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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Nuclear decommissioning funds may convert pooled investments to partnership treatment
Six qualified nuclear decommissioning funds pooled their assets for investment and had elected to exclude the pooling arrangement from subchapter K partnership rules. They sought to revoke that electi…
Converting an LLC partnership into a limited partnership was tax-free
A limited liability company taxed as a partnership planned to convert under state law into a limited partnership. New disregarded entities would become the general partners, but their regarded owners …
Partnership receives 120 days for section 754 election
A limited liability company taxed as a partnership experienced a transfer of a partnership interest after a member died. Although the partnership timely filed its return for the transfer year, it inad…
Partnership losses are limited by partners' economic burden
A foreign joint venture was treated as a four-partner partnership for U.S. tax purposes, even though local law treated two funding parties as lenders. Fixed payments to those funding partners were gua…
Partnership received 120 days to make a late section 754 election
A limited liability company classified as a partnership timely filed its federal tax return but inadvertently omitted a section 754 election. That election permits basis adjustments to partnership pro…
Related-party securities transfers produced no deductible losses
An individual and a hedge-fund partnership transferred publicly traded securities to a broker's proprietary trading account and reported tax losses. The individual controlled that account and retained…
Nine partnerships received 120 days to make late section 754 elections
Nine entities treated as partnerships were owned through two trusts by two individuals. When one individual died, each partnership failed to make a section 754 election for that taxable year. Such an …
Partnership receives 120 days to make late section 754 election
A limited partnership timely filed its federal return but inadvertently omitted the written election under section 754 to adjust the basis of partnership property. The partnership represented that it …
Refined-coal investors bought tax benefits rather than a production stake
A partnership owned refined-coal facilities and allocated IRC § 45 credits to two outside investors. The governing contracts tied the investors' contributions to credit generation, guaranteed operatin…
Partnership receives 120 days to make a late section 754 election
A partnership underwent a technical termination under then-applicable IRC § 708(b)(1)(B) when an owner's interest changed hands. The partnership intended to make an IRC § 754 election but did not file…
Partnership receives 120 days to make a late section 754 election
A partner in a limited partnership died, but the partnership filed its return for that year without an IRC § 754 election. Such an election allows basis adjustments under §§ 734(b) and 743(b) followin…
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…
Partnership receives 120 days to make a late section 754 election
A limited liability company taxed as a partnership timely filed its federal return but inadvertently omitted its section 754 election. That election allows basis adjustments under sections 734(b) and …
Partnership receives 120 days to make a late section 754 election
A limited liability company taxed as a partnership timely filed its federal return but inadvertently omitted its section 754 election. That election allows basis adjustments under sections 734(b) and …
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…
Partnership receives 120 days to make a late section 754 election
A limited liability company treated as a partnership intended to make an IRC § 754 election after several members sold their interests, but it inadvertently omitted the election from its return. The p…
Companion advice refers readers to related TAM for substantive analysis
This Chief Counsel Advice accompanied a separately identified Technical Advice Memorandum concerning a partner's distributive share. It directs readers to that memorandum for the facts, issues, law, a…
Partnership receives 120 days to make section 754 election
A limited partnership failed to make a timely IRC § 754 election for the year in which one of its partners died. That election permits basis adjustments under sections 734(b) and 743(b) after partners…
Partnership receives conditional relief for late section 754 election
A limited liability company treated as a partnership failed to make a timely IRC § 754 election for the year in which an indirect owner died. The IRS found the regulatory relief standards satisfied an…
Partnership receives 120 days to make a section 754 election
A limited liability company taxed as a partnership made a liquidating distribution to a retiring member. It timely filed its partnership return but inadvertently omitted the section 754 election to ad…
Partnership gets 120 days to file a section 754 election
A limited liability company treated as a partnership underwent a technical termination after partnership interests were transferred. Its timely return reflected basis adjustments as though a section 7…
Partnership receives 120 days to make a late section 754 election
A partnership failed to include a section 754 election with its return for the year in which a member died. The IRS concluded that the partnership satisfied the standards for discretionary regulatory-…
Assumed business debts qualify in partnership asset transfer
A company planned to transfer substantially all of its operating assets, cash, and partnership interests to a partnership through a disregarded entity. The partnership would assume liabilities that ha…
Securities partnership merger may use partial netting allocations
Three related partnerships holding diversified portfolios of stocks and securities planned an assets-over merger into one surviving partnership. The IRS ruled that the terminating partnerships' divers…
Five-partnership merger may aggregate securities gains and losses
Four partnerships holding diversified securities portfolios planned assets-over mergers into a fifth surviving partnership. The IRS ruled that the contributions would not recognize gain under section …
Partnership gets 120 days to make a section 754 election
A limited liability company taxed as a partnership failed to make a section 754 election for the year in which one of its members died. The election would allow a partner-specific adjustment to the ba…
Partnership may file a late section 754 election
A limited liability company taxed as a partnership timely filed its return but inadvertently omitted a section 754 election. That election permits basis adjustments to partnership property after cover…
Omitted section 754 election receives a 120-day extension
A limited liability company taxed as a partnership timely filed its federal return but inadvertently left out a section 754 election. The election permits basis adjustments to partnership property for…
Partnership receives 120 days to make a late section 754 election
A partner died after holding general and limited partnership interests, but the partnership inadvertently omitted a section 754 election from its timely return for that year. The IRS found that the pa…
Partnership receives 120 days to make a late section 754 election
A limited liability company taxed as a partnership intended to elect under section 754 to adjust the basis of partnership property. It inadvertently omitted a properly executed election from the retur…
