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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IRS blesses a tax-free section 355 spin-off separating two businesses
A multinational corporate group wanted to separate two of its businesses into different corporate branches without triggering tax. A parent company owned a distributing corporation that ran one busine…
IRS blesses a large tax-free spin-off separating two business lines from a public company
A publicly traded company that heads a worldwide group ran four business lines across a deep web of domestic and foreign subsidiaries. It wanted to split off two of those lines (Business A and Busines…
9100 relief to file a late section 336(e) election treating an S-corp stock sale as an asset sale
An individual bought all the stock of an S corporation from its shareholders. The buyer and sellers wanted the stock purchase treated as if the company had sold its assets, an option the tax law allow…
Late election to waive the NOL carryback period granted to a consolidated group (9100 relief)
A parent company that files a consolidated tax return for its corporate group asked the IRS for extra time to make a missed election. When a consolidated group has a net operating loss (a "CNOL"), it …
IRS grants a corporate parent 75 more days to make a late election to file a consolidated return
A parent corporation that heads a group of affiliated companies wanted to file one combined ("consolidated") federal income tax return for the whole group, but it missed the deadline to make that elec…
IRS grants a corporate parent 60 more days to make a late consolidated-return election
A corporate parent wanted its affiliated group of corporations to file a single consolidated federal income tax return, with itself as the common parent, for a particular tax year. That choice, the co…
Buyer gets late-election relief to treat an S-corp stock purchase as an asset purchase
A partnership bought all the stock of an S corporation through a disregarded subsidiary. The parties intended to treat the deal, for tax purposes, as if the S corporation had sold its assets rather th…
Parties received more time to elect asset-sale treatment for an S corporation stock sale
An S corporation's shareholders sold all of its stock to a purchaser, and the parties intended to treat the transaction as an asset sale under section 336(e). A qualified tax professional failed to ad…
Consolidated group receives 75 days to waive a loss carryback
A consolidated group incurred a consolidated net operating loss and intended to give up the entire carryback period, but its return did not include a valid election statement. The parent represented t…
Tax-free spin-off of a business division, with a debt-repayment step
A parent company owns a subsidiary, "Distributing," that runs two businesses: Business A and, through a separate division, Business B. Distributing wants to split the two apart. It will form a new sub…
Two subsidiaries omitted from a consolidated return by mistake of law may be folded back in
A holding company that elected to be taxed as a corporation filed a consolidated federal income tax return for its group. All members of an affiliated group must be included in a consolidated return, …
Late election granted to treat an S corporation stock sale as an asset sale
A buyer (taxed as a partnership) bought all the stock of an S corporation. The parties wanted the stock purchase to be treated, for tax purposes, as if the company had sold its assets, which a § 336(e…
Tax-free spin-off separating two businesses of a public company
A publicly traded parent company runs two distinct lines of business and wants to separate them so that one becomes a standalone public company. It plans to gather the second business (held through a …
Tax-free split-off separating an S corporation's two businesses among feuding shareholders
An S corporation ran two separate businesses, one directly and one through a wholly owned subsidiary that had elected QSub status. Its shareholders split into camps that disagreed about the two busine…
Late-election relief to enter the agreement and statement treating an S corporation stock sale as an asset sale under section 336(e)
When a buyer purchases all the stock of an S corporation, the parties can jointly elect under section 336(e) to treat the sale as if the company sold its assets. Making that election requires two on-t…
Late-election relief to treat an S corporation stock sale as an asset sale under section 336(e)
When someone buys all the stock of an S corporation, the buyer and the selling shareholders can jointly elect under section 336(e) to treat the deal as if the company had sold its assets instead of it…
Buyer of foreign-subsidiary targets gets 75 days to make late Section 338(g) elections its tax advisor failed to file
When one corporation buys the stock of another in a "qualified stock purchase," Section 338(g) lets the buyer elect to treat the deal as if it had bought the target's assets instead of its stock, whic…
IRS blesses a nonprofit health insurer's "unstacking" into a holding-company structure, ruling its membership interests count as stock and it stays a Section 833 organization
A nonprofit, non-stock health insurance company (the kind taxed under Sections 501(m) and 833, which covers Blue Cross Blue Shield-type organizations) wanted to reorganize its corporate family under a…
Tax-free spin-off of a business subsidiary to public shareholders under section 355
A publicly traded parent company (Distributing) that runs three lines of business wanted to separate one of them (Business B, held through a wholly owned subsidiary called Controlled) into a standalon…
A supplemental ruling confirms no foreign use of a dual consolidated loss and lets a shareholder count its section 961(a) basis increase before reducing CFC stock basis on a previously-taxed-earnings distribution
This is a supplemental letter updating an earlier private ruling (from January 2021) about a multinational group's series of transactions. The only factual change is that several steps happened on lat…
