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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Parties received 45 days to complete late section 336(e) election
An individual purchased all shares of an S corporation, and the parties intended to elect under section 336(e) to treat the qualified stock disposition as an asset disposition. The election failed bec…
Bankruptcy-split companies may reconsolidate before 61 months
A corporate group emerged from Chapter 11 through transactions that divided its assets and liabilities between two independent companies. The separation produced a large capital loss that had not been…
Multi-step business separation qualified for tax-free treatment
A corporate parent proposed a multi-step separation of two businesses involving foreign subsidiaries, two internal distributions, a public spin-off, and a possible exchange of new controlled-company s…
Late section 338(g) election granted after adviser error
A corporate purchaser acquired all the stock of a foreign target and intended to make a section 338(g) election so the stock purchase would be treated as an asset acquisition. A qualified tax professi…
Late section 338(g) election granted for foreign target acquisition
A domestic corporation acquired all the shares of a foreign target for cash and intended to make a section 338(g) election so the stock purchase would be treated as an asset acquisition. The election …
Successor gets 45 days to file late section 336(e) election statement
A partnership acquired all shares of an S corporation whose shareholders had agreed with the corporation to treat the stock sale as an asset sale under section 336(e). The purchaser then converted the…
Multistep global business separation receives tax-free rulings
A foreign public company planned to separate one business into a new publicly traded company through internal mergers, asset transfers, a domestic split-off, three foreign distributions, an external c…
Corporate group received more time to elect consolidated filing
A newly formed parent corporation acquired the stock of another corporation, terminating the acquired corporation’s former consolidated group and creating a new affiliated group. The new group failed …
Business split qualified as two tax-free D reorganizations
An S corporation planned to divide a business and its operating property among shareholders by forming two new controlled corporations. It would contribute roughly one-third of the business assets to …
Consolidated group received more time to expire unusable loss carryovers
A consolidated corporate group acquired another consolidated group in a qualifying cost-basis transaction. The acquired companies had net operating loss carryovers that the parent determined would be …
Later liquidation steps did not disrupt earlier spin-offs
A public company carried out a multi-step domestic and international restructuring that included several section 355 spin-offs and section 368 reorganizations. More than a year later, a subsidiary pla…
Regulatory business separation qualified as a tax-free spin-off
A privately held corporate group operated two active businesses and wanted to separate one business to satisfy regulatory requirements for the other. Subsidiaries would distribute two operating-compan…
Public-company segment spin-off qualified as a D reorganization
A publicly traded company planned to contribute one business segment to a newly formed controlled corporation and distribute all controlled shares pro rata to its shareholders. After the distribution,…
Retained spin-off shares did not evidence a tax-avoidance plan
A public company proposed separating businesses into a controlled corporation, distributing at least 80 percent of the controlled stock, and combining the separated business with an acquiring company.…
Upstream merger satisfied business-continuity requirement
A holding company owned several classes of stock in an operating company, and the operating company itself held an interest in the holding company. The parties proposed a two-step merger in which an o…
Stock buyback from one shareholder qualifies as a sale, not a dividend, under Section 302(b)(1)
A privately held corporation with voting (Class A) and nonvoting (Class B) common stock redeemed some shares of both classes from one shareholder for cash. The tax question was whether that payment sh…
Buyers of an S corporation get more time to make a section 336(e) election
A section 336(e) election lets certain sales of a corporation's stock be treated for tax purposes as if the corporation had sold its assets, which can give the buyers a stepped-up basis in those asset…
A partnership gets more time to make the deemed-sale election on contributing appreciated property to a REIT
When appreciated property owned (directly or through a partnership) by a C corporation becomes property of a real estate investment trust (REIT), the tax rules under Treasury Regulation section 1.337(…
A partnership gets more time to make the deemed-sale election on contributing appreciated property to a REIT
When appreciated property owned (directly or through a partnership) by a C corporation becomes property of a real estate investment trust (REIT), the tax rules under Treasury Regulation section 1.337(…
A consolidated group gets more time to make a section 336(e) election on a stock sale
A section 336(e) election lets certain sales of a corporation's stock be treated for tax purposes as if the corporation had sold its assets, which can give the buyer a stepped-up basis in those assets…
A partnership gets more time to make the deemed-sale election on contributing appreciated property to a REIT
