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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S corporation split-off qualifies as tax-free reorganization
A closely held S corporation proposed dividing its business between its shareholders through a corporate split-off. It would form a qualified subchapter S subsidiary, transfer selected business assets…
IRS grants extra time to make a late § 336(e) election treating a stock sale as an asset sale
An individual buyer purchased all the stock of an S corporation from its shareholder. The buyer and seller wanted the deal treated for tax purposes as if the company had sold its assets rather than it…
IRS rules a leveraged corporate spin-off qualifies as tax-free under §§ 355 and 368
A publicly traded parent company (Distributing) asked the IRS to bless the tax treatment of a plan to separate one of its businesses (the SpinCo Business) into a new public company (Controlled 1). The…
IRS blesses a publicly traded foreign parent's redomiciliation to a new country as a tax-free "F" reorganization
A publicly traded corporation organized in one country wanted to change its place of incorporation to a second country (a "redomiciliation"). To do it, the group planned to form a new parent company i…
9100 extension to file a late § 336(e) election treating an S-corp stock sale as an asset sale
When a buyer purchases all the stock of an S corporation, the parties can jointly elect under Code § 336(e) to treat the stock sale as if the company sold all its assets and liquidated. That election …
Tax-free split-off of two businesses via a section 368(a)(1)(D) reorganization and section 355 distribution
A privately held corporation (Distributing) owned by five related shareholders runs two separate businesses: one directly, and the other through a wholly owned LLC that is ignored for tax purposes. It…
Tax-free split-off of a new controlled corporation under 355 and 368(a)(1)(D)
A closely held S corporation owned by related family members wants to divide its business between two owners. It will drop part of its assets into a newly formed subsidiary ("Controlled"), then hand t…
9100 extension to file a late section 336(e) election on an S-corp stock sale
Buyers acquired more than 80% of the stock of an S corporation from its shareholders. The parties wanted the deal treated for tax purposes as a sale of the company's assets rather than its stock, whic…
Extension granted to make a late section 336(e) election on an S corporation stock sale
An individual bought all the stock of an S corporation from its shareholder. The buyer and seller wanted to treat that stock sale as if the company had sold its assets, using a section 336(e) election…
Extra time granted to make a late section 336(e) election on a stock sale
An individual bought all the stock of an S corporation from its shareholder. A section 336(e) election lets a qualifying stock sale be treated as a sale of the company's assets for tax purposes, which…
A publicly traded parent's multi-step internal restructuring and spin-off-then-merger qualifies as tax-free under sections 355 and 368
A publicly traded multinational parent (called "Distributing") wants to separate one part of its business (the "SpinCo Business," made up of two lines of business) from the part it will keep (the "Rem…
Buyer and seller of an S corporation's stock get extra time to make a late section 336(e) election treating the sale as an asset sale
When someone buys the stock of an S corporation, a section 336(e) election lets the parties treat the deal as if the company sold its assets instead of its shares, which can give the buyer a stepped-u…
75 days granted to make a late Section 362(e)(2)(C) election in a built-in-loss property transfer
A taxpayer transferred property to a corporation in a transaction meant to qualify as a tax-free Section 351 exchange. The catch: the property's total tax basis was higher than its fair market value, …
75 days granted to make a late Section 362(e)(2)(C) election in a built-in-loss property transfer
A taxpayer transferred property to a corporation in a transaction meant to qualify as a tax-free Section 351 exchange. The property's total tax basis was higher than its fair market value, so there wa…
75 days granted to make a late Section 382 closing-of-the-books election after an ownership change
A corporation with tax losses went through an "ownership change" under Section 382, which limits how much pre-change loss the company can use to offset income earned after the change. In the year of t…
60 days granted to make a late Section 336(e) election treating an S corporation stock sale as an asset sale
Buyers purchased all the stock of an S corporation from its shareholder. The parties wanted the deal treated as if the corporation had sold its assets rather than as a stock sale, which can give the b…
No gain or loss on a taxable corporation's liquidation into a tax-exempt tribal corporation, which will itself be exempt from federal income tax
When a taxable corporation moves its assets into a tax-exempt entity, the tax rules normally treat that like a taxable sale so the built-in gain does not escape tax forever. Here, a state-law corporat…
IRS approves a downstream merger as a Type A reorganization
An S corporation proposed to merge downstream into a corporation whose stock was its primary asset, leaving the lower-tier corporation as the survivor. The S corporation's shareholders would receive n…
IRS grants a new corporate parent extra time to make a late consolidated-return election after an acquisition
A holding company (an LLC that elected to be taxed as a corporation), formed by private equity funds to buy a target corporation, acquired that target through its subsidiary. The target had been the c…
Late § 336(e) election allowed to treat an S-corp stock sale as an asset sale
