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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Corporate separation preserves liquidations and active businesses
A publicly traded foreign parent proposed a 36-step transaction to separate two broad business groups through entity-classification elections, internal transfers, liquidations, contributions, distribu…
Grants 60 days for late consolidated-return election
A corporation became the parent of a new affiliated group after acquiring a subsidiary. The group intended to file a consolidated federal return but failed to make a valid election under Treasury Regu…
Approves multi-step corporate separation and spin-off
A publicly traded parent proposed an extensive series of internal restructurings followed by a contribution of the separated business to a new corporation and a pro rata distribution of that corporati…
Grants late Section 336(e) stock-disposition election
A partnership-taxed buyer acquired all stock of an S corporation from its shareholders for cash. The parties later decided to make a Section 336(e) election so the qualified stock disposition would be…
Parent receives extra time for a Section 338(g) election on a foreign acquisition
A U.S. consolidated group intended to make a Section 338(g) election for a controlled foreign corporation's purchase of a foreign target and deemed purchases of six foreign subsidiaries. The election …
New group received 60 days to perfect its consolidated return election
A corporation became the common parent of a new affiliated group after another corporation distributed its stock. The group filed a consolidated return, but the return and related election were not ti…
Parent received 60 days to waive the consolidated NOL carryback period
A newly formed affiliated group intended to relinquish the carryback period for its consolidated net operating loss, and it filed all returns consistently with that intent. A qualified tax professiona…
Companies received 60 days for a protective Section 336(e) election
A consolidated group's parent distributed all the stock of a target corporation in a transaction intended to qualify under Section 355 and potentially described in Section 355(d) or (e). The parties i…
New parent received 60 days to waive a consolidated NOL carryback
A newly formed corporation acquired the old common parent of a consolidated group in a reverse acquisition and became the group's new common parent. The group later sustained a consolidated net operat…
Parties received 45 days to make a late Section 336(e) election
An individual bought all the stock of an S corporation from its shareholder for cash. The parties intended to elect under Section 336(e) to treat the qualified stock disposition as an asset dispositio…
Circular foreign branch transfer steps are recast as direct contributions
A public corporation proposed moving assets and liabilities from several foreign branches into a foreign partnership through a long series of sales, notes, cash movements, and contributions among subs…
Share offering did not disqualify later spin-off
A publicly traded foreign entity raised cash through an offering of additional shares to holders of both classes of its common stock and used the proceeds to reduce external debt. It later distributed…
Post-merger stock contributions preserved parent-stock treatment
A publicly traded parent acquired a target in a merger, paying parent stock and other consideration, with additional contingent earn-out consideration tied to milestones. The parent then planned to co…
New affiliated group received time for consolidated-return election
A parent corporation created a new affiliated group through an acquisition and intended to file a consolidated return, but did not timely make a valid election under Treas. Reg. § 1.1502-75(a)(1). The…
IRS issued targeted rulings for a complex corporate spin-off
A publicly traded parent planned a multi-step separation of a business into a spun-off corporation, with internal transfers, preferred-stock sales, borrowing, cash distributions, retained stock, and p…
Consolidated group could file a late waiver of its loss carryback
A corporate parent intended to waive the entire carryback period for its consolidated group's net operating loss. The group's returns consistently treated the waiver as effective, but the required ele…
IRS resolved seven issues in a spin-off followed by a foreign merger
A public company separated one business into a newly public controlled corporation, which was then acquired through a merger involving an unrelated foreign corporation. The IRS addressed seven discret…
Insurance rehabilitation exchanges were not designated events
A consolidated group's regulated insurance subsidiary was operating through separate accounts after one account entered rehabilitation. A proposed exit plan involved issuing secured notes, exchanging …
Grants extra time to elect consolidated-return filing
A parent corporation and its affiliated subsidiaries failed to make a timely election to file a consolidated federal income tax return. The parent showed that it had reasonably relied on a qualified t…
Integrates contribution and merger steps in a proposed spin-off
A foreign parent proposed moving selected U.S. assets and subsidiaries from one U.S. consolidated group to another through contributions, two stock distributions, a contribution to the receiving U.S. …
Integrates contribution and merger steps in a proposed spin-off
