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Saving the S election; an analysis of recent letter rulings suggests that the IRS has been reasonable in granting waivers of S termination.

Before the Subchapter S Revision Act of 1982 added the inadvertent termination rules to the Code, errors that caused a violation of the S corporation requirements resulted in the loss of the S election. For years after Dec. 31, 1982, Sec. 1362(f) alleviates this harsh result by allowing the IRS to waive an unintentional loss of the S election. If the IRS decides that an election was lost because of a mistake that was not motivated by tax avoidance, the disqualifying event may be treated as if it did not happen. Thus, an error should no longer be viewed as fatal to an S election.

The waiver of inadvertent S terminations has been the subject of many IRS letter rulings. This article will examine the inadvertent termination rules and letter rulings on requests for waivers of terminating events. The letter rulings have been categorized to point out the types of errors that advisers should watch for to protect their clients' elections and avoid practice problems for themselves.

Inadvertent Termination

No matter how carefully a corporation monitors its qualifications to retain an S election, a terminating event (event) may happen to cause an unintentional loss of S status. The legislative history of Sec. 1362(f) indicates that when tax avoidance would not result from continuing the election, the IRS should be reasonable in granting waivers of S terminations. (1) Congress also recognized that when waiving terminations, it might be necessary for the IRS to work out agreements to protect the revenue without imposing an undue hardship on the taxpayers.

* Terminating events subject to waiver

An S election will terminate if the S corporation violates the small business corporation requirements (2) or fails the passive investment income test. (3) Loss of the S election may be avoided, however, under the inadvertent termination provisions of Sec. 1362(f). This benefit is not available if the election is voluntarily revoked under Sec. 1362(d)(l) or if the corporation fails to use a permitted year required by Sec. 1378.

The restrictive requirements placed on a trust present special problems. Certain trusts that are initially eligible, but hold an S corporation's stock longer than the 60-day or two-year grace period, (4) become ineligible S shareholders. In addition, a trust that does not satisfy all the requirements to be a qualified subchapter S trust (S trust) will be an ineligible S shareholder. (5) A violation of the requirements placed on a trust also may be subject to the Sec. 1362(f) termination waiver.

* Waiver requirements

The IRS may waive an event if three conditions are satisfied: the event must be inadvertent, it must be corrected and adjustments for the waiver period must be accepted.

A corporation may obtain a waiver by filing a ruling request. (6) The request should state the effective date of the S election; the facts about the event; why it should be considered inadvertent; when and how it was discovered; and the steps taken to return to S status.

The IRS must determine that the termination was inadvertent. Since the burden of proof is on the corporation, it must provide sufficient information to establish that the event was unintentional. (7) The corporation's position could be supported by showing that the event was not reasonably within its control, and that neither the corporation nor its shareholders had a plan to terminate the election. The corporation's position could be strengthened by showing that although it exercised due diligence to protect against a termination, the event happened without its knowledge.

Within a reasonable time after discovering the event, the corporation must take steps to requalify as an S corporation. The discovery of an event occurs when the corporation has actual knowledge of the event or when a reasonable person would know about the event. Before a waiver can become effective, there must be a complete correction of the event.

Prop. Regs. Sec. 1.1362-5(d) cites examples of possible corrections: If more than one class of stock is issued, the second class must be eliminated. When stock is owned by an ineligible shareholder, the interest must be terminated. If the passive investment income test is failed, either the passive investment income must be reduced or C earnings and profits (E&P) eliminated.

* Waiver period

The IRS's determination ruling states the period for which the terminating event will be waived (waiver period). During the waiver period, the IRS usually treats the corporation as though the event did not happen and the S election is allowed to continue without interruption. However, the IRS could limit the waiver period by making it retroactive only to the date the corporation requalified for S status. Thus, a limited waiver would result in C corporation treatment during the disqualification period.

* Adjustment consent

To receive approval of the waiver request, the corporation and all its shareholders at any time during the waiver period must agree to make adjustments consistent with S corporation treatment. An interesting result of this requirement is that ineligible entities may be treated as qualified S shareholders during the waiver period. (8) The IRS also may require adjustments to prevent the loss of revenue. Under Sec. 7121, these adjustments may be included in a closing agreement.

