[Federal Register Volume 61, Number 125 (Thursday, June 27, 1996)]
[Proposed Rules]
[Pages 33395-33396]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-15827]


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DEPARTMENT OF THE TREASURY
26 CFR Part 1

[CO-25-96]
RIN 1545-AU32


Regulations Under Section 1502 of the Internal Revenue Code of 
1986; Limitations on Net Operating Loss Carryforwards and Certain 
Built-in Losses and Credits Following an Ownership Change of a 
Consolidated Group

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Withdrawal of prior proposed rule, notice of proposed 
rulemaking by cross-reference to temporary regulations, and notice of 
public hearing.

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SUMMARY: On February 4, 1991, proposed rules under section 1502 were 
published in the Federal Register (CO-132-87; see 56 FR 4194; 1991-1 
C.B. 728). A public hearing was held on April 8, 1991. The IRS and 
Treasury published Notice 91-27 (1991-2 C.B. 629) to advise of intended 
modifications to the proposed regulations. The February, 1991, proposed 
rules are withdrawn and these proposed regulations are issued in their 
place.
    In the Rules and Regulations section of this issue of the Federal 
Register, the IRS is issuing temporary regulations regarding the 
operation of sections 382 and 383 of the Internal Revenue Code of 1986 
(relating to limitations on net operating loss carryforwards and 
certain built-in losses and credits following an ownership change) with 
respect to consolidated groups. The text of those temporary regulations 
also serves as the text of these proposed regulations. This document 
also provides a notice of public hearing on these proposed regulations.

DATES: Written comments must be received by September 25, 1996. 
Outlines of topics to be discussed at the public hearing scheduled for 
Thursday, October 17, 1996, at 10 a.m. must be received by Thursday, 
September 26, 1996.

ADDRESSES: Send submissions to: CC:DOM:CORP:R (CO-25-96), room 5228, 
Internal Revenue Service, POB 7604, Ben Franklin Station, Washington, 
DC 20044. In the alternative, submissions may be hand delivered between 
the hours of 8 a.m. and 5 p.m. to: CC:DOM:CORP:R (CO-25-96), Courier's 
Desk, Internal Revenue Service, 1111 Constitution Avenue NW., 
Washington, DC. The public hearing will be held in the NYU Classroom, 
Room 2615, Internal Revenue Building, 1111 Constitution Avenue NW., 
Washington, DC.

FOR FURTHER INFORMATION CONTACT: Concerning the regulations, David B. 
Friedel, (202) 622-7550; concerning submissions and the hearing, 
Evangelista Lee, (202) 622-7190 (not toll-free numbers).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

    The collection of information contained in this notice of proposed 
rulemaking has been reviewed and approved by the Office of Management 
and Budget in accordance with the Paperwork Reduction Act (44 U.S.C. 
3507) under the control number 1545-1218. The collection requires a 
response from certain consolidated groups. The IRS requires the 
information described in Proposed Sec. 1.1502-95(e) to assure that a 
section 382 limitation is properly determined in cases of corporations 
that cease to be members of a group.
    Comments concerning the collection of information should be sent to 
the Office of Management and Budget, Attn: Desk Officer for the 
Department of the Treasury, Office of Information and Regulatory 
Affairs, Washington, DC, 20503, with copies to the Internal Revenue 
Service, Attn: IRS Reports Clearance Officer, T:FP. Washington, DC, 
20224. Comments on the collection of information should be received by 
August 26, 1996.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless the collection of 
information displays a valid control number.
    The collection of information is in Proposed Sec. 1.1502-95(e). 
That section permits an election with respect to the apportionment of a 
group section 382 limitation to a departing member. A statement 
evidencing the apportionment must be filed by the group and the 
departing member indicating relevant information regarding the 
apportionment. The likely respondents and/or recordkeepers are 
corporations that are members of certain consolidated groups. Responses 
to this collection of information are required to obtain a benefit 
(relating to the section 382 limitation applicable to the departing 
member(s)).
    Books or records relating to this collection of information must be 
retained as long as their contents may become material in the 
administration of any Internal Revenue law. Generally, tax returns and 
tax return information are confidential, as required by 26 U.S.C. 6103.
    Estimated total annual reporting burden: 380 hours. The estimated 
annual burden per respondent varies from ten to thirty minutes, 
depending on individual circumstances, with an estimated average of 
fifteen minutes. Estimated number of respondents: 9,125. Estimated 
frequency of responses: once every six years.

