Instructions for Form 1139

(Rev. November 2021)

(For use with the October 2018 revision of Form 1139)

Corporation Application for Tentative Refund

Department of the Treasury

Internal Revenue Service

Section references are to the Internal Revenue 

Code unless otherwise noted.

Future Developments

For the latest information and 

developments related to Form 1139 and 

its instructions, such as legislation 

enacted after this form and its 

instructions were published, go to 

IRS.gov/Form1139.

What’s New

Repeal of the NOL carryback. For 

losses incurred in tax years beginning 

after December 31, 2020, the NOL 

carryback rules apply only for farming 

losses and losses from insurance 

companies, other than life insurance 

companies. See Definitions and Special 

Rules, later.

NOL deduction limitation. For tax 

years beginning after December 31, 

2020, the deduction of NOLs arising in 

tax years beginning after December 31, 

2017, is limited. This limitation does not 

apply to an insurance company, other 

than a life insurance company. See the 

instructions for Line 14.

General Instructions

Purpose of Form

A corporation (other than an S 

corporation) files Form 1139 to apply for 

a quick refund of taxes from:

• The carryback of an NOL;

• The carryback of a net capital loss;

• The carryback of an unused general 

business credit;

• An overpayment of tax due to a claim 

of right adjustment under section 

1341(b)(1); or

• An election under section 53(e)(5) to 

claim 100% of prior year minimum tax 

for its tax year beginning in 2018.

Tax-exempt organizations 

claiming a refund of taxes 

reported on Form 990-T, see 

the Instructions for Form 990-T for 

information on how to claim the refund.

Waiving the NOL carryback period. 

For NOLs arising in tax years beginning 

after December 31, 2020, a corporation 

can elect to waive the entire carryback 

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period and instead carry the NOL 

forward to future tax years only if it has 

an NOL from a farming loss or a loss as 

an insurance company, other than a life 

insurance company. See Definitions 

and Special Rules, later.

Certain corporations can make the 

election for the loss year by (1) checking 

the box on Form 1120, Schedule K, 

line 11 (or the comparable line of the 

corporation's income tax return), and (2) 

filing the corporation's return by its due 

date, including extensions. In this case, 

do not attach the statement described in 

Temporary Regulations section 

301.9100-12T. Once made, the election 

is irrevocable. See the instructions for 

the corporation's income tax return.

If the corporation timely filed its return 

for the loss year without making the 

election, it can make the election on an 

amended return filed within 6 months of 

the due date of the loss year return 

(excluding extensions). Attach the 

election to the amended return and write 

“Filed pursuant to section 301.9100-2” 

on the election statement.

Corporations filing a consolidated 

return that elect to waive the entire 

carryback period for the group must also 

attach the statement required by 

Regulations section 1.1502-21(b)(3) or 

the election will not be valid.

Note. If the corporation had an NOL for 

a tax year beginning after December 31, 

2017, and before January 1, 2021, the 

corporation could make special 

elections to waive the carryback period 

or to exclude all of the section 965 years 

from the NOL carryback period. See 

Rev. Proc. 2020-24, 2020-18 I.R.B. 750, 

available at IRS.gov/irb/

2020-18_IRB#REV-PROC-2020-24.

When To File

Generally, the corporation must file 

Form 1139 within 12 months of the end 

of the tax year in which an NOL, net 

capital loss, unused credit, or claim of 

right adjustment arose.

The corporation must file its 

income tax return for the tax 

year no later than the date it 

files Form 1139.

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Form 1138. If the corporation filed 

Form 1138, Extension of Time for 

Payment of Taxes by a Corporation 

Expecting a Net Operating Loss 

Carryback, it can get an additional 

extension of time to pay. To do so, file 

Form 1139 by the last day of the month 

that includes the due date (including 

extensions) for filing the return for the 

tax year from which the applicable NOL 

carryback arose.

Qualified new members of a consolidated group. The general rule above 

applies to the time for filing of Form 

1139 by a consolidated group. 