Prop. Regs. Sec. 1.1362-5(e) sets out the information needed in the corporate and shareholder consents. Both consents must state the adjustment required by the IRS and the waiver period, and must be signed. The shareholder consent is signed by the shareholder. It must give both the shareholder's and corporation's name, address and identification number, and state the number of shares and the dates the shareholder owned the stock. The corporate consent is signed by the person authorized to sign the corporate return. It should show the corporation's and each shareholder's name, address and identification number. The consents are to be attached to the return for the period for which the adjustments are made.

IRS Letter Rulings

An analysis of 292 letter rulings issued after 1982 on inadvertent terminations shows that over 85% of the events were due to three causes. (9)

The leading cause was the failure of an S trust beneficiary to file the required Sec. 1361(d)(2) election, followed by stock issued to an ineligible shareholder, and the S corporation becoming a member of an affiliated group. None of the letter rulings related to exceeding the 35-shareholder limit. Based on the types of events occurring, it appears that an S corporation needs to work very closely with its tax advisers when a shareholder is any type of entity other than a person and when it intends to acquire stock in another corporation.

In almost one-half of the letter rulings, the taxpayer was relying on professional advice when the event happened. As noted above, the S trust election, an ineligible shareholder and an affiliated group accounted for most of the occurrences.

The IRS has not indicated what it considers a timely correction of an event or how it determines the length of the waiver period. Based on the letter rulings, the IRS usually waives the termination back to the date of the event (S treatment does not stop). Although the average period was about 385 days, the longest waiver period in the letter rulings reviewed was 2,102 days. (10)

Failure to File S Trust Election

The most frequent event was the failure of S trust beneficiaries to timely file the elections required by Sec. 1361(d)(2). Although 121 letter rulings dealt with this issue, only two of the taxpayers were denied a waiver--because the events occurred before the effective date of Sec. 1362(f). (11) For more than half of the failures to file the election, advisers were relied on to help the corporation comply with the S requirements.

There is a need for increased awareness that the beneficiary must file the required election. In addition, a method should be established to help the S corporation be sure that proper elections are timely filed. One procedure that might help with this problem is for the tax adviser to draft for the corporation a sample beneficiary election form and instructions for filing with the IRS. On acquiring an S trust shareholder, the corporation should forward the election and instructions for filing to the beneficiary of the trust. Also, the corporation might ask the beneficiary for documentation that the election was timely filed.

The requirement to file the beneficiary's election was most often overlooked when stock was transferred from an individual to an S trust, (12) followed by a stock transference from an estate to an S trust. (13)

The letter rulings revealed a variety of events that resulted in overlooking the beneficaries' elections: (1) The election was properly filed for the stock of one S corporation held by the S trust but not for a second, (14) (2) the stock passed from one S trust to a second S trust, but the beneficiary's election was not filed for the second trust; (15) (3) the conversion of a debenture into S stock resulted in overlooking the election; (16) (4) S stock was received on default on a real estate mortgage, and both the trust and the beneficiary were unaware that an S election was in effect; (17) and (5) the IRS approved a waiver because of lost election forms. (18)

When the S trust beneficiary's election has not been filed, the corrective action has been to file late elections. The IRS generally treats the trust as a qualified S trust during the waiver period. However, the beneficiary is sometimes identified as the S shareholder. (19) The average waiver period for these terminations was 472 days, with a maximum of 2,102 days.

Ineligible Shareholders

The second largest source of events was the issuance of S stock to an ineligible shareholder. Still, the IRS approved all 88 requests for a waiver. Transfers of stock to either a nonqualified trust or a corporation accounted for a large portion of the transfers to an ineligible shareholder. In addition, the transfers to a trust most often relied on an adviser to comply with the S requirements. Since attorneys and accountants would be involved in setting up and maintaining the trust, it might be expected that they would be cited as the cause of the termination. For transfers of stock to corporations and to other entities, the adviser probably would not know of the ineligible shareholder until after the stock was transferred. Thus, advisers were cited as being relied on less frequently for these transfers. In a few of the letter rulings, the type of ineligible shareholder was not identified.

* Nonqualified trusts

Nonqualified trusts have acquired S stock through purchases and transfers of stock from grantors and estates. (20) S stock was also erroneously issued to a trust, contrary to a person's oral instructions to issue the stock to his grandchildren. (21) In one letter ruling, a bank required that a shareholder's retirement trust become a shareholder in the S corporation under the terms of a loan collateral agreement. (22) In another, a trust became an S shareholder because of a merger. (23) Also, due to a beneficiary's death, S stock was transferred from a qualified to a nonqualified trust. (24) Nonqualified trusts disposed of their interest by distributing or selling the S stock to a qualified beneficiary or an S trust, terminating the trust, or by having the S stock reissued in the correct name.

