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 approves tax-free split-offs separating three sibling shareholders
Three siblings inherited equal shares of a corporation holding several income-producing assets and later disagreed over business strategy. The corporation planned to form two controlled corporations, …
IRS grants 90 days for late consolidated-return and de minimis safe-harbor elections
A domestic parent corporation and its affiliated group failed to timely make two elections with their federal return. One election was to file a consolidated return with the corporation as common pare…
IRS grants 90 days to make a late consolidated-return election
A domestic parent corporation and its affiliated group failed to timely elect to file a consolidated federal income tax return. The parent requested discretionary relief while the assessment periods f…
IRS allows F reorganization treatment after an invalid interstate domestication
A corporation attempted to domesticate from one state to another and dissolved in its original state. It later discovered that the original state's law did not permit the domestication, leaving it uni…
IRS finds both corporations meet the active-business test after a split-off
An S corporation proposed to transfer the assets of one state operation to a newly formed controlled corporation, then distribute that corporation's stock to one shareholder in exchange for the shareh…
IRS approves tax-free treatment for a multinational group's separation of three businesses
A publicly traded parent proposed an 81-step restructuring to separate three worldwide businesses through internal asset transfers, entity elections, mergers, split-offs, and two public spin-offs befo…
A new foreign parent's year begins after redomiciliation for the small-redemption rule
A consolidated loss group was indirectly owned by a publicly traded foreign parent that redomiciled through a newly formed foreign corporation. Shareholders exchanged their old-parent shares one for o…
Parties receive extra time to make a section 336(e) election for an S corporation stock sale
Shareholders sold all the stock of an S corporation to purchasers and intended the transaction to be treated as an asset sale under section 336(e). The parties did not timely sign the required binding…
The IRS prospectively narrows a prior nonrecognition ruling for cash contributed to subsidiaries
The IRS previously issued a ruling on a corporate separation involving a contribution, distribution, initial public offering, and use of cash proceeds to repurchase stock or repay group debt. That rul…
Consolidated-group members receive 60 days to make a value-restoration election
A parent corporation underwent an ownership change while it and a subsidiary were members of the same controlled group. The section 382 rules reduced the parent's value by the value of its subsidiary …
Parties receive extra time to complete a section 336(e) election
A partnership purchased at least 80 percent of an S corporation's stock from its shareholders, after which the target converted to an LLC. The parties intended to make a section 336(e) election so the…
Proposed split-off and debt exchange qualify for corporate nonrecognition
A publicly traded parent planned to separate one business by contributing its assets and subsidiaries to a newly formed controlled corporation. The controlled corporation would borrow money, transfer …
Late section 336(e) election statement receives filing relief
A buyer acquired all the stock of an S corporation in a transaction represented to be a qualified stock disposition. The S corporation and its shareholder timely signed a binding agreement to make a s…
IRS extends the period for a commercially reasonable liquidation
A taxpayer asked the IRS to supplement an earlier private letter ruling governing a plan to liquidate a group of debtors. It represented that it had consistently pursued liquidation as quickly as comm…
Partnership acquisition cleared section 351 investment-company test
A publicly traded partnership planned to acquire an unrelated public corporation for partnership units and cash, after which the acquired corporation would contribute its assets to a lower-tier public…
Late section 336(e) election statement received filing extension
Shareholders sold all stock of an S corporation to a partnership through a disregarded entity, and the parties had a timely written agreement to make a section 336(e) election treating the stock sale …
Parties received time to complete section 336(e) election
Purchasers acquired all stock of an S corporation, and the parties intended the sale to be treated as an asset disposition under section 336(e). A tax professional failed to advise them to timely exec…
Section 336(e) agreement and statement received late-election relief
A partnership acquired all stock of an S corporation through a disregarded entity, and the parties intended to treat the stock sale as an asset disposition under section 336(e). They relied on a quali…
IRS grants late consolidated-return election
A parent corporation failed to make a valid consolidated-return election by the return deadline after reasonably relying on a qualified tax professional. The IRS found that the parent acted reasonably…
IRS grants late section 336(e) election
A partnership purchaser acquired all stock of an S corporation, which later liquidated, and the parties intended asset-sale treatment but missed the section 336(e) election requirements. The IRS grant…