When appreciated property owned (directly or through a partnership) by a C corporation becomes property of a real estate investment trust (REIT), the tax rules under Treasury Regulation section 1.337(…
A partnership gets more time to make the deemed-sale election on contributing appreciated property to a REIT
When appreciated property owned (directly or through a partnership) by a C corporation becomes property of a real estate investment trust (REIT), the tax rules under Treasury Regulation section 1.337(…
A partnership gets more time to make the deemed-sale election on contributing appreciated property to a REIT
When appreciated property owned (directly or through a partnership) by a C corporation becomes property of a real estate investment trust (REIT), the tax rules under Treasury Regulation section 1.337(…
A partnership gets more time to make the deemed-sale election on contributing appreciated property to a REIT
When appreciated property owned (directly or through a partnership) by a C corporation becomes property of a real estate investment trust (REIT), the tax rules under Treasury Regulation section 1.337(…
A tax-free spin-off paired with a merger of the spun-off business into an unrelated public company
A publicly traded parent company wanted to separate one of its two businesses and combine that business with an unrelated public company. To do it tax-free, the parent used a spin-off under section 35…
Extra time granted to file a late section 336(e) election after a tax professional missed the deadline
When a buyer purchases all the stock of an S 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 st…
Consolidated group received 60 days to waive CNOL carryback
A consolidated group intended to waive the entire carryback period for a consolidated net operating loss, and its returns were filed consistently with that intent, but the required election statement …
Consolidated group receives late CNOL carryback waiver relief
The parent of a consolidated group intended to waive the entire carryback period for a consolidated net operating loss but failed to file a valid election with the return. The group filed consistently…
Consolidated group gets 60 days to waive a CNOL carryback after returning its refund
A consolidated corporate group generated a consolidated net operating loss (CNOL), carried it back to an earlier year, and received a refund. The parent later returned the refund and sought to make th…
Consolidated group gets 60 days to waive a CNOL carryback after returning its refund
A consolidated corporate group generated a consolidated net operating loss (CNOL), carried it back to an earlier year, and received a refund. The parent later returned the refund and sought to make th…
Late relief granted for a consolidated group to elect to waive its net operating loss carryback
A corporate group that has a net operating loss (NOL) can normally carry it back to earlier years for a refund, but it can instead elect to waive the carryback and save the loss for future years. That…
Former consolidated parent gets 60 days to waive a CNOL carryback
A corporation was the parent of a consolidated group until an unrelated buyer acquired it, ending the old group's tax year and bringing the companies into a new consolidated group. The former parent f…
Affiliated group gets 60 days to file its first consolidated return
A corporate parent created a new affiliated group by acquiring another corporation and intended to file a consolidated federal income tax return for the group. It failed to make a valid election throu…
Parties get 45 days to file a late Section 336(e) election statement
An LLC taxed as a partnership bought all the stock of an S corporation from its shareholders, and the parties represented that the sale was a qualified stock disposition. They timely entered a binding…
Investment advisers and their client funds are not aggregated as Section 382 owners
A publicly traded loss corporation asked how to identify owners of its stock for the IRC § 382 ownership-change rules. Three investment advisers managed funds and accounts that collectively held, or s…
In a spin-off, cash paid into terminating pension plans counts as a transfer to creditors
A publicly traded parent corporation planned to separate one of its two businesses into a new, separately traded company (a "spin-off") intended to qualify as a tax-free divisive reorganization under …
Corporate separation qualifies for tax-free spin-off treatment with stated exceptions
A publicly traded parent planned to separate two businesses by moving assets through subsidiaries and partnerships, distributing a new controlled corporation internally, and then spinning that corpora…
S corporation split-off qualifies as a tax-free reorganization
An S corporation operated two active businesses, one directly and one through a qualified subchapter S subsidiary. It proposed separating them by having a group of shareholders surrender all their sto…
IRS grants extra time to file a late Section 338(g) election under 9100 relief
The parent of a consolidated corporate group asked the IRS for more time to file a Section 338(g) election. That election lets a stock purchase be treated, for tax purposes, as if the buyer had instea…
Corporate split-up among disputing shareholders qualifies under section 355
Serious disputes among a corporation's seven shareholders were harming business operations. The corporation proposed distributing four controlled subsidiaries to different shareholder groups in exchan…
Late section 336(e) election relief granted after buyer and S corporation missed the deadline