The transfer of S stock to a grantor trust with multiple owners was corrected by transferring the stock to a separate grantor trust for each owner. (25) But another trust with more than one income beneficiary was permitted to separate the beneficiaries' interests into independent and separate shares to become a qualified S trust. (26) However, the transfer of S stock to a family trust was corrected by trading the S stock held by the trust for specific assets of a related marital trust that qualified as an S trust. (27)

In some letter rulings, the IRS treated the trust's beneficiary as the S shareholder. (28) More often, the trust was treated as the S shareholder for the waiver period and had to include its pro rata share of the S items on Form 1041. The average waiver period for the nonqualified trusts was 383 days, with a maximum of 1,465 days. (29)

In Rev. Rul. 86-110, (30) the majority shareholder of an S corporation transferred S stock to two nonqualified trusts. The transfer was made after counsel advised the shareholder that the S election would not be affected. After the transfer, the shareholders and the corporation continued to report as if the S election were still in effect. Consistent with the position it has taken in letter rulings, the IRS ruled that the S election would be treated as continuing under Sec. 1362(f), even though the corporation had one or more ineligible shareholders.

In Rev. Rul. 89-45, (31) the IRS indicated that a trust containing an after-born grandchild provision does not qualify as a subchapter S trust. A termination was waived when a trust violated this ruling. (32)

* Corporate shareholder

S corporation stock was acquired by another corporation in a variety of transactions. The most common was the transfer or sale of stock by a person to a corporation. (33) However, stock was also acquired by direct purchase from the S corporation, by issuing S stock for services and by putting the wrong name on the stock certificate. (34) In addition, S stock has been pledged as security for a loan and then transferred to the corporate lender in satisfaction of the debt. (35)

In one ruling, a shareholder contributed S stock to an incorporated charity. The event was corrected by the S corporation redeeming the stock. The person who gave the stock to the charity was treated as the S shareholder during the waiver period. He was denied a contribution deduction in the year he gave the S stock to the charity. But he was allowed a contribution deduction for the stock's redemption price in the year it was redeemed. (36)

In another ruling, stock was issued to a corporate lender as an inducement to make a loan. When it was determined that the S corporation had an ineligible shareholder, the stock was redeemed in exchange for a five-year note. (37) The lender was treated as the S shareholder for the period it owned the stock.

When stock of an S corporation was acquired by another corporation, two methods of correction were indicated in the letter rulings. One way was for the S corporation to reacquire the shares from the corporate shareholder. A second method was to permit a person to purchase the shares. Regardless of how the correction was made, the IRS considered the corporation a qualified S shareholder during the waiver period. As a result, the corporation had to include a pro rata portion of the S corporation's income on its Form 1120. (38) The average waiver period for corporate shareholders was 267 days, with a maximum of 737 days.

* Partnership shareholder

Eleven rulings concerned transfers of stock to partnerships. Partnerships became S shareholders through purchases of stock, gifts from persons, transfers from estates, the issuance of stock for services and by putting the wrong name on the stock certificate. (39) The partnership's interest was terminated by reissuing the stock to individual partners or by redemption of the stock by the S corporation. Generally, the partnership was considered the shareholder and thus was required to include a pro rata share of the S corporation items on its Form 1065. However, in several instances, the adjustment treated the partners as the shareholders and required them to directly consider S corporation items. The average waiver period for partnerships was 290 days, with a maximum of 573 days. (40)

* Retirement plan shareholder

Nine of the 88 letter rulings discussed the treatment of terminations due to a retirement plan shareholder. When S stock was acquired by a pension trust or an individual retirement account (IRA), the transfer was corrected by repurchase of the stock by the S corporation or by the individual shareholder. During the waiver period, the pension trusts were treated as the qualified shareholders. (41) However, the treatment of IRAs as shareholders depended on operating results. (42) If the S corporation incurred a loss during the waiver period, the IRA was considered a qualified S shareholder. If income was realized, the individual was treated as the S shareholder. As a result, the individual derived no benefit from S losses, but he was required to report S income on Form 1040. A self-employed retirement trust seemed to be given the same treatment as an IRA. (43) Retirement plan waiver periods averaged 300 days, with a maximum period of 509 days.

