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 grants more time for Section 336(e) election statement
A partnership acquired all the stock of an S corporation from its shareholders in a transaction represented to be a qualified stock disposition. The parties intended to make a Section 336(e) election,…
Five-year regulated restructuring follows one reorganization plan
A multinational corporate group planned to move a regulated foreign business and its branches into another foreign affiliate. The steps included ownership contributions, establishing and authorizing n…
IRS approves tax-free treatment for a corporate spin-off
A publicly traded corporation proposed separating one business into a newly formed controlled corporation. The plan included internal asset transfers, a contribution of subsidiary stock to the new cor…
IRS approves a multi-step corporate separation with three tax-free distributions
A publicly traded parent proposed a 63-step restructuring to separate three business lines from two retained business lines. The plan included internal liquidations, asset and subsidiary transfers, ta…
IRS preserves life-insurance exclusion in intragroup policy transfers
A corporate parent owned life-insurance policies on employees and former employees, most with built-in gain. It proposed contributing the policies through three tiers of wholly owned subsidiaries in S…
Circular note transfers are treated as direct asset contributions
A publicly traded parent planned a large internal restructuring to move assets and liabilities from foreign branches and disregarded entities to foreign corporate subsidiaries. The steps used asset sa…
Brief retention of de minimis formation shares does not disturb spin-off rulings
A corporate parent requested a supplemental ruling concerning a previously approved series of transactions under Sections 355 and 368. After distributing the stock of an external controlled corporatio…
Consolidated group gets 75 days to make a late unified-loss election
A consolidated group's subsidiary sold all the stock of its own subsidiary at a loss, ending the sold corporation's affiliation with the group. The parent intended to elect under the unified loss rule…
Deconsolidated corporations may file their own consolidated return
A parent corporation filed a consolidated return that included a subsidiary group for an entire tax year even though ownership had fallen below the required affiliation threshold during that year. The…
IRS grants more time for stock-sale asset-treatment election
A partnership bought all the stock of an S corporation, and the parties intended to treat the stock sale as an asset sale under Section 336(e). They failed to file the required election statement on t…
Deemed asset sales qualify, but anti-churning limits amortization
A corporate group planned to distribute two target companies to an upper-tier subsidiary, elect to treat those distributions as deemed asset sales under Section 336(e), and then sell the distributing …
S corporation stock-sale election receives filing extension
A partnership bought all the stock of an S corporation, and the parties had signed a binding agreement before the sale to elect asset-sale treatment under Section 336(e). They did not timely attach th…
Late Section 336(e) election statement receives relief
A partnership acquired all the stock of an S corporation from its shareholders, and the parties intended the qualified stock disposition to be treated as an asset sale under Section 336(e). They faile…
IRS approves tax-free treatment for fifteen internal distributions
A foreign-parented multinational group proposed a 40-step restructuring to place entities engaged in nine business lines under common ownership structures. The plan included contributions of assets or…
Consolidated group receives extension to waive loss carryback
A consolidated group intended to waive the entire carryback period for a consolidated net operating loss, but its return did not include a valid election. The group filed consistently with that intent…
Consolidated group receives extension to waive loss carryback
A consolidated group intended to waive the entire carryback period for a consolidated net operating loss, but its return did not include a valid election. The group filed consistently with that intent…
Parent receives more time to reattribute subsidiary tax attributes
A consolidated group sold a subsidiary and its lower-tier subsidiaries to an unrelated buyer at a loss. The parent intended to elect under Treasury Regulation Section 1.1502-36(d)(6)(i)(B) to reattrib…
Business separation and merger receive tax-free reorganization treatment
A public company proposed separating one business into a controlled corporation, distributing the controlled stock to shareholders through a spin-off or split-off, and then combining that business wit…
Parent gets 75 days for late Section 338(g) election
A consolidated group's foreign subsidiary acquired all the stock of another foreign corporation, but the parent failed to file the intended Section 338(g) election on time after relying on a qualified…
Member-benefit organization loses Section 501(c)(3) exemption
An organization claimed to provide financial help for medical and other needs, but membership was limited to members of a particular group and their families. Its articles did not limit it to exempt p…
Accelerated share repurchase gets open-market device analysis
After a public company spun off a business, it proposed an accelerated share repurchase through financial institutions. The institutions would borrow shares, sell an initial block to the company, acqu…
