55698 Federal Register / Vol. 75, No. 177 / Tuesday, September 14, 2010 / Proposed Rules 

PART 922—NATIONAL MARINE 

SANCTUARY PROGRAM 

REGULATIONS 

1. The authority citation for Part 922 

continues to read as follows: 

Authority: 16 U.S.C. 1431 et seq. 

2. In § 922.92, revise the section 

heading to read as follows: 

§ 922.92 Prohibited or otherwise regulated 

activities—Sanctuary-wide. 

* * * * * 

3. In § 922.93, revise paragraph (a) to 

read as follows: 

§ 922.93 Permit procedures and criteria. 

(a) A person may conduct an activity 

prohibited by § 922.92(a)(1) through 

(a)(10) and § 922.94 if conducted in 

accordance within the scope, purpose, 

manner, terms and conditions of a 

permit issued under this section and 

§ 922.48. 

* * * * * 

4. Add § 922.94 to Subpart I to read 

as follows: 

§ 922.94 Prohibited or otherwise regulated 

activities—Research area. 

In addition to the prohibitions set out 

in § 922.92, which apply throughout the 

Sanctuary, the following activities are 

prohibited and thus unlawful for any 

person to conduct or cause to be 

conducted within the research area 

described in Appendix A to this 

subpart. The exceptions described in 

§ 922.92(a) and (b) also apply to the 

prohibitions in this section: 

(a)(1)(i) Injuring, catching, harvesting, 

or collecting, or attempting to injure, 

catch, harvest, or collect, any marine 

organism, or any part thereof, living or 

dead. 

(ii) There shall be a rebuttable 

presumption that any marine organism 

or part thereof referenced in this 

paragraph found in the possession of a 

person within the research area has 

been collected from the research area. 

(2) Using any fishing gear or means 

for fishing, or possessing, or carrying 

any fishing gear or means for fishing 

unless such gear or means is stowed and 

not available for immediate use while 

on board a vessel transiting through the 

research area without interruption or for 

valid law enforcement purposes. 

(3) Diving. 

(4) Stopping a vessel in the research 

area. 

(b) [Reserved] 

5. Add Appendix A to Subpart I to 

read as follows: 

Appendix A to Subpart I of Part 922— 

Gray’s Reef National Marine Sanctuary 

Research Area Boundary Coordinates 

[Coordinates listed in this Appendix are 

unprojected (Geographic) and based on the 

North American Datum of 1983.] 

The research area boundary is defined by 

the coordinates provided in Table 1 and the 

following textual description. The research 

area boundary extends from Point 1, the 

southwest corner of the sanctuary, to Point 2 

along a straight line following the western 

boundary of the Sanctuary. It then extends 

along a straight line from Point 2 to Point 3, 

which is on the eastern boundary of GRNMS. 

The boundary then follows the eastern 

boundary line of the sanctuary southward 

until it intersects the line of the southern 

boundary of GRNMS at Point 4, the 

southeastern corner of the sanctuary. The last 

straight line is defined by connecting Point 

4 and Point 5, along the southern boundary 

of the GRNMS. 

TABLE 1—COORDINATES FOR THE

RESEARCH AREA

Point 

ID 

Latitude 

(north) 

Longitude 

(west) 

1 ........ 31.36250 N ........ ¥80.92111 W 

2 ........ 31.38444 N ........ ¥80.92111 W 

3 ........ 31.38444 N ........ ¥80.82806 W 

4 ........ 31.36250 N ........ ¥80.82806 W 

5 ........ 31.36250 N ........ ¥80.92111 W 

[FR Doc. 2010–22567 Filed 9–10–10; 11:15 am] 

BILLING CODE 3510–NK–P 

COMMODITY FUTURES TRADING 

COMMISSION 

17 CFR Part 4 

RIN 3038–AC46 

Commodity Pool Operations: Relief 

From Compliance With Certain 

Disclosure, Reporting and 

Recordkeeping Requirements for 

Registered CPOs of Commodity Pools 

Listed for Trading on a National 

Securities Exchange; CPO Registration 

Exemption for Certain Independent 

Directors or Trustees of These 

Commodity Pools; Correction 

AGENCY: Commodity Futures Trading 

Commission. 

ACTION: Notice of proposed rulemaking; 

correction. 