* Timely distribution from trust

An S election terminates if the Sec. 1361(c)(2) permitted trust 60-day (or two-year) grace period is not observed. Before the grace period expires, the S stock must be transferred to a qualified shareholder to avoid loss of the S election. Four rulings discussed this type of event.

Failure to timely distribute S stock from a permitted trust has been excused due to problems in closing the estate, age and illness of the executor/trustee, lack of awareness of the rule and error. (44) Sometimes the trust distributed the S stock to a person or an S trust. Others sold the stock back to the S corporation or a person. The trust was treated as a qualified S shareholder during the waiver period and was required to include a pro rata share of S items on its Form 1041. The waiver period averaged 267 days, with the longest period 514 days.

Member of Affiliated Group

In 43 of the letter rulings, the event occurred because the corporation became a member of an affiliated group. The IRS approved the request for a waiver of the event in all 43. According to the letter rulings, about half of the transactions were completed after receiving professional advice. Two common errors made by the advisers were failure to determine whether the corporations involved had an effective S election and to recognize the effect of the transaction on the S election. (45)

An S corporation became a member of an affiliated group when it formed or acquired a domestic or foreign subsidiary. (46) Less obvious, though, are transactions such as a merger or stock redemption that result in the S corporation owning an 80%-or-more interest in another corporation. (47) The ownership of a prohibited interest in a shell corporation with income also resulted in affiliated status. (48) In addition, S corporations became members of an affiliated group when stock was issued to the wrong entity. (49) Affiliated group status also resulted from the cancellation of debt in exchange for S stock. (50) An event was also waived when the newly owned stock exception to the foreign subsidiary grandfather rule was violated. (51)

To correct the errors, stock in the affiliated corporation was sold, distributed or reissued to a qualified shareholder in full or in an amount sufficient to reduce the S corporation's interest to below 80%. As alternative methods of correction, the subsidiary corporation could be merged into the parent S corporation or one corporation could be liquidated.

Other than indicating that the S election continued in effect, the letter rulings did not clearly define a specific adjustment for these transactions. An approach that is acceptable to the IRS is for each S corporation and its shareholders to recognize S treatment for the entity's own operations. The affiliated group may not file a consolidated return. The related corporations must report their operating results on their own Form 1120 or 1120S. The maximum waiver period for a member of an affiliated group was 802 days, with an average period of 252 days.

Nonresident Alien Shareholder

The IRS approved all eight of the requests to waive a transfer of stock to a nonresident alien. S corporations have issued stock directly to nonresident aliens, resulting in an event. (52) In one letter ruling, a nonresident alien who subscribed to stock was considered a shareholder under state law. (53) Other letter rulings involved issuing stock to a resident alien who later left the United States and gave up resident status. (54)

The corporation returned to qualified S status by having a U.S. resident, citizen or the corporation purchase the stock from the nonresident alien. The nonresident alien was treated as a qualified S shareholder during the waiver period. Also, the shareholder was subject to withholding on his share of S income under Sec. 1441. Losses reported by the shareholders were treated as from nonbusiness sources. The average waiver period for nonresident alien shareholders was 255 days, with a maximum of 392 days.

Passive Investment Income

The passive investment income test (test) was the subject of 16 letter rulings. The IRS approved 15 requests for waivers and denied one. Over one-half of these events relied on advisers to avoid loss of the election.

In one letter ruling, the IRS denied the request for a waiver. Since the event occurred before the effective date of Sec. 1362(f), it was not subject to the inadvertent termination rules. (55) The test was usually failed because of errors in calculating C corporation E&P. (56) (Because of the complexity of the E&P calculation, tax advisers must exercise caution when making these computations.) However, the event was waived when the corporation distributed a dividend equal to its C E&P that was to be included in the shareholder's gross income.

After failing the test, another corporation asked for a waiver of the related tax under Sec. 1375(d) on the basis tht no tax was due. (57) However, the corporation was still required to distribute all of its E&P to return to S status and for the event to be waived.

In another S corporation with C E&P, income initially viewed as from an active business was later determined to be passive investment income. (58) The company distributed its E&P to correct the terminating event. The IRS required amended Forms 1120S reporting the passive income tax for the three years that resulted in the event that was waived.