Two subsidiaries are treated as joining consolidated returns
A parent corporation included all income and deductions of two wholly owned subsidiaries in its federal returns, but it did not attach Forms 851 or 1122, identify the subsidiaries, or check the consol…
Timing-difference deductions will not by themselves cause foreign use of a dual consolidated loss
A U.S. parent planned entity-classification elections and transfers that would bring a foreign business into a combined separate unit for the dual consolidated loss rules. The parent expected that uni…
A new gain recognition agreement prevents a shareholder's death from triggering deferred gain
A U.S. shareholder had transferred domestic-company stock to a foreign corporation and entered into a gain recognition agreement (GRA) under the § 367 regulations. The shareholder later died while the…
Parties receive extra time to elect asset-sale treatment for an S corporation stock purchase
An individual bought all the stock of an S corporation, and the buyer, target, and shareholders intended to treat the transaction as an asset sale under IRC § 336(e). Their tax professional failed to …
Successor LLC receives more time to file a late section 336(e) election
A partnership-taxed purchaser acquired all the stock of an S corporation through a disregarded entity. The parties intended to elect under IRC § 336(e) to treat the qualified stock disposition as an a…
Family-owned S corporation may complete two tax-free split-offs
Three family shareholder groups disagreed about management of an S corporation's business. The corporation proposed transferring portions of the business to two newly formed corporations, then exchang…
IRS approves corporate reorganizations and related cost-sharing treatment
A publicly traded domestic parent completed a multi-step restructuring that moved intangible-property rights and reorganized domestic and foreign subsidiaries. The taxpayer asked whether two parts of …
IRS grants extra time for a Section 336(e) election
A purchaser acquired all the stock of an S corporation from a seller, and the parties intended to elect under IRC § 336(e) to treat the qualified stock disposition as an asset disposition. The electio…
IRS approves tax-free spin-off and domestic treatment of foreign controlled company
A publicly traded domestic corporation proposed separating one business from another through a pro rata distribution of a newly formed company incorporated abroad. The transaction included contributio…
IRS grants extra time for a Section 336(e) election
Shareholders sold all their stock in an S corporation target to a purchaser, and the parties intended to elect under IRC § 336(e) to treat the qualified stock disposition as an asset disposition. The …
LLC stays disregarded and special shareholder rights do not block an F reorganization
A publicly traded parent company reorganized to separate its core business from old legacy liabilities. It formed a new holding corporation, which formed a wholly owned LLC, then merged the old parent…
Parties receive extra time for a Section 336(e) election
A partnership purchaser acquired all the stock of an S corporation from its shareholders in a transaction represented to be a qualified stock disposition. The parties intended to make an IRC § 336(e) …
Affiliated group gets 90 days to elect consolidated filing
A domestic parent corporation and its affiliated group failed to make a valid election to file a consolidated federal income tax return by the filing deadline. The relevant assessment periods remained…
S corporation received extra time to file a Section 336(e) election
The owners intended a sale of all the stock of an S corporation to be treated as an asset sale under IRC § 336(e), but the required election statement was not filed on time. The parties requested disc…
Consolidated group received extra time to waive an NOL carryback
A consolidated group intended to waive the entire carryback period for a consolidated net operating loss and reported the loss consistently with that choice, but it failed to attach a valid election s…
IRS approves nonrecognition treatment for a corporate business separation structured as a Type D reorganization and spin-off
A publicly traded corporate parent proposed separating one business from another by transferring the separated business to a controlled corporation, potentially selling a minority stake in public offe…
IRS preserves prior spin-off rulings after a planned business combination and related payment changes
After receiving an earlier ruling for a § 355 business separation, the distributing corporation negotiated a combination between the separated company and another corporate group. The revised transact…
IRS rules on a Chapter 11 "Type G" bankruptcy reorganization
A corporate group in Chapter 11 bankruptcy asked the IRS for rulings on the tax treatment of its court-approved restructuring, which is designed to qualify as a "Type G" reorganization under § 368(a)(…
IRS grants extra time to file a late Section 336(e) election on an S corporation stock sale
A partnership bought all the stock of an S corporation (through two disregarded entities). The buyer, the target, and the selling shareholders intended to make a "Section 336(e) election," which lets …
IRS grants extra time to file a late Section 362(e)(2)(C) basis-reduction election
A consolidated group's foreign structure triggered a deemed asset transfer when one controlled foreign corporation's subsidiary made a check-the-box election to be treated as a corporation. Because th…