However, for this purpose, a separate 

return year of a qualified new member 

(see below) that ends on the date of 

joining the new group is treated as 

ending on the same date as the end of 

the tax year of the consolidated group 

that includes the date of the end of the 

separate return year. If this special 

treatment applies, see the instructions 

for line 5 below. A new member of a 

consolidated group is a qualified new 

member if immediately prior to 

becoming a new member either:

• It was the common parent of a 

consolidated group, or

• It was not required to join in the filing 

of a consolidated return.

Where To File

File Form 1139 with the Internal 

Revenue Service Center where the 

corporation files its income tax return.

Do not file Form 1139 with the 

corporation's income tax return.

What To Attach

Attach to Form 1139 copies of the 

following, if applicable, for the year of 

the loss or credit.

• The first two pages of the 

corporation's income tax return.

• All other forms and schedules from 

which a carryback results (for example, 

Schedule D (Form 1120), Capital Gains 

and Losses; Form 3800, General 

Business Credit, etc.).

• All Forms 8886, Reportable 

Transaction Disclosure Statement, 

attached to the corporation's tax return.

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Dec 13, 2021 Cat. No. 20631X
• Any applicable election statement. 

See Definitions and Special Rules, 

below.

• All carryback year forms and 

schedules for which items were 

refigured.

• Form 8302, Electronic Deposit of Tax 

Refund of $1 Million or More. Electronic 

deposits can be made only for a 

carryback year for which the refund is at 

least $1 million. Attach a separate form 

for each such carryback year.

Processing the Application

The IRS will process this application 

within 90 days of the later of:

• The date the corporation files the 

complete application, or

• The last day of the month that 

includes the due date (including 

extensions) for filing the corporation's 

income tax return for the year in which 

the loss or credit arose (or, for a claim of 

right adjustment, the date of the 

overpayment under section 1341(b)(1)).

The payment of the requested refund 

does not mean the IRS has accepted 

the application as correct. If the IRS 

later determines the claimed deductions 

or credits are due to an overstatement 

of the value of property, negligence, 

disregard of rules, or substantial 

understatement of income tax, the 

corporation may be assessed penalties. 

Interest is also charged on any amounts 

erroneously refunded, credited, or 

applied.

The IRS may need to contact the 

corporation or its authorized 

representative for more information. To 

designate an attorney or representative, 

attach Form 2848, Power of Attorney 

and Declaration of Representative, to 

Form 1139.

Disallowance of the Application

An application for a tentative refund is 

not treated as a claim for credit or 

refund. It may be disallowed if there are 

any material omissions or math errors 

that are not corrected within the 90-day 

period. If the application is disallowed in 

whole or in part, no suit challenging the 

disallowance may be brought in any 

court. But the corporation can file a 

regular claim for credit or refund. See 

Filing Form 1120X or Other Amended 

Return, below.

Excessive Allowances

Any amount applied, credited, or 

refunded based on this application that 

the IRS later determines to be 

excessive may be billed as if it were due 

to a math or clerical error on the return.

Filing Form 1120X or Other 

Amended Return

A corporation can get a refund by filing 

Form 1120X (or other amended return, 

such as an amended Form 1120-PC) 

instead of Form 1139. Generally, the 

corporation must file an amended return 

within 3 years after the date the return 

was due for the tax year in which an 

NOL, net capital loss, or unused credit 

arose (or, if later, the date the return for 

that year was filed).

Corporations must file Form 1120X 

(or other amended return) instead of 

Form 1139 to carry back:

• Any item, other than an NOL, to a 

section 965 year;

• A prior year foreign tax credit 

released due to an NOL or net capital 

loss carryback; or

• A prior year general business credit 

released because of the release of the 

foreign tax credit.

Because of the changes in the NOL 

rules under the CARES Act, a 

corporation may file Form 1139 for an 

NOL it carries back to a section 965 

year.

If a corporation carries back its 

NOL to a section 965 year in the 

5-year carryback period, it is 

deemed to have made an election 

under section 965(n). See section 

172(b)(1)(D)(iv). Also, go to IRS.gov/

Form1139 to find links to updates on 

carrying back losses to a section 965 

year.