A construction company failed the test because construction delays resulted in a lack of operating income. (59) Adverse economic conditions, plant disease and weather conditions have caused other S corporations to fail the test. (60)

The IRS normally requires that the C corporation dividend be treated as paid on the last day of the S period. The S corporation and the shareholders both must amend their returns to reflect the taxable dividend. (61) In addition, the corporation may need to pay tax on its passive investment income and the shareholders will have to pay interest on any underpayment of their tax. The waiver period for these terminations averaged 383 days, with a maximum period of 440 days.

Distribution of S Trust Income

Failure to currently distribute an S trust's income as required by Sec. 1361(d)(3)(B) also results in a terminating event. (62) All 11 of the requests for waivers in this category were approved by the IRS. In one letter ruling, income was not timely distributed to beneficiaries because it was lent back to the S corporation. (63) The corporation can return to S status if the trust distributes its income. Although the IRS usually identifies the trust as the S shareholder, sometimes the beneficiary may be deemed the shareholder during the waiver period. (64) The waiver period for these events averaged 575 days, with a maximum period of 857 days.

Second Class of Stock

Four letter rulings determined the result of a second class of stock. Three of them qualified as inadvertent terminations. The longest waiver period was 688 days.

In two letter rulings, the second class of stock resulted from differences in various rights given the two classes of stock. (65) In both instances, the company relied on its advisers to amend its articles of incorporation to provide differences only in voting rights. After the company's outside accountants determined that the company had two classes of stock, the articles were promptly revised. The terminations were waived.

After contacting its attorney, an S corporation issued a second class of common stock that guaranteed a 25% return on investment. (66) When the company discovered it lost its election, it immediately redeemed the second class of stock. The termination was waived.

In preparation for making an S election, an attorney reviewed the corporation's capital structure and determined that the only difference between its two types of stock was in voting rights. (67) About three years later, an accountant found that a second class of stock existed due to differences in dividend and liquidation rights. Although the corporation corrected the problem by making the two classes identical except for voting rights, the termination was not waived. The IRS determined that since the original election was not valid, relief was not available under the inadvertent termination rules.

Voluntary Revocation of Election

Based on an errorneous assumption, an S corporation revoked its election. The IRS viewed the revocation as voluntary and subject to control by the corporation and the shareholders and not as an inadvertent event. Thus, the corporation was not permitted to reelect S status. (68)

Plan of Action

A distributing conclusion that might be drawn from an overall analysis of the letter rulings is that all too often there is a communication breakdown between the corporation and its advisers. (69) In most of the letter rulings, the taxpayer was relying on an adviser when the event happened. The event was later found during the preparation of the Form 1120S and related K-1s or when the S corporation changed advisers. Often, the event could have been avoided if the advisers had asked about the corporation's S status, looked closer at the transaction, reviewed the S requirements or talked with each other about the transaction. (70)

When working with an S corporation, the tax adviser faces the difficult task of staying abreast of developing S requirements and, at the same time, keeping up with the changes that take place in each S corporation client and evaluating jthe effect of different occurrences on the client's S election. The task might be made easier by making sure that the S corporation, its shareholders, and its legal and financial advisers are aware of the strict requirements that must be met to retain S status.

Regular discussions with the S corporation's officers and its other legal and financial advisers would help the tax adviser keep up with current events in the corporation. Providing the corporation with a checklist of S election "do's and don'ts" to give to its shareholders and supplying extra copies of the checlist to be mailed with Forms 1120S and K-1 would help create an awareness of the complexity of the rules and the need for consulting the tax adviser before executing a transaction that could result in loss of the election.

The tax adviser should consider developing an S corporation internal practice guide and checklist (or using one published by the AICPA Tax Division), which would quickly point out most of the issues that need to be considered to maintain an S election. Based on the findings in the letter rulings, it is important to periodically evaluate each S client to determine if all the S requirements are satisfied. The practice guide would be useful in fulfilling this task.

If an inadvertent termination does occur, it doesn not mean that the S election is lost. A prompt correction of the mistake and a properly prepared request for a waiver of the terminating event should result in the S election continuing without interruption. As this study found, the IRS denied only five out of 292 waiver requests; of these five, three were denied because the event happened before the effective date of Sec. 1362(f), a fourth was denied because the original election was not valid and the fifth was denied because the election was voluntarily revoked. In addition, the IRS has been consistent in the positions it has taken in the inadvertent termination letter rulings examined in this analysis.