SUMMARY: This document corrects a 

missing e-mail address in a proposed 

rule published in the Federal Register 

of September 9, 2010, regarding relief 

from certain disclosure, reporting and 

recordkeeping requirements that 

Commission staff previously has issued 

on a case-by-case basis to commodity 

pool operators (CPOs). 

FOR FURTHER INFORMATION CONTACT: 

David A. Stawick, 202–418–5071. 

Correction 

In proposed rule FR Doc. 2010–22395, 

beginning on page 54794 in the issue of 

September 9, 2010, make the following 

correction. In the ADDRESSES section, 

add the e-mail address 

etfcpoexemptcomment@cftc.gov in the 

place of ‘‘[email address TBD]’’. 

Dated: September 9, 2010. 

David A. Stawick, 

Secretary of the Commission. 

[FR Doc. 2010–22906 Filed 9–13–10; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 1 

[REG–142800–09] 

RIN 1545–BI96 

Guidance Regarding Deferred 

Discharge of Indebtedness Income of 

Corporations and Deferred Original 

Issue Discount Deductions; Correction 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Correction to notice of proposed 

rulemaking by cross-reference to 

temporary regulations. 

SUMMARY: This document contains a 

correction to a notice of proposed 

rulemaking by cross-reference to 

temporary regulations (REG–142800–09) 

that was published in the Federal 

Register on Friday, August 13, 2010 (75 

FR 49428) primarily affecting C 

corporations regarding the acceleration 

of deferred discharge of indebtedness 

(COD) income (deferred COD income) 

and deferred original issue discount 

(OID) deductions (deferred OID 

deductions) under section 108(i)(5)(D), 

and the calculation of earnings and 

profits as a result of an election under 

section 108(i). In addition, these 

regulations provide rules applicable to 

all taxpayers regarding deferred OID 

deductions under section 108(i) as a 

result of a reacquisition of an applicable 

debt instrument by an issuer or related 

party. 

FOR FURTHER INFORMATION CONTACT: 

Concerning the proposed regulations, 

Robert M. Rhyne, (202) 622–7790 and 

Rubin B. Ranat, (202) 622–7530 (not 

toll-free numbers). 

SUPPLEMENTARY INFORMATION: 


emcdonald on DSK2BSOYB1PROD with PROPOSALS
Federal Register / Vol. 75, No. 177 / Tuesday, September 14, 2010 / Proposed Rules 55699 

Background 

The correction notice that is the 

subject of this document is under 

section 108 of the Internal Revenue 

Code. 

Need for Correction 

As published, the notice of proposed 

rulemaking by cross-reference to 

temporary regulations (REG–142800–09) 

contains an error that may prove to be 

misleading and is in need of 

clarification. 

Correction of Publication 

Accordingly, the publication of the 

notice of proposed rulemaking by crossreference to temporary regulations 

(REG–142800–09), which was the 

subject of FR Doc. 2010–20059, is 

corrected as follows: 

On page 49429, column 2, in the 

authority citation for part 1, the 

language ‘‘Section 1.108(i)-0T also 

issued under 26 U.S.C. 108(i)(7). * * *’’ 

is removed and the language ‘‘Section 

1.108(i)-0T also issued under 26 U.S.C. 

108(i)(7) and 1502. * * *’’ is added in 

its place. 

LaNita Van Dyke, 

Chief, Publications and Regulations Branch, 

Legal Processing Division, Associate Chief 

Counsel, Procedure and Administration. 

[FR Doc. 2010–22791 Filed 9–13–10; 8:45 am] 

BILLING CODE 4830–01–P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 301 

[REG–119921–09] 

RIN 1545–BI69 

Series LLCs and Cell Companies 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Notice of proposed rulemaking. 

SUMMARY: This document contains 

proposed regulations regarding the 

classification for Federal tax purposes of 

a series of a domestic series limited 

liability company (LLC), a cell of a 

domestic cell company, or a foreign 

series or cell that conducts an insurance 

business. The proposed regulations 

provide that, whether or not a series of 

a domestic series LLC, a cell of a 

domestic cell company, or a foreign 

series or cell that conducts an insurance 

business is a juridical person for local 

law purposes, for Federal tax purposes 

it is treated as an entity formed under 

local law. Classification of a series or 

cell that is treated as a separate entity 

for Federal tax purposes generally is 

determined under the same rules that 

govern the classification of other types 

of separate entities. The proposed 

regulations provide examples 

illustrating the application of the rule. 