A foreign parent proposed moving selected U.S. assets and subsidiaries from one U.S. consolidated group to another through contributions, two stock distributions, a contribution to the receiving U.S. …
Partnership-to-REIT asset transfers qualify for specified nonrecognition treatment
A publicly traded partnership planned to form a real estate investment trust and contribute substantially all of its operating assets to the new REIT. It would later acquire more assets through a fund…
Consolidated group receives 90 days to make a late intercompany-stock election
A consolidated corporate group inherited deferred gains from stock distributions completed before new intercompany-transaction regulations took effect in July 1995. The former parent had missed the el…
Consolidated election survives acquisition and deferred intercompany gain is excluded
A corporate group had deferred gain from an old intercompany stock distribution and received a companion ruling allowing a late election to apply newer consolidated-return regulations. After the group…
Parties receive 45 days to file a late Section 336(e) election statement
A partnership-taxed buyer acquired all shares of an S corporation through a disregarded entity for cash. The parties intended the stock transaction to be treated as an asset sale under section 336(e),…
Foreign foundation receives late disregarded-entity election for investment vehicle
A foreign tax-exempt private foundation held its U.S. investment portfolio through a single-owner foreign investment vehicle whose custodians had withheld U.S. tax from dividends. The foundation had r…
S corporation receives 45 days to file late Section 336(e) election statement
An S corporation recapitalized into voting and nonvoting shares before two purchasers acquired its stock. A second shareholder received shares before the sale, sold them to one purchaser, and then bou…
Acquirer may close its books on the acquisition date to allocate losses under section 384
A publicly traded holding company acquired a corporation with built-in gains through a merger and then contributed the surviving merger subsidiary to a partnership it controlled. Both the holding comp…
Later bankruptcy restructuring does not disqualify an earlier section 355 distribution and Type G reorganization
A corporate group previously received rulings concerning a bankruptcy reorganization that separated two businesses and distributed the stock of a controlled corporation. After that transaction, the di…
Individual receives 60 days to file a late family-attribution waiver for a stock redemption
An individual was treated as owning corporate stock held by a grantor trust, while family members also owned or were treated as owning stock in the corporation. The trust's stock was redeemed for cash…
Related-corporation stock redemption is not essentially equivalent to a dividend
A taxpayer transferred stock it owned in a corporation in a taxable exchange governed by section 304(a)(1). That provision treated the property received for the stock as a redemption subject to sectio…
Related-corporation stock redemption is not essentially equivalent to a dividend
A taxpayer transferred stock it owned in a corporation in a taxable exchange governed by section 304(a)(1). That provision treated the property received for the stock as a redemption subject to sectio…
Related-corporation stock redemption is not essentially equivalent to a dividend
A taxpayer transferred stock it owned in a corporation in a taxable exchange governed by section 304(a)(1). That provision treated the property received for the stock as a redemption subject to sectio…
Related-corporation stock redemption is not essentially equivalent to a dividend
A taxpayer transferred stock it owned in a corporation in a taxable exchange governed by section 304(a)(1). That provision treated the property received for the stock as a redemption subject to sectio…
Related-corporation stock redemption is not essentially equivalent to a dividend
A taxpayer transferred stock it owned in a corporation in a taxable exchange governed by section 304(a)(1). That provision treated the property received for the stock as a redemption subject to sectio…
Related-corporation stock redemption is not essentially equivalent to a dividend
A taxpayer transferred stock it owned in a corporation in a taxable exchange governed by section 304(a)(1). That provision treated the property received for the stock as a redemption subject to sectio…
Affiliated group receives extra time to elect consolidated filing
A parent corporation intended to file a consolidated federal income tax return with three subsidiaries but did not file a valid return by the election deadline. The group requested relief before the I…
Parties receive extra time for section 336(e) election
A purchaser acquired all stock of an S corporation from its shareholders, and the parties intended the stock sale to be treated as an asset sale under section 336(e). They failed to execute the requir…
Spin-off cash purge qualifies and prior conversions remain liquidations
A public corporation planned to separate one business into a newly formed subsidiary and distribute that subsidiary's stock to shareholders. Before the separation, several corporate subsidiaries would…
Open-market repurchases receive pro rata treatment after a spin-off merger