(1) S. Rep. No. 97-640, 97th Cong., 2d Cong., 2d Sess. 12-13 (1982).

(2) Sec. 1362(d)(2).

(3) Sec. 1362(d)(3).

(4) Sec. 1361(c)(2).

(5) Sec. 1361(d).

(6) Determination requests should be sent to: IRS, Associate Chief Counsel (Technical), Attn: CC:PS, 1111 Constitution Ave., N.W., Washington, D.C. 20224.

(7) Prop. Regs. Sec. 1.1362-5(b). (The proposed regulations were released on Dec. 27, 1988.)

(8) Prop. Regs. Sec. 1.1362-5(f).

(9) IRS letter rulings may not be relied on as providing precedent. However, they do provide useful indications of the IRS's position when deciding specific issues. In addition, letter rulings dated after Dec. 31, 1984 may be relied on to avoid the Sec. 6662 substantial understatement penalty. Because of space limitations, not all of the letter rulings used for this article are cited. Also, the reader is cautioned to check current rulings for new developments and consistency with the findings in this article.

(10) IRS Letter Rulings 9045016 (8/9/90)(2,102 days); 9009033 (12/4/89) (2,041 days); 9144023 (8/1/91) (2,038 days); 9115043 (1/15/91) (1,945 days).

(11) IRS Letter Rulings 8832055 (5/18/88); 8421061 (2/21/84).

(12) IRS Letter Rulings 91 48003 (8/9/91); 9115021 (1/11/91); 9111036 (12/17/90).

(13) IRS Letter Rulings 9146026 (8/14/91); 9118003 (1/29/91); 9110049 (12/12/90); 9001050 (10/11/89).

(14) IRS Letter Rulings 9027006 (3/26/90); 8847082 (8/31/88).

(15) IRS Letter Rulings 8817040 (1/29/88); 8931057 (5/10/89).

(16) IRS Letter Rulings 9042026 (7/20/90); 8904025 (10/28/88).

(17) IRS Letter Ruling 9032025 (5/15/90).

(18) IRS Letter Rulings 8753031 (10/5/87), 8729048 (4/21/87) and 8545069 (8/13/85) (forms lost or misplaced by an adviser, or in the mail); 9003055 (10/26/89) (election form with the corporation instead of the IRS).

(19) IRS Letter Ruling 9020011 (2/15/90).

(20) IRS Letter Rulings 8938003 (6/13/89), 8802036 (10/16/87) and 8801025 (10/9/87) (purchases); 9145026 (8/8/91), 8923010 (3/3/89), 8844037 (8/8/88) and 8725048 (3/24/87) (grantor transfers); 9146034 (8/15/91), 9042031 (7/23/90) and 8839025 (6/29/88) (estate transfers).

(21) IRS Letter Ruling 8916028 (1/19/89).

(22) IRS Letter Ruling 8938023 (6/26/89). See also Letter Ruling 9043058 (8/1/90).

(23) IRS Letter Ruling 8923030 (3/13/89).

(24) IRS Letter Ruling 8905046 (11/8/88).

(25) IRS Letter Ruling 9033044 (5/22/90).

(26) IRS Letter Ruling 9111044 (12/18/90).

(27) IRS Letter Ruling 9043032 (7/30/90).

(28) IRS Letter Rulings 8918022 (2/1/89); 8916028, note 21; 8846013 (8/19/88); 8801025, note 20.

(29) IRS Letter Ruling 8923030, note 23.

(30) Rev. Rul. 86-110, 1986-2 CB 150.

(31) Rev. Rul. 89-45, 1989-1 CB 267.

(32) IRS Letter Ruling 9017019 (1/25/90).

(33) IRS Letter Rulings 9118021 (2/4/91); 8949068 (9/13/89); 8931047 (5/9/89) (stock reissued to an investment adviser to be held for a corporation); 8918084 (2/8/89); 8745051 (8/13/87).

(34) IRS Letter Rulings 8719013 (2/5/87) (sale); 8932070 (5/17/89) (a management agreement required issuance of stock to a corporation) and 8915022 (1/12/89) (services); 9123067 (3/9/91) (error).