IRS grants late section 336(e) election statement
Purchasers acquired more than 80 percent of an S corporation’s stock in a represented qualified stock disposition, but the target’s return and section 336(e) election statement were not timely filed. …
IRS grants extra time for a consolidated-return election
A corporate parent and its affiliated group failed to timely make the election to file a consolidated federal income tax return. The parent sought regulatory relief before the IRS discovered the failu…
S corporation split-up qualifies for tax-free reorganization treatment
A closely held S corporation proposed forming five controlled S corporations, transferring portions of its assets to them, and distributing each subsidiary's stock to designated shareholder groups in …
Pre-revenue development business qualifies for section 355 active-business test
A public company proposed separating an established research business from a development business through a contribution to a new controlled corporation followed by a pro rata stock distribution. The …
Corporate group receives time to elect consolidated return filing
A domestic parent corporation and its affiliated group failed to timely elect consolidated federal income tax return filing by submitting a valid consolidated return. The group requested relief before…
Parties receive 45 days to file a late section 336(e) election statement
Purchasers acquired all stock of an S corporation from its shareholders, and the parties had timely signed a binding agreement to make a section 336(e) election that would treat the stock sale as an a…
Parties receive more time to file a section 336(e) election statement
A purchaser acquired all the stock of an S corporation target through a disregarded entity. The seller and target had a timely written agreement to make a section 336(e) election, but the target's tax…
Parties get extra time for a section 336(e) asset-sale election
A disregarded buyer acquired all the stock of an S corporation, and the parties intended to treat the transaction as an asset sale under section 336(e). They missed the deadline to execute the require…
Affiliated group gets 60 days to elect consolidated filing
A domestic parent corporation and its 18 subsidiaries failed to make a valid election to file a consolidated federal income tax return by the applicable deadline. The parent requested regulatory relie…
Parent gets 45 days for late Section 338(g) election
A consolidated group's foreign subsidiary acquired all the stock of another foreign corporation in a transaction intended to receive section 338(g) asset-acquisition treatment, but the parent failed t…
Bankrupt loss group gets 45 days to elect out of Section 382(l)(5)
A consolidated loss group underwent an ownership change while under a court's jurisdiction in a title 11 case. The parent intended to elect out of the special section 382(l)(5) bankruptcy rule but fai…
Business separation qualifies as Type D reorganization and spin-off
A foreign-parented corporate group proposed separating two businesses by having a domestic distributing corporation form a controlled corporation, contribute four subsidiaries to it, and distribute al…
S corporation split-off qualifies as Type D reorganization
An S corporation operating three businesses proposed separating one business to resolve shareholder disagreements. It would place specified assets and an LLC interest into a controlled QSub, shift par…
Three businesses satisfy active-business test despite shared employee
A corporation owned equally by three shareholders proposed dividing one operating business into three equal companies. It would contribute one-third of the business to each of two newly formed corpora…
Reverse-acquisition group gets 45 days for consolidated election
A foreign corporation contributed a subsidiary chain to another subsidiary in a transaction represented to qualify as a reverse acquisition, creating a new affiliated group with the recipient as commo…
Corporate separation receives tax-free reorganization rulings
A publicly traded corporate group proposed a multistep restructuring to separate two businesses, followed by an initial public offering and either a spin-off or split-off of the controlled company. Th…
Retaining spin-off shares does not show tax-avoidance plan
A public company planned to separate one business from its other businesses through contributions to a controlled corporation and a pro rata distribution of at least a controlling amount of the contro…
S corporation split-off qualifies as a tax-free reorganization and distribution
An S corporation proposed transferring a business and other assets to a qualified subchapter S subsidiary, then distributing all of that subsidiary's stock to one shareholder group in exchange for its…
Domestic and international business separations qualified as tax-free D reorganizations
A worldwide corporate group proposed a multi-step restructuring to separate two active businesses. The plan included a domestic contribution of assets to a newly classified corporation followed by a s…
Parties received 45 days to file a late section 336(e) election statement
A partnership purchased all the stock of an S corporation, which later converted into a disregarded limited liability company. The parties signed a timely binding agreement to make a section 336(e) el…