A cross-border internal spin-off separating a foreign holding company from its parent chain qualifies as a tax-free section 368(a)(1)(D) reorganization and section 355 distribution
A publicly traded multinational wanted to separate one foreign business (held through a chain of foreign entities) from a related foreign holding company, all inside its corporate group. The plan invo…
A public company's external spin-off of a business, funded with debt monetization, qualifies as a tax-free section 368(a)(1)(D) reorganization and section 355 distribution
A publicly traded parent company wanted to split one of its businesses into a separate public company and hand that new company's stock to its own shareholders (a classic "spin-off"). To do it tax-fre…
Parties received more time to complete a section 336(e) election
A purchaser acquired all stock of an S corporation, after which the target converted to a disregarded limited liability company. The parties intended to elect under section 336(e) to treat the qualifi…
S corporation parties received more time for a section 336(e) election
A purchaser acquired all stock of an S corporation in a transaction represented to be a qualified stock disposition. The target, purchaser, and shareholders intended to elect under section 336(e) to t…
An S corporation target received more time for a section 336(e) election
An individual purchased all stock of a limited liability company that had elected S corporation status. The target, seller, and purchaser intended to elect under section 336(e) to treat the qualified …
A successor LLC received more time for a section 336(e) election
A partnership purchaser acquired all stock of an S corporation through disregarded entities, after which the target merged into a successor disregarded LLC. The parties intended to elect under section…
Parties received extra time to complete a section 336(e) election
A purchaser acquired all the stock of an S corporation from its shareholder, and the parties intended to elect under section 336(e) to treat the qualified stock disposition as an asset disposition. Th…
Supplemental split-off ruling clarifies the overlapping-shareholder comparison
The IRS supplemented and modified an earlier ruling involving a split-off distribution followed by a combination with another company. The change explains how the distributing corporation must compare…
IRS issues tax rulings for a business spin-off and Reverse Morris Trust combination
A publicly traded corporation proposed to separate one business into a controlled corporation and then combine that company with an unrelated public corporation. The distribution could occur as a pro …
Affiliated group received 75 days to make a late consolidated-return election
A corporate parent and its affiliated group failed to timely elect to file a consolidated federal income tax return for a redacted tax year. The parent sought discretionary relief before the IRS disco…
Consolidated group received 75 days to waive an NOL carryback period
A consolidated corporate group incurred a consolidated net operating loss and intended to give up the entire carryback period for that loss. The group filed its return consistently with that intention…
Deferred intercompany stock-distribution gain is excluded after subsidiary merger
A consolidated group acquired a subsidiary and its lower-tier subsidiary in a taxable stock purchase without a section 338 election. The acquired parent later distributed the lower-tier subsidiary’s s…
Temporary retention of spun-company shares does not show a tax-avoidance plan
A publicly traded foreign corporation planned to separate one business after first selling a minority stake in the operating subsidiary through an initial public offering. The separation used share ex…
Parties receive more time to complete a section 336(e) election
A purchaser acquired all the stock of an S corporation, and the parties intended to elect under section 336(e) to treat the stock transaction as an asset disposition. They did not fully complete the e…
Tax-free spin-off of an early-stage product line into a new subsidiary
A privately held company does research and development on two products that both need regulatory approval before they can be sold. One product is further along and needs fresh capital to reach commerc…
Late Section 336(e) election allowed for an S corporation stock sale
When buyers acquire all the stock of an S corporation, the parties can elect under Section 336(e) to treat the stock sale as if it were an asset sale, which can produce a better tax result (a stepped-…
Tax-free two-step spin-off separating a business line and pushing it up to a foreign parent
A domestic corporate group, ultimately owned by a foreign parent through a chain of disregarded entities, wanted to separate one of its two active businesses (Business B) from the other (Business A). …
Supplemental spin-off ruling lets a parent hand a spun-off subsidiary's retained shares to a bank to pay off debt without recognizing gain under section 361(c)
When a corporation spins off a subsidiary in a tax-free transaction under sections 355 and 368, it can keep some of the subsidiary's stock ("retained shares") and later use that stock to pay down its …
A parent's separation of one subsidiary's four businesses into three newly spun-off corporations qualifies as tax-free "D" reorganizations and section 355 distributions
A publicly traded parent company owns a subsidiary ("Sub 1") that runs four distinct businesses through a web of lower-tier corporations and disregarded entities. To split those businesses apart, Sub …
Buyers and seller of an S corporation get extra time to file the late election that treats their stock purchase as an asset purchase under section 336(e)
When someone buys all the stock of an S corporation, a section 336(e) election lets the parties treat the deal as if the company sold its assets instead of its stock, which usually gives the buyer a s…
Family business split-off qualified as a tax-free Type D reorganization