(35) IRS Letter Rulings 8952068 (10/4/89); 8839034 (6/30/88); 8830020 (4/27/88); 8741022 (7/10/87); 8719006 (2/2/87).

(36) IRS Letter Ruling 8907044 (11/23/88).

(37) IRS Letter Ruling 8741033 (7/13/87).

(38) IRS Letter Ruling 8905050 (11/8/88).

(39) IRS Letter Rulings 9027009 (3/30/90) (purchase); 8737010 (6/9/87) (gift); 8929016 (4/19/89) (estate); 8721044 (2/19/87) (services); 8741033, note 37 (error); 9147023 (8/16/91) and 9124023 (3/15/91) (other).

(40) IRS Letter Ruling 8745051, note 33.

(41) IRS Letter Rulings 8910029 (12/8/88); 8741018 (7/9/87); 8646033 (8/18/86).

(42) IRS Letter Rulings 9146007 (8/7/91); 9107018 (11/16/90); 8915067 (1/23/89); 8914005 (12/15/88); 8821020 (2/24/88).

(43) IRS Letter Ruling 8850034 (9/19/88).

(44) IRS Letter Rulings 8927033 (4/10/89) (difficulty in settling estate); 8928067 (4/19/89) (illness); 9138013 (6/17/91) (lack of knowledge); 8650010 (9/9/86) (error).

(45) IRS Letter Rulings 8932016 (5/12/89), 8917038 (1/31/89), 8915037 (1/13/89) and 8914033 (1/5/89) (election); 9126046 (4/2/91), 9117063 (1/31/91), 8946063 (8/23/89) and 8842023 (7/25/88) (effect).

(46) IRS Letter Rulings 9111056 (12/19/90), 9102023 (10/12/90), 9002023 (10/13/89), 8949080 (9/13/89), 8949063 (9/12/89) and 8935021 (6/1/89) domestic subsidiary); 9121007 (2/19/91), 8926072 (4/5/89) and 8923034 (3/13/89) (foreign corporation).

(47) IRS Letter Rulings 8946063, note 45; 8928069 (4/19/89); 8914085 (1/12/89).

(48) IRS Letter Rulings 9050020 (9/14/90); 8624107 (3/20/86).

(49) IRS Letter Rulings 9147051 (8/21/91); 8621013 (2/14/86).

(50) IRS Letter Ruling 9111032 (12/17/90).

(51) IRS Letter Ruling 9108040 (11/27/90).

(52) IRS Letter Rulings 9119046 (2/12/91); 9027009, note 39; 9003020 (10/20/89).

(53) IRS Letter Ruling 8718047 (2/3/87).

(54) IRS Letter Rulings 9015020 (1/10/90); 8926057 (4/4/89).

(55) IRS Letter Ruling 8537034 (6/14/85).

(56) IRS Letter Rulings 9039021 (6/29/90); 8721029 (2/18/87).

(57) IRS Letter Ruling 8848065 (9/8/88).

(58) IRS Letter Ruling 8952033 (9/29/89).

(59) IRS Letter Ruling 8937006 (6/12/89).

(60) IRS Letter Rulings 9110036 (12/10/90) and 9046019 (8/16/90) (economy); 9038046 (6/27/90) (plant disease and freeze).

(61) IRS Letter Rulings 9108017 (11/21/90); 9108007 (11/16/90); 9052006 (9/26/90).

(62) IRS Letter Rulings 8952047 (10/2/89); 8850035 (9/19/88).

(63) IRS Letter Ruling 9042010 (7/12/90).

(64) IRS Letter Rulings 9018008 (1/30/90); 9030051 (5/2/90).

(65) IRS Letter Rulings 9122057 (3/5/91); 9003015 (10/18/89).

(66) IRS Letter Ruling 9036027 (6/12/90).

(67) IRS Letter Ruling 9115003 (12/21/90).

(68) IRS Letter Ruling 9115026 (1/11/91).

(69) IRS Letter Rulings 9136024 (6/11/91); 9128041 (4/16/91); 9009051 (2/13/90); 900712 (11/15/89).

(70) IRS Letter Rulings 9130018 (4/25/91); 9129049 (4/24/91); 9123025 (3/8/91); 8914033 (1/5/89); 8915037 (1/13/89); 8932016, note 45.
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Author:Wilguess, John H.
Publication:The Tax Adviser
Date:Feb 1, 1992
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