The procedures for processing an 

amended return and Form 1139 are 

different. The IRS is not required to 

process an amended return within 90 

days. However, if the IRS does not 

process it within 6 months from the date 

a corporation files it, the corporation can 

file suit in court. If the IRS disallows a 

claim on an amended return and the 

corporation disagrees with that 

determination, the corporation must file 

suit no later than 2 years after the date 

the IRS disallows it.

Definitions and Special Rules

Net Operating Loss (NOL)

For corporations, an NOL is the excess 

of the deductions allowed over gross 

income, computed with the following 

adjustments.

• The NOL deduction for an NOL 

carryback or carryover from another 

year is not allowed.

• The dividends-received deductions 

for dividends received from domestic 

and foreign corporations and for 

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dividends received on certain preferred 

stock of a public utility are computed 

without regard to the limitation on the 

aggregate amount of deductions under 

section 246(b).

• The dividends-paid deduction for 

dividends paid on certain preferred 

stock of a public utility is computed 

without regard to the limitation under 

section 247(a)(1)(B).

• No deduction under section 199A is 

allowed.

• The section 250 deduction for foreign 

based intangible income is not allowed.

For losses incurred in tax years 

beginning after December 31, 2020, 

only farming losses (discussed below) 

and losses of an insurance company, 

other than a life insurance company 

(discussed below), can be carried back. 

The carryback for these losses is 2 

years. See Waiving the NOL carryback 

period, earlier.

Losses not used can be carried 

forward indefinitely, except for the 

losses of insurance companies, other 

than life insurance companies. These 

losses can be carried forward 20 years.

Note. The carryback period for NOLs 

incurred in tax years beginning after 

December 31, 2017, and before 

January 1, 2021, is 5 years. See section 

172(b)(1)(D)(i). Any loss not used can 

be carried forward indefinitely except for 

the loss of an insurance company, other 

than a life insurance company, which 

can be carried forward 20 years.

Farming Loss

A farming loss is the smaller of:

1. The amount that would be the 

NOL for the tax year if only income and 

deductions attributable to farming 

businesses (as defined in section 

263A(e)(4)) were taken into account, or

2. The NOL for the tax year.

To the extent the NOL is a farming loss, 

the carryback period is 2 years. Any 

such loss not applied in the 2 preceding 

years can be carried forward indefinitely 

(subject to limitations). See the 

instructions for line 14.

The corporation can make an 

irrevocable election to forgo the 2-year 

carryback period. See section 172(b)(1)

(B)(iv).

Insurance Loss

An insurance company (as defined in 

section 816(a)), other than a life 

insurance company, can carry back an 

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NOL to each of the 2 preceding tax 

years. Any such loss not applied in the 2 

preceding years can be carried forward 

up to 20 years.

Allocation of NOLs when a loss corporation has an ownership change. 

If the corporation has a loss for a year 

and has an ownership change, special 

rules apply for allocating NOLs. For 

details, see Regulations section 

1.382-6.

Specific Instructions

Address

Include the room, suite, or other unit 

number after the street address. If the 

Post Office does not deliver mail to the 

street address and the corporation has 

a P.O. box, enter the box number 

instead of the street address.

If the corporation receives its mail in 

care of a third party (such as an 

accountant or an attorney), enter on the 

street address line “C/O” followed by the 

third party's name and street address or 

P.O. box.

Line 1a—Net Operating Loss

If the corporation is claiming a tentative 

refund based on the carryback of any of 

the NOLs discussed under Definitions 

and Special Rules, include the amount 

of the carryback on line 1a. Attach any 

statements required. See What To 

Attach, earlier.

Line 1b—Net Capital Loss

Generally, a net capital loss can be 

carried back 3 years and treated as a 

short-term capital loss in the carryback 

year. The net capital loss can be carried 

back only to the extent it does not 

increase or produce an NOL in the tax 

year to which it is carried. For special 

rules for capital loss carrybacks, see 

sections 1212(a)(3) and (4).