A partnership bought all the stock of an S corporation in a deal that qualified as a "qualified stock disposition." The parties wanted to make a section 336(e) election, which lets a stock sale be tre…
Tax-free spin-off ruling for a public company separating two business groups
A publicly traded corporation wanted to split its operations into two separate business groups by contributing one group's subsidiaries and assets into a newly formed subsidiary ("Controlled") and the…
Consent for a consolidated-group subsidiary to switch to a calendar taxable year while still filing consolidated
The common parent of a corporate consolidated group uses an unusual "52-53 week" tax year that ends on the last Saturday in December. One member of the group (Sub) owns foreign subsidiaries (controlle…
Grants late section 336(e) election relief for an S corporation stock acquisition
A disregarded purchaser acquired all the stock of an S corporation for its regarded owner, and the purchase agreement said a section 336(e) election would be made. The election was not timely complete…
Fund company gets more time to make the joint election that shifts a built-in loss from asset basis to stock basis
When property with a built-in loss (basis higher than value) is contributed to a corporation in a tax-free § 351 exchange, § 362(e)(2) normally forces the receiving corporation to reduce its basis in …
Parent company gets extra time to elect to file a consolidated return for the year it acquired a group of subsidiaries
A group of affiliated corporations can choose to file one combined ("consolidated") federal income tax return instead of separate returns, but the group makes that election simply by filing the consol…
Tax-free treatment for a corporate spin-off separating two business lines within a foreign-parented group
A domestic corporation inside a larger foreign-parented group ran two separate business lines and wanted to split them apart so the group could be organized by business rather than by geography. To do…
Late relief granted to waive an NOL carryback for a consolidated group
The parent company of a consolidated group had a consolidated net operating loss (CNOL) for one tax year. It meant to give up the right to carry that loss back to earlier years (so it could instead ca…
Late-election relief granted for an S corporation to file its §336(e) statement
Two individuals bought all the stock of an S corporation for cash and a note, and the buyers, sellers, and company signed a binding agreement to treat the stock sale as an asset sale under IRC Section…
Late-election relief granted to file a §336(e) statement treating a stock sale as an asset sale
A buyer (a partnership) acquired all the stock of a target corporation, and the parties agreed to treat the stock sale as an asset sale under IRC Section 336(e), which can give the buyer a stepped-up …
Tax-free spin-off rulings for a foreign-parented group separating two businesses via a §355/§368(a)(1)(D) restructuring
A privately held foreign parent company, sitting atop a worldwide group of subsidiaries, wanted to separate one line of business (the "Controlled Business") from another (the "Distributing Business") …
Grants 45 days for late section 338(g) elections for seven CFCs
A foreign corporation acquired a foreign target in a qualified stock purchase and made section 338 elections for the target, a foreign subsidiary, and the parent of a consolidated group. It also inten…
Approves section 355 internal and external distributions for a business separation
A publicly traded consolidated group proposed separating one business through asset and subsidiary transfers, an internal distribution, a contribution to a new controlled corporation, and an external …
Approves tax-free split-off or spin-off treatment
A publicly traded parent proposed separating a controlled corporation that operated a distinct segment of the group's business. The parent could exchange controlled-company stock for its own shares an…
Treats spin-off debt exchange and cash distribution under section 361
A publicly traded parent planned to separate one business into a newly formed controlled corporation and distribute that corporation's stock to its shareholders. The controlled corporation would issue…
Late election to file a consolidated return is allowed after a missed filing
A corporation became the parent of a new affiliated group after acquiring another company and its subsidiaries. The group meant to file a single consolidated federal income tax return for the year, bu…
Grants more time to file a loss-property basis election statement
A corporate parent requested extra time to file the statement required for a joint election under section 362(e)(2)(C). A subsidiary had transferred stock with a tax basis above fair market value to a…
Grants more time for a foreign subsidiary's loss-property basis election
A corporate parent requested extra time to file the statement required for a joint election under section 362(e)(2)(C). A controlled foreign corporation had transferred stock with a tax basis above fa…
Parent may claim a worthless-stock deduction using a look-through gross-receipts method
A corporate parent converted an insolvent subsidiary into a disregarded entity and represented that the subsidiary's stock was worthless. The IRS ruled that the parent could claim a worthless-stock de…
Affiliate's stock-offering profit is excluded from gross income
A publicly traded parent company sold two classes of preferred stock through an underwriting group that included a disregarded entity owned by a consolidated subsidiary. The parent paid underwriting f…
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.