When someone buys all the stock of an S corporation, the parties can elect under § 336(e) to treat the deal as if the company sold all its assets and liquidated, which usually gives the buyer a steppe…
Tax-free split-off letting one family branch take its own corporation
A publicly traded corporation, owned mostly by three related families plus other shareholders, wants to divide up its main business. It will form a new subsidiary, drop part of the business into it, a…
Late election allowed to apportion a consolidated § 382 limitation to departing members
When companies that had losses leave a consolidated group, the group's parent can elect under Treas. Reg. § 1.1502-95(c) to hand off part of the group's § 382 limitation (the annual cap on using pre-o…
Parent treated as owning "friendly PC" stock, so the professional corporations must join its consolidated return
State licensing laws often require a professional corporation (PC) to be owned only by licensed professionals, which stops an ordinary corporate parent from holding the PC's shares directly. This ruli…
75-day extension to file a late § 336(e) election treating an S-corp stock sale as an asset sale
A § 336(e) election lets certain sales of a corporation's stock be treated, for tax purposes, as if the corporation had sold its assets. Buyers often want this because it gives the assets a stepped-up…
Mutual fund reorganization qualifies as tax-free under Section 368 even though sanctioned foreign stock transfers later
Two mutual funds organized as separate series of the same investment company want to merge, with the Target Fund folding into the Acquiring Fund. Both are regulated investment companies (RICs) with ne…
An S corporation's transfer of stock to a publicly traded corporation followed by its conversion to a partnership qualifies as a tax-free Type C reorganization
A closely held S corporation ("Target") holds mostly an interest in a partnership, which in turn owns shares of a publicly traded corporation ("Acquiring"). In a restructuring, the partnership first d…
75-day extension to file a late section 336(e) election treating a stock sale as an asset sale
Buyers purchased all the stock of an S corporation from its shareholders. When a stock sale meets the definition of a "qualified stock disposition," the parties can elect under section 336(e) to treat…
Tax-free treatment for a multinational group's three-step spin-off separating two businesses
A publicly traded foreign parent company sits atop a worldwide group that runs two distinct businesses, and it wants to separate them. To do that, it laid out a long series of internal reorganization …
IRS grants extra time to make a late Section 336(e) election so an S corporation stock sale can be taxed as an asset sale
When someone buys all the stock of an S corporation, the parties can elect under Section 336(e) to treat the stock sale as if the company had instead sold all its assets, which often gives the buyer a…
IRS rules a closely held S corporation's spin-off of a second business qualifies as a tax-free Section 355 distribution and Section 368(a)(1)(D) reorganization
A closely held S corporation owned equally by three related shareholders ran two separate businesses. It wanted to split them apart: it would drop one business into a newly formed corporation and then…
IRS grants a consolidated group more time to make a late Section 362(e)(2)(C) election on a built-in-loss property transfer to a foreign subsidiary
A member of a consolidated corporate group transferred property to a foreign corporation in a Section 351 exchange, and the property's tax basis was higher than its value (a built-in loss). Section 36…
9100 extension to file a late section 336(e) election on the sale of an S corporation's stock (336)
An S corporation was owned by a single shareholder who sold all of its stock to a corporate buyer. A section 336(e) election lets a qualifying stock sale be treated, for tax purposes, as if the compan…
9100 extension to elect that an acquired subsidiary's loss carryovers expire on joining a consolidated group (1502)
A parent company heads a consolidated group (a set of affiliated corporations that file one combined federal return). Its subsidiary acquired a target company that carried old net operating losses fro…
9100 extension to deliver the U.S.-shareholder notice for a section 338 election on a foreign acquisition (338)
A foreign company bought all the stock of another foreign company (and, through it, several foreign subsidiaries), all of which were controlled foreign corporations. The buyer wanted to make a "sectio…
Corporate spin-off and related debt assumption receive nonrecognition treatment
A multinational corporate group proposed separating one business from a U.S. distributing corporation into a newly formed controlled corporation and distributing the controlled corporation’s stock to …
Subsidiary treated as consenting to consolidated return despite missing Form 1122
A parent corporation mistakenly continued treating its former qualified subchapter S subsidiary as disregarded after revoking the parent's S election. The parent included all of the subsidiary's incom…
S corporation spin-off qualifies for tax-free reorganization treatment
A privately held S corporation operated two active businesses, one on land carrying potential environmental liability that could expose all corporate assets. It proposed placing the other business in …
Subsidiary was treated as consenting to parent's consolidated return
A medical-device parent formed a domestic subsidiary to acquire another business's assets. Its tax preparer mistakenly believed the subsidiary was a disregarded entity, so the parent filed a standalon…
Domestic subsidiary was allowed to join parent's consolidated return late
