Form 1138

(Rev. December 2011)

Department of the Treasury 

Internal Revenue Service 

Extension of Time for Payment of Taxes by a 

Corporation Expecting a Net Operating Loss Carryback

(Under Section 6164 of the Internal Revenue Code)

OMB No. 1545-0135

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 

(see instructions—attach schedule) . . . . . . . . . . . . . . . . . . . ▶ $ 

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. 

6 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 

c 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 . . . . . . . . . . . . . . . . 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.

Keep a copy of 

this form for 

your records. Signature of officer Date Title 

For Paperwork Reduction Act Notice, see instructions. Cat. No. 17250W Form 1138 (Rev. 12-2011) 

▲▲▲
Form 1138 (Rev. 12-2011) Page 2 

General Instructions 

Section references are to the Internal Revenue Code unless 

otherwise noted. 

Future developments. The IRS has created a page on IRS.gov for 

information about Form 1138 and its instructions at 

www.irs.gov/form1138. Information about any future developments 

affecting Form 1138 (such as legislation enacted after we release it) 

will be posted on that page. 

Purpose of form. A corporation that expects a net operating loss 

(NOL) in the current tax year can 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 can be postponed cannot exceed the expected 

overpayment from the carryback of the NOL. 

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. 

If the corporation previously filed Form 1138 and later finds 

information that will change the amount of the expected NOL, the 

corporation can file a revised Form 1138. If the amount of the NOL 

is increased based on the new information, the corporation can 

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. 

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. Generally, file Form 1138 with the 

Internal Revenue Service Center where the corporation files its 

income tax return. 

A corporation can file Form 1138 separately or with Form 7004, 

Application for Automatic Extension of Time To File Certain 

Business Income Tax, Information, and Other Returns. 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. If Form 1138 is filed with Form 7004, then file Form 1138 with 

the Internal Revenue Service Center at the applicable address 

where the corporation files Form 7004. 

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 can further extend the time for payment by filing 

Form 1139, Corporation Application for Tentative Refund, before the 

period of extension ends. See the instructions for Form 1139. 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. 

Termination of extension. The IRS can terminate the extension

if it believes that any part of the form contains erroneous or 

unreasonable information. The IRS can also terminate the 

extension if it believes it may not be able to collect the tax. 

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. 

Specific Instructions 

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. 

If the corporation receives its mail in care of a third party (such as 

an accountant or attorney), enter on the street address line “C/O” 

followed by the third party’s name and street address or P.O. box. 

If your address is outside the United States or its possessions or 

territories, fill in the line for “City or town, state, and ZIP code” in the 

following order: city, province or state, and country. Follow the 

foreign country’s practice for entering the postal code, if any. Do 

not abbreviate the country name. 

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. 542, Corporations, 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 prechange NOLs and (b) the use of preacquisition losses of one 

corporation to offset recognized built-in gains of another 

corporation. For more information, see sections 382 and 384 and 

the related regulations. 

Line 3. Enter the reduction of previously determined tax 

attributable to the carryback, for tax years before the tax year of 

the NOL. Previously determined tax is generally: 

1. The amount shown on the return, plus any amounts assessed 

as deficiencies before Form 1138 is filed, minus 

2. Any abatements, credits, or refunds allowed or made before 

Form 1138 is filed. 

See section 1314(a). 

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. 

Line 6a. For the year shown on line 4, enter on line 6a the total of: 

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: 

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 this form is filed more than 21 calendar 

days after notice and demand for payment was made (more than 10 

business days if the amount for which the notice and demand for 

payment was made equals or exceeds $100,000). 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, plus 

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

the date this form is filed. 

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. 

You are not required to provide the information requested on a 

form that is subject to the Paperwork Reduction Act unless the 

form displays a valid OMB control number. Books or records 

relating to a form or its instructions must be retained as long as 

their contents 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 . . . . . . . . . . . . 3 hr., 21 min. 

Learning about the law or the form . . . . . . 42 min. 

Preparing and sending the form to the IRS . . . . 47 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, Tax Products Coordinating Committee, 

SE:W:CAR:MP:T:M:S, 1111 Constitution Ave. NW, IR-6526, 

Washington, DC 20224. Do not send Form 1138 to this office. 

Instead, see When and where to file, above.