Three family shareholders who operated an S corporation disagreed about how to manage its business and wanted to run separate portions independently. The corporation proposed forming a controlled corp…
Buyers and seller of an S corporation get extra time to make the section 336(e) election that treats a stock sale as an asset sale
When someone buys the stock of a corporation, the tax law normally treats it as a purchase of stock. But a section 336(e) election lets the parties treat a qualifying stock sale as if the corporation …
Section 1.1502-13 redetermines a consolidated group's extra partnership depreciation deductions to reach a single-entity result
The IRS Office of Chief Counsel issued this advice to a field attorney handling a large corporation's audit protest. A consolidated group (corporations that file one joint return) shifted interests in…
Extension granted to make a section 336(e) election treating an S corp stock sale as an asset sale
When a buyer acquires all the stock of a corporation, the parties can elect under section 336(e) to treat the stock sale as if it were a sale of the company's assets, which can give the buyer a steppe…
Extension granted to make a section 338(g) election for a foreign purchaser's acquisition of a CFC
When one corporation buys all the stock of another in a "qualified stock purchase," it can make a section 338 election to treat the deal as if it had instead bought the target's assets, which resets t…
75-day extension to file a late section 336(e) election for an S corporation target
When a buyer acquires at least 80 percent of a corporation's stock, the parties can elect under IRC Section 336(e) to treat the stock sale as if it were a sale of the company's assets for tax purposes…
Tax-free rulings for a multi-step corporate reorganization and spin-off of a controlled subsidiary
A publicly traded parent corporation that files a consolidated return with its subsidiaries planned to reorganize its corporate structure and then spin off one subsidiary to its shareholders. The reor…
Tax-free split-off lets two family branches divide a closely held S corporation
A closely held S corporation is owned by two branches of a family that disagree about how to run the business. To separate, the corporation (Distributing) will form a new subsidiary (Controlled), move…
Late relief to elect out of the bankruptcy loss rule under section 382(l)(5)
Section 382 limits how much of a corporation's past losses it can use after an ownership change. A special rule, section 382(l)(5), applies when the ownership change happens in bankruptcy (a title 11 …
IRS treats a subsidiary as having consented to a consolidated return despite a missing Form 1122
A corporate parent and its wholly owned subsidiary wanted to be treated as filing a consolidated federal income tax return, but the parent had mistakenly treated the subsidiary as a disregarded entity…
The surviving company in a merger is the default agent that must sign consents extending the time to assess tax for a terminated consolidated group
When a group of related corporations files a single consolidated tax return, one entity, the "agent for the group," handles all dealings with the IRS for that year, including signing Form 872, the con…
A public company's plan to split off one business into a new company through an IPO and exchange offer qualifies as a tax-free divisive reorganization
A publicly traded parent company wanted to separate one of its business lines into a standalone public company. To do it, the parent formed a new subsidiary ("Controlled"), contributed that business t…
Supplemental spin-off ruling treats a bank debt-for-equity exchange, with a price "true-up," as tax-free under section 361
A corporation ("Distributing") had already received a private letter ruling that a planned separation of a subsidiary ("Controlled") would be a tax-free spin-off under sections 355 and 368. This lette…
Nonlife insurance subsidiary treated as joining the consolidated return
A parent corporation acquired a nonlife insurance subsidiary (Sub 1) and, when it filed the initial consolidated return for its affiliated group, left Sub 1 out: Sub 1's income and other items were no…
75-day extension to elect apportionment of a consolidated section 382 limitation to a departing subgroup
Two corporate consolidated groups asked the IRS for more time to file an election that splits up a tax attribute when a subgroup leaves one group and joins another. Section 382 limits how much of a co…
90-day extension for a consolidated group to elect to waive its NOL carryback period
When a group of affiliated corporations files one consolidated tax return and reports a net operating loss (NOL), it can normally carry that loss back to earlier years to recover past taxes, or it can…
75-day extension to elect apportionment of a consolidated section 382 limitation to a deconsolidating subgroup
Section 382 limits how much of a company's built-up losses can be used each year after an ownership change. When a subgroup that carries such a limitation leaves a consolidated group, Treas. Reg. § 1.…
Consolidated group gets 75 more days to elect to waive the carryback of its net operating loss
When a consolidated group of corporations has a net operating loss, it can choose to carry that loss back to earlier years or instead waive the carryback and only carry it forward. Waiving the carryba…
IRS rules a publicly traded parent's spin-off separating two businesses qualifies as a tax-free section 355/368(a)(1)(D) reorganization
A publicly traded parent corporation wants to split its two lines of business into two separate public companies. To do it, the parent (Distributing) forms a new subsidiary (Controlled), contributes c…
IRS grants extra time to make a late section 338(g) election for a foreign stock purchase
When one corporation buys the stock of another, § 338 lets the buyer elect to treat the stock purchase as if it had instead bought the target's assets, which can reset the tax basis of those assets. H…
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.