Extension of Time for Payment of Taxes by a

Corporation Expecting a Net Operating Loss Carryback

Form 1138

OMB No. 1545-0135 (Rev. April 1995)

Department of the Treasury

Internal Revenue Service (Under Section 6164 of the Internal Revenue Code)

Name Employer identification number

Number, street, and room or suite no. (If a P.O. box, see instructions.)

City or town, state, and ZIP code

1 Ending date of the tax year of the expected net operating loss (NOL) 2 Amount of expected NOL

$

3 Reduction of previously determined tax attributable to the expected NOL carryback.

Attach a schedule. See instructions ©

4 Ending date of the tax year immediately preceding the tax year of the expected NOL

5 Give the reasons, facts, and circumstances that cause the corporation to expect an NOL.

Amount for Which Payment Is To Be Extended:

a Enter the total tax shown on the return, plus any amount assessed as a deficiency, interest, or

penalty. See instructions 6a

b Enter amounts from line 6a that were already paid or were required to have been paid, plus refunds,

credits, and abatements. See instructions 6b

Subtract line 6b from line 6a. Do not enter more than the amount on line 3 above. This is the amount

of tax for which the time for payment is extended

c

6c

Sign

Here

Under penalties of perjury, I declare that I have examined this form, including any accompanying schedules and statements, and

to the best of my knowledge and belief it is true, correct, and complete.

Signature of officer Date Title

For Paperwork Reduction Act Notice, see instructions on back. Cat. No. 17250W Form 1138 (Rev. 4-95)

$

Keep a copy of

this form for

your records.

© © ©

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Form 1138 (Rev. 4-95) Page 2

General Instructions

Section references are to the Internal Revenue Code.

Paperwork Reduction Act Notice.—We ask for the

information on this form to carry out the Internal Revenue

laws of the United States. You are required to 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.

The time needed to complete and file this form will vary

depending on individual circumstances. The estimated

average time is:

Recordkeeping 3 hr., 21 min.

Termination of Extension.—The IRS may terminate the

extension if it believes that any part of the form contains

erroneous or unreasonable information. The IRS may also

terminate the extension if it believes it may not be able to

collect the tax.

Learning about the law or the form 35 min.

Preparing and sending the form to the IRS 41 min.

If you have comments concerning the accuracy of these

time estimates or suggestions for making this form simpler,

we would be happy to hear from you. You can write to the

Internal Revenue Service, Attention: Tax Forms Committee,

PC:FP, Washington, DC 20224. DO NOT send Form 1138 to

this office. Instead, see When and Where To File below.

Period of Extension.—In general, the extension for paying

the tax expires at the end of the month in which the return

for the tax year of the expected NOL is required to be filed

(including extensions).

The corporation may further extend the time for payment

by filing Form 1139, Corporation Application for Tentative

Refund, before the period of extension ends. The period will

be further extended until the date the IRS informs the

corporation that it has allowed or disallowed the application

in whole or in part.

Purpose of Form.—A corporation that expects a net

operating loss (NOL) in the current tax year may file Form

1138 to extend the time for payment of tax for the

immediately preceding tax year. This includes extending the

time for payment of a tax deficiency. The payment of tax that

may be postponed cannot exceed the expected

overpayment from the carryback of the NOL.

Interest.—Interest is charged on postponed amounts from

the dates that the payments would normally be due. The

interest is figured at the underpayment rate specified in

section 6621.

Only payments of tax that are required to be paid after the

filing of Form 1138 are eligible for extension. Do not file this

form if all the required payments have been paid or were

required to have been paid.

Specific Instructions

Line 3.—Enter the reduction of previously determined tax

attributable to the carryback, for tax years before the tax

year of the NOL. Figure the previously determined tax

according to section 1314(a). This is generally the amount

shown on the return, plus any amounts assessed as

deficiencies before Form 1138 is filed minus any abatements,

credits, or refunds allowed or made before Form 1138 is

filed.

Attach a schedule showing how the reduction was figured.

See the instructions for the corporate income tax return for

information on figuring the NOL deduction and recomputing

the tax.

If the corporation previously filed Form 1138 and later finds

information that will change the amount of the expected

NOL, the corporation may file a revised Form 1138. If the

amount of the NOL is increased based on the new

information, the corporation may postpone the payment of a

larger amount of tax as long as the larger amount has not yet

been paid or is not yet required to be paid. If the amount of

the NOL is reduced because of the new information, the

corporation must pay the tax to the extent that the amount

of tax postponed on the original filing exceeds the amount of

tax postponed on the revised filing.

Line 6a.—For the year shown on line 4, enter on line 6a the

total of the following:

1. The total tax shown on the return, plus

2. Any amount assessed as a deficiency (or as interest or

a penalty) prior to the filing of this Form 1138.

Line 6b.—Enter the total of the following:

When and Where To File.—File Form 1138 after the start of

the tax year of the expected NOL but before the tax of the

preceding tax year is required to be paid.

1. The amount of tax paid or required to be paid before the

date this form is filed. This includes any amount assessed as

a deficiency (or as interest or a penalty) if the 10th day after

notice and demand for payment occurred before the date

this form is filed. An amount of tax for which the corporation

has received an extension of time to pay (under section

6161) is not considered required to be paid before the end of

the extension.

2. The amount of refunds, credits, and abatements made

before the date this form is filed.

Address.—Include the suite, room, 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, show

the box number instead of the street address.

Additional Information.—A corporation may file Form 1138

separately or with Form 7004, Application for Automatic

Extension of Time To File Corporation Income Tax Return. If

Form 1138 and Form 7004 are filed together, Form 1138 will

reduce or eliminate the amount of tax to be deposited when

Form 7004 is filed.

File Form 1138 with the Internal Revenue Service Center

where the corporation files its income tax return.

Line 2.—The amount of the expected NOL must be based

on all of the facts relating to the operation of the corporation.

Consider the following items when estimating the amount of

the expected NOL:

1. The number and dollar amounts of the corporation’s

Government contracts that have been canceled,

2. Profit and loss statements, and

3. Other factors peculiar to the corporation’s operations.

See section 172 and Pub. 536, Net Operating Losses, to

help determine the amount of the expected NOL. Limitations

apply to (a) the amount of taxable income of a new loss

corporation for any tax year ending after an ownership

change that may be offset by any pre-change NOLs and

(b) the use of preacquisition losses of one corporation to

offset recognized built-in gains of another corporation. See

sections 382 and 384 for details.

Printed on recycled paper

If your address is outside the United States or its

possessions or territories, fill in the line for “city, town, or

post office, state, and ZIP code” in the following order: city,

province or state, postal code, and the name of the country.

Do not abbreviate the country name.