulator-required spin-off qualifies as a tax-free section 355/368(a)(1)(D) reorganization
A domestic corporation (Distributing) ran two active businesses. Federal and state regulators required it to separate one of them (Business B) from the other (Business A). To comply, Distributing form…
Affiliated group received late consolidated return election relief
A domestic parent and its subsidiary intended to elect for their affiliated group to file a consolidated federal income tax return, but they did not timely file a valid consolidated return. The parent…
Late S corporation and section 336(e) elections allowed
Multiple purchasers acquired all the stock of a target, and the parties intended to treat the stock sale as an asset sale under section 336(e). They also intended for the target to have S corporation …
Three subsidiaries deemed to join consolidated returns
A parent corporation filed Forms 1120 that included all income, deductions, assets, and liabilities of three wholly owned subsidiaries. It did not identify the subsidiaries on Form 851, attach Forms 1…
Late section 382 apportionment election allowed
Subsidiaries left a consolidated group when the group had a consolidated section 382 limitation. The former parent and subsidiaries missed the deadline to elect under Treasury Regulation section 1.150…
Late section 382 closing-of-the-books election allowed
A loss corporation experienced an ownership change that limited its use of pre-change losses under section 382. It missed the deadline to elect to close its books on the ownership-change date, which w…
New holding company transaction qualifies as F reorganization
A corporate parent proposed placing a newly formed holding company above itself through a merger followed by the parent's conversion into a disregarded limited liability company. Existing shareholders…
Family-owned business split-off receives nonrecognition rulings
Two related families owned a corporate group conducting two separate businesses. The group proposed distributing all stock of the subsidiary conducting one business to the second family in exchange fo…
More time granted to make the § 362(e)(2)(C) basis election for a built-in-loss property transfer
A taxpayer transferred property to a corporation in a tax-free § 351 exchange, but the property's tax basis was higher than its value (a built-in loss). To stop the same loss from being duplicated, § …
Tax-free spin-off/split-off of one business line into a new public company
A publicly traded parent company runs two business lines through a global web of domestic and foreign subsidiaries. For business reasons it wants to separate one line (Business B) from the other (Busi…
Policyholders in a mutual-to-stock insurance conversion are treated as receiving and then selling the stock (companion ruling)
This is the companion ruling to a related request, issued the same day to the mutual insurance company (Corp B) rather than the acquirer (Corp A). A publicly traded company wanted to acquire the mutua…
Policyholders in a mutual-to-stock insurance conversion are treated as receiving and then selling the stock
A publicly traded company wanted to acquire a mutual insurance company by having the mutual convert into a stock insurance company. In the actual steps, the newly issued stock would go straight to the…
Two subsidiaries treated as having joined a consolidated return despite missing their Forms 1122
A parent corporation files a single consolidated tax return covering its group of subsidiaries. To join that return, each subsidiary normally files a Form 1122 consenting to be included. Here, after a…
75-day extension for a consolidated group to elect to waive its NOL carryback period
When a corporate group that files a consolidated return has a net operating loss, the default rule lets it carry that loss back to earlier years, but the group can instead elect to waive the carryback…
75-day extension to file a late Section 336(e) election treating a stock sale as an asset sale
When a buyer purchases all the stock of an S corporation, a Section 336(e) election lets the parties treat the stock sale as if it were a sale of the company's assets, which is often better for tax pu…
IRS blesses moving a corporate group's parent from abroad to the U.S. as a tax-free "F" reorganization
A multinational corporate group wanted to move its ultimate parent company's home from a foreign country to the United States, for stated business reasons. It did this through a court-sanctioned restr…
Extending post-spinoff transition arrangements does not disturb a prior tax-free separation ruling
A corporation that had earlier spun off one of its businesses into a separate public company received a favorable IRS ruling in 2021 that the separation qualified as a tax-free distribution under Sect…
Late § 336(e) election allowed so an S corporation stock sale can be treated as an asset sale
When buyers acquire at least 80% of an S corporation's stock, the seller and buyer can jointly elect under Section 336(e) to treat the sale as if the company had sold its assets, which often gives the…
Parties received more time to make a Section 336(e) election
A buyer acquired more than 80 percent of an S corporation's stock, and the parties intended to treat the stock sale as an asset sale under Section 336(e). They did not timely sign the required agreeme…
Corporate business separation qualified as a tax-free spin-off
A publicly traded corporation proposed separating one business into a newly formed controlled corporation while retaining its other businesses. The plan included asset contributions, external borrowin…
Insurance subsidiary remained in consolidated group during receivership
A parent corporation wholly owned an insurance subsidiary that entered a court-ordered receivership and liquidation. The receiver obtained management authority and title to the subsidiary's property, …
Internal and public spin-offs qualified for nonrecognition
A public corporate group proposed separating two businesses through financing transactions, an initial public offering of a controlled corporation, an internal spin-off to the public parent, and an ex…
Corporate separation received tax-free spin-off rulings
A publicly traded parent company proposed separating three controlled businesses from its remaining business. It would first place the controlled businesses in a new corporation, then distribute all o…
Two-stage business spin-off qualified for tax-free treatment
A publicly traded foreign parent proposed separating one business from its remaining businesses through two linked transactions involving newly formed foreign corporations. For U.S. tax purposes, each…
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.