Background

    Temporary regulations in the Rules and Regulations section of this 
issue of the Federal Register amend the Income Tax Regulations (26 CFR 
Part 1) under section 1502, relating to limitations on net operating 
loss carryforwards and certain built-in losses and credits following an 
ownership change with respect to consolidated groups. The final 
regulations that are proposed to be based on these proposed regulations 
would be added to part 1 of title 26 of the Code of Federal 
Regulations. Those final regulations would provide rules relating to 
limitations on net operating loss carryforwards and certain built-in 
losses following an ownership change.
    For the text of these new temporary regulations, see TD 8678. The 
preamble to the temporary regulations explains the regulations.

Special Analyses

    It has been determined that this notice of proposed rulemaking is 
not a significant regulatory action as defined in EO 12866. Therefore, 
a regulatory assessment is not required. It is hereby certified that 
these regulations do not have a significant economic impact on a 
substantial number of small entities. This certification is based on 
the fact that these regulations will primarily affect affiliated groups 
of corporations that have elected to file consolidated returns, which 
tend to be larger businesses. Therefore, a Regulatory Flexibility 
Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is 
not required. Pursuant to section 7805(f) of the Internal Revenue Code, 
this notice of proposed rulemaking will be submitted to the Chief 
Counsel for Advocacy of the Small

[[Page 33396]]

Business Administration for comment on its impact on small business.

Comments and Public Hearing

    Before these proposed regulations are adopted as final regulations, 
consideration will be given to any written comments (a signed original 
and eight (8) copies) that are submitted timely to the IRS. All 
comments will be available for public inspection and copying.
    A public hearing has been scheduled for Thursday, October 17, 1996, 
at 10 a.m. in the NYU Classroom, Room 2615, Internal Revenue Building, 
1111 Constitution Avenue NW., Washington, DC. Because of access 
restrictions, visitors will not be admitted beyond the building lobby 
more than 15 minutes before the hearing starts.
    The rules of 26 CFR 601.601(a)(3) apply to the hearing.
    Persons that wish to present oral comments at the hearing must 
submit written comments by September 25, 1996 and submit an outline of 
the topics to be discussed and the time to be devoted to each topic 
(signed original and eight (8) copies) by Thursday, September 26, 1996.
    A period of 10 minutes will be allotted to each person for making 
comments.
    An agenda showing the scheduling of the speakers will be prepared 
after the deadline for receiving outlines has passed. Copies of the 
agenda will be available free of charge at the hearing.

    Drafting information: The principal author of the temporary 
regulations is David B. Friedel of the Office of Assistant Chief 
Counsel (Corporate), IRS. Other personnel from the IRS and Treasury 
participated in their development.

Withdrawal of Notice of Proposed Rulemaking

    Accordingly, under the authority of 26 U.S.C. 7805, the notice of 
proposed rulemaking that was published on February 4, 1991 (56 FR 4194) 
is withdrawn.

List of Subjects in 26 CFR Part 1

    Income taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the Regulations

    Accordingly, 26 CFR parts 1 and 602 are proposed to be amended as 
follows:

PART 1--INCOME TAXES

    Paragraph 1. The authority citation for part 1 is amended by adding 
entries in numerical order to read as follows:

    Authority: 26 U.S.C. 7805 * * *
    Section 1.1502-91 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-92 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-93 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-94 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-95 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-96 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-98 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502.
    Section 1.1502-99 also issued under 26 U.S.C. 382(m) and 26 
U.S.C. 1502. * * *

    Par. 2. Sections 1.1502-90 through 1.1502-99 are added to read as 
follows:

Sec. 1.1502-90  Table of contents.
Sec. 1.1502-91  Application of section 382 with respect to a 
consolidated group.
Sec. 1.1502-92  Ownership change of a loan group of a loss subgroup.
Sec. 1.1502-93  Consolidated section 382 limitation (or subgroup 
section 382 limitation).
Sec. 1.1502-94  Coordination with section 382 and the regulations 
thereunder when a corporation becomes a member of a consolidated 
group.
Sec. 1.1502-95  Rules on ceasing to be a member of a consolidated 
group (or loss subgroup).
Sec. 1.1502-96  Miscellaneous rules.
Sec. 1.1502-97  Special rules under section 382 for members under 
the jurisdiction of a court in a title 11 or similar case. 
[Reserved]
Sec. 1.1502-98  Coordination with section 383.
Sec. 1.1502-99  Effective dates.

[The text of the above proposed sections is the same as the text of 
Secs. 1.1502-90T through 1.1502-99T published elsewhere in this issue 
of the Federal Register.]
Margaret Milner Richardson,
Commissioner of Internal Revenue.
[FR Doc. 96-15827 Filed 6-26-96; 8:45 am]
BILLING CODE 4830-01-U