Foreign parent's receipt of controlled subsidiary stock qualified as a tax-free distribution
A foreign parent owned a U.S. holding company whose group conducted two separate businesses. To separate the second business, the U.S. company proposed distributing all stock of the subsidiary conduct…
Public share repurchases tested pro rata under section 355(e)
A publicly traded company had been separated from a corporate group through distributions intended to qualify under section 355. After major shareholders sold their positions, the company authorized o…
Consolidated group received 60 days for a late section 382 closing-of-the-books election
A consolidated group experienced an ownership change that limited the use of its pre-change losses under section 382. The group missed the deadline to elect to close its books on the ownership-change …
Parties received 45 days to file a late section 336(e) election statement
A partnership purchased all stock of an S corporation, which later merged into a disregarded limited liability company owned by the purchaser. The parties timely signed a binding agreement to make a s…
Extension granted for section 336(e) election after S corporation stock sale
A purchaser acquired all stock of an S corporation from its shareholders, and the parties intended to treat the qualified stock disposition as an asset sale under section 336(e). They did not timely e…
Two-business split-up qualified as tax-free divisive reorganizations
A company operated two businesses through separate wholly owned limited liability companies and wanted to separate the businesses among two groups of owners. Each subsidiary would elect corporate tax …
Parties received late relief for section 336(e) stock-sale election
A consolidated group sold all the stock of a subsidiary and intended to elect under section 336(e) to treat the stock sale as an asset disposition. The purchase agreement called for the election, but …
Deemed royalty excluded after intangible returned to U.S. group
A U.S. consolidated group had previously transferred intangible property abroad in a section 368 reorganization, creating annual deemed royalty income under section 367(d). It proposed moving the prop…
Business separation qualified as a tax-free spin-off
A corporate group proposed separating one of its two longstanding businesses into a newly formed controlled corporation. The parent would contribute the separated business's assets and liabilities for…
Foreign merger stock exchange received section 367 exception
A U.S. corporate group agreed to exchange stock of a domestic subsidiary for common and preferred shares of a publicly traded foreign corporation in a two-step forward triangular merger. The foreign c…
Parties received more time to complete a section 336(e) election
Purchasers acquired more than 80 percent of an S corporation's stock in a transaction represented to be a qualified stock disposition. The parties intended to elect under section 336(e) to treat the s…
Consolidated group continued after new-parent transactions
A consolidated corporate group underwent a series of transactions involving a newly formed parent, merger subsidiary, and entity-classification elections. Chief Counsel concluded that the original con…
Corporate spin-off qualified for nonrecognition treatment
A parent corporation proposed to separate a wholly owned subsidiary by distributing all of the subsidiary's stock to the parent's shareholders. The IRS ruled that the shareholders would recognize no g…
Four-way S corporation split-up qualified for nonrecognition treatment
Four sibling shareholders disagreed over management of an S corporation's business and proposed dividing it into four independently operated segments. The corporation would contribute each segment's a…
Late section 336(e) election received filing relief
A consolidated group sold all stock of a subsidiary and intended to elect under section 336(e) to treat the stock sale as an asset disposition. The seller and target signed the required election agree…
Corporate group received 60 days to elect consolidated filing
A newly formed parent corporation and its subsidiaries failed to timely elect to file a consolidated federal income tax return after acquiring another corporate group. The parent requested relief befo…
Bankruptcy restructurings eliminated two excess loss accounts without gain
A consolidated corporate group proposed a multi-step restructuring under a confirmed Chapter 11 plan. Before the restructuring, one subsidiary had an excess loss account in the stock of another subsid…
Four owners received tax-free split-up of an S corporation
A closely held S corporation had four equal owners who disagreed about how to operate its active business. It proposed forming two new S corporations, dividing its assets and liabilities equally betwe…
Parties received 45 days to file section 336(e) election statement
A partnership acquired all stock of an S corporation through a disregarded entity, and the S corporation later converted to a disregarded LLC. The seller and S corporation timely entered a binding agr…
Affiliated group received 60 days to file its consolidated return election
A domestic parent and two subsidiaries formed an affiliated group but did not timely elect to file a consolidated federal income tax return for the year at issue. The parent relied on a qualified tax …
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.