Line 1c—Unused General 

Business Credit

If the corporation is claiming a tentative 

refund based on a carryback of an 

unused general business credit (GBC), 

attach a copy of the appropriate credit 

form for the tax year in which the credit 

arose. Except as provided in section 

39(d), an unused GBC can be carried 

back 1 year. Refigure the credit for the 

carryback year on Form 3800, or the 

applicable credit form. See the 

Instructions for Form 3800.

Line 1d—Other

Complete line 1d if Form 1139 is filed to 

claim a tentative refund based on an 

overpayment of tax due to a claim of 

right adjustment under section 1341(b)

(1). See the instructions for line 29, 

later.

Line 4

Foreign taxes taken as a credit in a prior 

year can be reduced to zero by the 

carryback of an NOL or a net capital 

loss on Form 1139. A corporation must 

file Form 1120X (or other amended 

return) instead of Form 1139 to carry 

back a prior year foreign tax credit 

released due to an NOL or net capital 

loss carryback. See Filing Form 1120X 

or Other Amended Return, earlier.

Line 5

If the common parent of a consolidated 

group files Form 1139 to carry back a 

loss or credit arising in a corporation's 

separate return year to a year in which 

the corporation joined in the filing of a 

consolidated return, the IRS is required 

to send the refund for that year directly 

to, and in the name of, the common 

parent (or agent designated under 

Regulations section 1.1502-77(d) for 

the carryback year). See Regulations 

sections 1.1502-78(a) and (b).

If the corporation is filing Form 1139 

for a short tax year created when the 

corporation became a qualified new 

member of a consolidated group (see 

Qualified new members of a 

consolidated group, earlier) the 

corporation must answer “Yes” on 

line 5a and enter the tax year ending 

date, name, and EIN of the new 

common parent on line 5b.

Lines 11 through 28 —

Computation of Decrease in 

Tax

In columns (a), (c), and (e), enter the 

amount for the applicable carryback 

year as shown on your original or 

amended return or as adjusted by the 

IRS.

Use columns (a) and (b), (c) and (d), 

or (e) and (f) to enter amounts before 

and after carryback for each year to 

which the loss is carried. Start with the 

earliest carryback year. Use the 

remaining pairs of columns for each 

consecutive preceding year until the 

loss is fully absorbed. Enter the ordinal 

number of years the loss is being 

carried back and the date the carryback 

year ends in the spaces provided above 

columns (a) and (b), (c) and (d), or (e) 

and (f).

For example, if the loss year is the 

2021 calendar year and the loss is 

carried back 2 years, enter “2nd” and 

“12/31/19” in the spaces provided 

above columns (a) and (b). After making 

the entries, it reads “2nd preceding tax 

year ended 12/31/19 .”

When completing lines 16 through 

26, take into account any write-in 

amounts that may have appeared on 

the original return. For example, for a 

tax year beginning in 2021, if Form 

1120, Schedule J, line 2, was increased 

by deferred tax under section 1291, 

include that amount on line 16.

Line 11—Taxable Income From 

Tax Return

Enter in columns (b), (d), and (f), the 

amounts from columns (a), (c), and (e), 

respectively.

Line 12—Capital Loss 

Carryback

Enter the capital loss carryback, but not 

more than capital gain net income. 

Capital gain net income is figured 

without regard to the capital loss 

carryback of the loss year or any later 

year. Attach a copy of Schedule D 

(Form 1120) for the carryback year. 

Enter the amount of the capital loss 

carryback as a positive number on 

line 12.

When carrying over a net capital loss 

to a later tax year, reduce the amount of 

the net capital loss that can be used in 

the later years by the amount of the net 

capital loss deductions used in the 

earlier years. For details, see section 

1212(a)(1).

Line 14—NOL Deduction

For tax years beginning before January 

1, 2021, the NOL deduction is the total 

of the NOL carryforwards to such year 

plus the NOL carrybacks to that year.