Partnership receives 120 days to make late section 754 election
A general partnership failed to make a section 754 election for the year in which one of its partners died. It represented that the omission was inadvertent, that it acted reasonably and in good faith…
Partnership receives 120 days to make a late section 754 election
A limited liability company taxed as a partnership timely filed its federal return but inadvertently omitted its intended section 754 election. The election would allow basis adjustments to partnershi…
Late section 754 election is approved after an owner's death
A limited liability company taxed as a partnership failed to make a section 754 election for the year in which an owner, who held an interest through a grantor trust, died. The partnership represented…
Partnership gets 120 days to make section 754 election
A limited partnership intended to elect under IRC § 754 to adjust the basis of partnership property but inadvertently omitted the election from its timely filed return. The partnership and all affecte…
Partnership received 120 more days to make a § 754 election
A limited liability company taxed as a partnership intended to elect under § 754 to adjust the basis of partnership property. It timely filed its partnership return but inadvertently omitted the elect…
Partnership received conditional relief for a late § 754 election
A limited partnership failed to make a timely § 754 election for the year in which one of its partners died. The partnership represented that it acted reasonably and in good faith and that late relief…
Real estate restructuring qualified as a partnership division and merger
A real estate investment partnership proposed separating selected assets before a potential public offering by a real estate investment trust. The plan used newly formed limited liability companies, a…
Real estate restructuring qualified as a partnership division and merger
A real estate investment partnership proposed separating selected assets before a potential public offering by a real estate investment trust. The plan used newly formed limited liability companies, a…
Real estate restructuring qualified as a partnership division and merger
A real estate investment partnership proposed separating selected assets before a potential public offering by a real estate investment trust. The plan used newly formed limited liability companies, a…
Real estate restructuring qualified as a partnership division and merger
A real estate investment partnership proposed separating selected assets before a potential public offering by a real estate investment trust. The plan used newly formed limited liability companies, a…
Partnership receives more time for section 754 election
A limited liability company treated as a partnership acquired membership interests in three entities but filed its return without a section 754 election. The partnership represented that it relied on …
Partnership receives more time for section 754 election
An LLC taxed as a partnership underwent a technical termination and inadvertently failed to make a timely section 754 election for the resulting tax year. That election allows partnership property bas…
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…
Partnership receives extension for section 754 election
A partnership intended to make an IRC § 754 election for the year a member died and the member's partnership interest passed to another person. The partnership relied on an advisor, who failed to file…
Partnership receives extension for section 754 election
A partnership intended to make an IRC § 754 election for the year a member died and the member's partnership interest passed to another person. The partnership relied on an advisor, who failed to file…
Partnership receives extension for section 754 election
A partnership intended to make an IRC § 754 election for the year a member died and the member's partnership interest passed to another person. The partnership relied on an advisor, who failed to file…
Partnership receives extension for section 754 election
A limited liability company taxed as a partnership intended to make an IRC § 754 election for the year a member died and the member's interest passed to another person. The company relied on an adviso…
Partnership receives more time to make a section 754 election
A limited liability company taxed as a partnership missed the deadline to elect under IRC § 754 after one of its members died. The election would permit an adjustment to the basis of partnership prope…
A partnership received 120 days to make a section 754 election
A limited liability company taxed as a partnership purchased portions of several members' interests through installment payments. It filed its return without a section 754 election because it relied o…
A partnership received 120 days to make a section 754 election
Interests in a limited liability company taxed as a partnership passed to several recipients after two partners died. The partnership filed its return without a section 754 election because it did not…
A technically terminated partnership received late section 754 relief
An unrelated buyer acquired more than half of a partnership's interests, causing a technical termination under former section 708(b)(1)(B). The partnership intended to attach a section 754 election to…
IRS grants 120 days for a late partnership basis-adjustment election
Two partnerships made liquidating distributions, but their tax advisers did not inform them that an IRC § 754 election was available. After one partnership merged into the other, the surviving entity …
IRS grants surviving partnership 120 days for a late section 754 election
Two partnerships made liquidating distributions, but their tax advisers did not tell them about the IRC § 754 election. After one partnership merged into the other, the surviving partnership discovere…
Real-estate partnership restructuring treated as division, merger, and sale
A real-estate partnership proposed a seven-step restructuring to support a potential public offering by a real estate investment trust and its operating partnership. The original partnership would sep…
Disallowed partnership loss offsets later allocated gain
A partnership sold interests in two investment partnerships to three related grantor trusts and reported a capital loss. Part of that loss was disallowed under section 707(b)(1), while the purchasing …
Disallowed partnership loss offsets later allocated gain
A partnership sold interests in two investment partnerships to three related grantor trusts and reported a capital loss. Part of that loss was disallowed under section 707(b)(1), while the purchasing …
Disallowed partnership loss offsets later allocated gain
A partnership sold interests in two investment partnerships to three related grantor trusts and reported a capital loss. Part of that loss was disallowed under section 707(b)(1), while the purchasing …
Partnership receives more time to make a section 754 election
A limited liability company became a partnership for federal tax purposes when an owner's interest passed to a trust at death. The entity was eligible to elect under section 754 to adjust the basis of…
Foreign limited partnership may make a late corporate classification election
A foreign limited partnership intended to be treated as an association taxable as a corporation for U.S. federal tax purposes, but it inadvertently failed to file Form 8832. Without an election, the e…
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.