A "captive" professional corporation counts as a group member and can join the consolidated return, even though a licensed practitioner holds its stock
Many states forbid a regular company from owning a firm that practices a licensed profession (medicine, law, etc.); the stock must be held by a licensed practitioner. Businesses work around this with …
IRS disregards a multinational's circular cash-and-note steps, recharacterizing a foreign-branch restructuring as direct contributions down the corporate chain
A publicly traded parent that heads a consolidated group carried out a complex multi-step restructuring to move the assets and liabilities of several foreign branches into a lower-tier foreign partner…
Tax-free separation of two businesses through a § 368(a)(1)(D) reorganization and spin-off/split-off
A publicly traded parent corporation wants to split itself into two independent companies, separating one line of business from another. To do this, it forms a new subsidiary ("Controlled"), transfers…
Parties receive time to file a late § 336(e) election statement
A partnership-taxed purchaser acquired all shares of an S corporation, and the parties intended to elect under IRC § 336(e) to treat the stock sale as an asset sale. A qualified tax professional faile…
IRS grants a constructive-ownership exception for an outbound stock exchange
A proposed transaction would reorganize a publicly traded U.S. target and have certain public shareholders exchange new U.S. target stock for stock of a new foreign subsidiary. The general rule in IRC…
Corporate group receives 90 days to make a late consolidated-return election
A domestic parent corporation and its affiliated group failed to timely make the election to file a consolidated federal income tax return. The parent requested relief under Treas. Reg. § 301.9100-3 b…
Life insurers preserve consolidated status through a holding-company reorganization and spin-off
A partnership placed several life insurance companies and a service company under a new holding company, then one insurer distributed the stock of another insurer to that holding company. The parties …
Pro rata corporate spin-off receives nonrecognition rulings
A parent corporation proposed merging one subsidiary into another and then distributing all stock of the surviving controlled corporation pro rata to its two shareholders. The IRS ruled that neither t…
Extra time granted to file a late Section 336(e) election for an S corporation stock sale
A partnership bought all the stock of an S corporation, and the S corporation later merged into a disregarded LLC owned by the buyer. The parties intended to make a Section 336(e) election, which lets…
Extra time granted to file a late Section 336(e) election after a tax professional missed the deadline
Buyers acquired all the stock of an S corporation from its seller and wanted the stock sale treated as an asset sale for tax purposes. A Section 336(e) election does exactly that when a deal is a "qua…
Parties receive late-election relief to treat an S corporation stock sale as an asset sale
A purchaser acquired all the stock of an S corporation, and the parties intended to elect under IRC § 336(e) to treat the stock sale as an asset sale. They did not timely execute the required written …
IRS clarifies the limited scope of an earlier late § 338(g) election ruling
The IRS had previously given a purchaser 45 days to file a late § 338(g) election for a stock acquisition. A question later arose about whether that ruling provided anything beyond extra time to file …
IRS approves a multinational business separation but requires gain for springing liabilities
A publicly traded foreign parent proposed a series of domestic and global transactions to separate one business from another. The domestic steps included contributing business assets to a controlled e…
A regulated utility's tax-free spin-off lets it move certain assets to an affiliate that can earn a return on them
A publicly traded utility holding company has assets ("Business 2 Assets") stuck in a regulated subsidiary that, under the regulator's rules, cannot include those assets in its rate base, so the group…
202035012: Two subsidiaries left off a parent's consolidated return by mistake can be added by amended return
A corporate group elected to file a consolidated tax return, but two lower-tier subsidiaries (Sub 2 and Sub 3) were accidentally left out: their consent forms (Form 1122) weren't filed with the parent…
IRS blesses a tax-free corporate split separating two businesses through a divisive merger and a chain of spin-offs
A corporate group that runs two separate businesses (Business A and Business B) through a tall chain of subsidiaries wants to split them apart. The plan converts an operating subsidiary into an LLC th…
Tax-free split-off of a family S corporation held through a terminating trust
A family S corporation runs a single business on land it owns and leases. All of its stock is held by a trust set up by the founder; four siblings are the trust's remainder beneficiaries. The founder …
Tax-free split-up of a family S corporation into four sibling-owned companies
A family-owned S corporation is run by five siblings who disagree about how to manage the single business it operates. To go their separate ways, the company proposes to split the business into four s…
IRS grants 90 days to file a late consolidated-return election for 52-53-week tax years
A corporate parent filed consolidated returns for an affiliated group whose members included corporations using a 52-53-week tax year. After acquired subsidiaries joined the group, all members' tax ye…
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.