The proposed regulations will affect 

domestic series LLCs; domestic cell 

companies; foreign series, or cells that 

conduct insurance businesses; and their 

owners. 

DATES: Written or electronic comments 

and requests for a public hearing must 

be received by December 13, 2010. 

ADDRESSES: Send submissions to: 

CC:PA:LPD:PR (REG–119921–09), Room 

5203, Internal Revenue Service, PO Box 

7604, Ben Franklin Station, Washington, 

DC 20044. Submissions may be handdelivered Monday through Friday 

between the hours of 8 a.m. and 4 p.m. 

to CC:PA:LPD:PR (REG–119921–09), 

Courier’s Desk, Internal Revenue 

Service, 1111 Constitution Avenue, 

NW., Washington, DC, or sent 

electronically, via the Federal 

eRulemaking portal at http:// 

www.regulations.gov (IRS REG–119921– 

09). 

FOR FURTHER INFORMATION CONTACT: 

Concerning the proposed regulations, 

Joy Spies, (202) 622–3050; concerning 

submissions of comments, 

Oluwafunmilayo (Funmi) Taylor, (202) 

622–7180 (not toll-free numbers). 

SUPPLEMENTARY INFORMATION: 

Background 

1. Introduction 

A number of States have enacted 

statutes providing for the creation of 

entities that may establish series, 

including limited liability companies 

(series LLCs). In general, series LLC 

statutes provide that a limited liability 

company may establish separate series. 

Although series of a series LLC 

generally are not treated as separate 

entities for State law purposes and, 

thus, cannot have members, each series 

has ‘‘associated’’ with it specified 

members, assets, rights, obligations, and 

investment objectives or business 

purposes. Members’ association with 

one or more particular series is 

comparable to direct ownership by the 

members in such series, in that their 

rights, duties, and powers with respect 

to the series are direct and specifically 

identified. If the conditions enumerated 

in the relevant statute are satisfied, the 

debts, liabilities, and obligations of one 

series generally are enforceable only 

against the assets of that series and not 

against assets of other series or of the 

series LLC. 

Certain jurisdictions have enacted 

statutes providing for entities similar to 

the series LLC. For example, certain 

statutes provide for the chartering of a 

legal entity (or the establishment of 

cells) under a structure commonly 

known as a protected cell company, 

segregated account company or 

segregated portfolio company (cell 

company). A cell company may 

establish multiple accounts, or cells, 

each of which has its own name and is 

identified with a specific participant, 

but generally is not treated under local 

law as a legal entity distinct from the 

cell company. The assets of each cell are 

statutorily protected from the creditors 

of any other cell and from the creditors 

of the cell company. 

Under current law, there is little 

specific guidance regarding whether for 

Federal tax purposes a series (or cell) is 

treated as an entity separate from other 

series or the series LLC (or other cells 

or the cell company, as the case may 

be), or whether the company and all of 

its series (or cells) should be treated as 

a single entity. 

Notice 2008–19 (2008–5 IRB 366) 

requested comments on proposed 

guidance concerning issues that arise if 

arrangements entered into by a cell 

constitute insurance for Federal income 

tax purposes. The notice also requested 

comments on the need for guidance 

concerning similar segregated 

arrangements that do not involve 

insurance. The IRS received a number of 

comments requesting guidance for 

similar arrangements not involving 

insurance, including series LLCs and 

cell companies. These comments 

generally recommended that series and 

cells should be treated as separate 

entities for Federal tax purposes if they 

are established under a statute with 

provisions similar to the series LLC 

statutes currently in effect in several 

States. The IRS and Treasury 

Department generally agree with these 

comments. See § 601.601(d)(2)(ii)(b). 

2. Entity Classification for Federal Tax 

Purposes 

A. Regulatory Framework 

Sections 301.7701–1 through 

301.7701–4 of the Procedure and 

Administration Regulations provide the 

framework for determining an 

organization’s entity classification for 

Federal tax purposes. Classification of 

an organization depends on whether the 

organization is treated as: (i) A separate 

entity under § 301.7701–1, (ii) a 

‘‘business entity’’ within the meaning of 

§ 301.7701–2(a) or a trust under 

§ 301.7701–4, and (iii) an ‘‘eligible 

entity’’ under § 301.7701–3. 

Section 301.7701–1(a)(1) provides 

that the determination of whether an 


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