A public company separated one business into a controlled corporation, distributed that corporation's stock to its shareholders, and immediately combined the controlled corporation with a subsidiary o…
Partnership receives extra time for a deemed-sale election on a REIT contribution
A two-member limited liability company treated as a partnership contributed property to a subsidiary that had elected REIT status. Because part of the property's gain or loss would be allocated to a c…
Partnership receives extra time for a deemed-sale election on a REIT contribution
A two-member limited liability company treated as a partnership contributed property to a subsidiary that had elected REIT status. Because part of the property's gain or loss would be allocated to a c…
Repurchases and retirement-plan purchases receive section 355(e) treatment
A public company separated a business into a controlled corporation and exchanged the controlled stock for some of its own shares. The controlled corporation then merged with a subsidiary of an unrela…
Consolidated group gets more time to waive loss carryback
A parent corporation intended to waive the carryback period for its consolidated group's net operating loss, and the group's returns were filed consistently with that intent. A valid election statemen…
New affiliated group gets more time for consolidated election
A parent acquired eight subsidiaries and intended the resulting affiliated group to file a consolidated return. The group filed a consolidated return by the extended deadline that would have applied, …
Parties get more time for section 336(e) election
A partnership purchased all the stock of an S corporation for cash, and the parties intended the stock sale to be treated as a deemed asset sale under section 336(e). They did not timely execute the r…
Bankruptcy creditors receive favorable section 382 debt treatment
A loss corporation transferred business assets to a new company during a Chapter 11 reorganization, and creditors received stock through a credit bid and a rights offering. The transaction was represe…
Taxpayers get more time to complete section 336(e) election
A corporate group intended to make a section 336(e) election for a disposition of all the target company's stock. The seller and target did not timely enter the written binding agreement required for …
New subsidiary-share basis can reduce excess loss account
A public company owned all of a subsidiary's high-vote stock and some of its publicly traded low-vote stock. The subsidiary's employee compensation awards could be settled with parent-company shares, …
Public-shareholder repurchases receive pro rata treatment under section 355(e)
A public corporation had completed two distributions intended to qualify under section 355 and planned to repurchase shares through open-market purchases, accelerated share-repurchase programs, or ten…
An insurer's cross-border restructuring received favorable reorganization and insurance tax rulings
A domestic insurance group proposed moving its U.S. business to a new domestic subsidiary and its foreign branch business to a new foreign insurer. The foreign insurer would elect under section 953(d)…
A parent received more time to make a consolidated return election
A subsidiary acquired the parent of an existing consolidated group, but the resulting return incorrectly identified the subsidiary rather than its own parent as the new common parent. The subsidiary a…
Bankruptcy distribution of controlled stock was not an earnings device
A company completed a bankruptcy reorganization that separated two businesses and distributed controlled-company stock solely to first-lien creditors. The value those creditors received was significan…
Declared dividends are taxable before later cash payment
An individual owned all of one corporation and a majority of another. Both corporations declared dividends, recorded the amounts on their books, and remained solvent with enough assets to pay them at …
Corporate group receives 75 days for consolidated return election
A parent corporation intended to file a consolidated return with two subsidiaries but did not timely make a valid consolidated return election and omitted one subsidiary from the return. The parent so…
Overlap methodology approved for planned spin-offs
Two publicly traded corporate groups planned to combine under a new holding company and then separate three businesses through distributions intended to qualify under sections 355 and 368(a). Because …
Late section 336(e) election relief granted
A purchaser acquired all the stock of an unrelated S corporation through a disregarded subsidiary, and the parties intended to elect under section 336(e) to treat the stock sale as an asset dispositio…
Late section 336(e) election statement accepted
A partnership purchaser acquired all the stock of an S corporation through a disregarded entity, and the parties intended to elect under section 336(e) to treat the stock sale as an asset disposition.…
Late unified loss basis-reduction election granted
A consolidated group's parent sold all the stock of two subsidiaries at losses, ending their affiliation with the group. The parent intended to elect under the unified loss rules to reduce its stock b…
Late section 336(e) agreement and election allowed
Two individuals bought all the stock of an S corporation for cash and a note, and the parties intended to elect under section 336(e) to treat the stock sale as an asset disposition. A qualified tax pr…
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.