A parent corporation owned a foreign subsidiary that in turn owned a domestic subsidiary. After another group acquired the parent, advisers failed to identify that the foreign subsidiary held U.S. pro…
Affiliated corporations substantially complied with consolidated-return election rules
Two affiliated corporations intended to file a consolidated federal income tax return after a represented reverse acquisition. Their preparer used the subsidiary's name and employer identification num…
Corporate separation qualifies for tax-free reorganization treatment
A publicly traded corporate parent proposed separating one business into a newly formed subsidiary and distributing all of the subsidiary's stock pro rata to the parent's shareholders. The subsidiary …
Stapled preferred and common shares treated as new common stock
A privately held corporation proposed distributing a new class of preferred stock to its existing common shareholders. Each new preferred share would be permanently stapled to its corresponding common…
Late section 336(e) election statement approved
An individual purchased at least 80 percent of an S corporation's stock, and the parties intended to treat the stock sale as an asset sale under IRC § 336(e). They did not timely attach the required e…
Public-company stock merger qualifies as Type B reorganization
A public acquiring company proposed using a merger subsidiary to acquire all stock of another public company in exchange for the acquirer's common stock. The target would survive the merger, and cash …
Public-company stock merger qualifies as Type B reorganization
A public acquiring company proposed using a merger subsidiary to acquire all stock of another public company in exchange for the acquirer's common stock. The target would survive the merger, and cash …
Multistep business separations qualified as tax-free corporate reorganizations
A privately held corporate group proposed an internal separation followed by three distributions designed to place four businesses in separately operated companies owned by the existing shareholders. …
Nonprofit insurer holding-company reorganization and spin-offs received favorable rulings
A nonprofit insurer subject to IRC §§ 501(m) and 833 reorganized under a new nonprofit holding company and separated regulated and nonregulated businesses. The IRS treated the insurer's admission of t…
Fund received more time for built-in-loss property basis election
An investment fund transferred business assets with aggregate tax basis above fair market value to an affiliated corporation in a transaction represented to qualify under IRC § 351. The fund and corpo…
Fund received more time for built-in-loss property basis election
An investment fund and affiliated funds transferred business assets with aggregate tax basis above fair market value to an affiliated corporation in transactions represented to qualify under IRC § 351…
Affiliated fund received more time for built-in-loss basis election
An investment fund transferred business assets with aggregate tax basis above fair market value to an affiliated corporation in a transaction represented to qualify under IRC § 351. The fund and corpo…
Fund obtained late-election relief for transferred built-in-loss assets
An affiliated investment fund transferred business assets whose aggregate tax basis exceeded fair market value to a corporation in a transaction represented to fall under IRC § 351. The parties intend…
Late basis election allowed for fund's built-in-loss asset transfer
An investment fund transferred business assets with built-in loss to an affiliated corporation in a transaction represented to qualify under IRC § 351. The fund and corporation intended to elect under…
75-day extension to make a late section 336(e) election on an S corporation stock sale
A section 336(e) election lets the sale of a corporation's stock be treated, for tax purposes, as if the company had sold its assets, which can give the buyer a stepped-up basis in those assets. Here …
Consolidated group received 75 days to waive a loss carryback
A consolidated corporate group generated a consolidated net operating loss and carried it forward on its returns. The group intended to waive the loss's carryback period but relied on a tax profession…
Nonprofit insurer restructuring received tax-free reorganization rulings
A nonprofit health insurance organization completed a restructuring that placed a new nonprofit holding company above it and moved several subsidiaries and disregarded entities within the group. The I…
Land rights transfer qualified for section 351 nonrecognition
An Alaska Native Regional Corporation proposed transferring specified land rights to a newly formed corporation in exchange for stock. An unrelated corporation would also contribute assets for stock, …
Foreign holding company domestication qualified as an F reorganization
A foreign holding company domesticated under state law and became a domestic corporation. For federal tax purposes, it was treated as transferring all assets and liabilities to the domestic corporatio…
Parties received 75 days to make a late section 336(e) election
Purchasers acquired all stock of an S corporation from its shareholders, and the parties intended to treat the stock sale as an asset sale under section 336(e). They did not timely attach the required…
Extension granted for late section 336(e) election
A consolidated group's parent distributed all the stock of several target corporations and intended the qualified stock disposition to be treated as an asset sale under section 336(e), but the parties…
Business separation qualifies as a tax-free Type D spin-off
A publicly traded foreign parent planned to separate one business from another by contributing subsidiaries, receivables, and business assets to a controlled corporation and distributing all controlle…
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.