For tax years beginning after 

December 31, 2020, the NOL deduction 

for the year cannot exceed the 

aggregate amount of NOLs arising in 

tax years beginning before January 1, 

2018, carried to such year plus the 

lesser of:

1. The aggregate amount of NOLs 

rising in tax years beginning after 

December 31, 2017, carried to such tax 

year; or

2. 80 percent of the excess, if any, 

of taxable income determined without 

any NOL deduction, section 199A 

deduction, or section 250 deduction, 

over any NOL carryover to the tax year 

from tax years beginning before January 

1, 2018.

An exception applies for NOLs from 

insurance companies other than life 

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insurance companies. The 80% taxable 

income limit does not apply for these 

entities. See sections 172(b) and (f).

Unless the corporation has elected to 

waive the carryback or elected to 

exclude section 965 years from the 

carryback period, NOLs are first applied 

to the earliest year in the carryback 

period. Any unused amount is carried to 

the next tax year in the carryback 

period. Any amount not used during the 

carryback period is carried forward. See 

Definitions and Special Rules, earlier.

Line 16—Income Tax

In columns (b), (d), and (f), enter the 

refigured income tax after taking into 

account the carryback(s). See the 

instructions for the corporate income tax 

return for the applicable year for details 

on how to figure the income tax. Attach 

a computation of the refigured tax. Take 

into account section 1561 when 

refiguring the income tax.

Line 17—Alternative Minimum 

Tax

For columns (b), (d), and (f), refigure the 

alternative minimum tax. Complete and 

attach Form 4626 for the appropriate tax 

years before 2018. For tax years after 

2017, the corporate alternative 

minimum tax has been repealed.

Line 18—Base Erosion 

Minimum Tax

The base erosion minimum tax applies 

to corporations, other than regulated 

investment companies (RICs), real 

estate investment trusts (REITs), and S 

corporations, that have average annual 

gross receipts for the 3 preceding tax 

years of $500 million or more and that 

have deductions paid or accrued to 

foreign related parties that are greater 

than 3% of their total deductions (2% in 

the case of certain banks or registered 

securities dealers). See section 59A, 

the regulations under section 59A, and 

the Instructions for Form 8991 for further 

guidance on determining the base 

erosion minimum tax amount.

Line 20—General Business 

Credit

In columns (b), (d), and (f), enter the 

total of the corrected GBCs. Attach all 

applicable forms used to redetermine 

the GBC. Also, see the instructions for 

line 1c.

Released general business credits. 

If an NOL carryback or a net capital loss 

carryback eliminates or reduces a GBC 

in an earlier tax year, the released GBC 

can be carried back 1 year.

See section 39 and the Instructions 

for Form 3800 for more details on GBC 

carrybacks.

Line 21—Other Credits

See the corporation's tax return for the 

carryback year for any additional credits 

that will apply in that year. If any entry is 

made on line 21, attach a statement 

identifying the credits claimed.

Line 25—Other Taxes

For columns (b), (d), and (f), refigure 

any other taxes not mentioned above, 

such as recapture taxes, that will apply 

in that year. If an entry is made on 

line 25, identify the taxes on an attached 

statement.

Line 29—Overpayment of Tax 

Under Section 1341(b)(1)

For a tentative refund based on an 

overpayment of tax under section 

1341(b)(1), enter the overpayment on 

line 29 and attach a computation 

showing the information required by 

Regulations section 5.6411-1(d).

Paperwork Reduction Act Notice. 

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give us the information. We need it to 

ensure that you are complying with 

these laws and to allow us to figure and 

collect the right amount of tax.

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relating to a form or its instructions must 

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may become material in the 

administration of any Internal Revenue 

law. Generally, tax returns and return 

information are confidential, as required 

by section 6103.

The time needed to complete and file 

this form will vary depending on 

individual circumstances. The estimated 

average time is:

Recordkeeping...... 27 hr., 44 min.

Learning about the 

law or the form...... 4 hr., 55 min.

Preparing the form . . 10 hr., 14 min.

Copying, assembling, 

and sending the form 

to the IRS .......... 1 hr., 20 min.

If you have comments or suggestions 

for making this form simpler, we would 

be happy to hear from you. See the 

instructions for the tax return with which 

this form is filed.

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