internal_revenue_service number release date index number ------------------------ -------------------------- ------------------------------ --------------------------------- -------------------------- department of the treasury washington dc third party communication none date of communication not applicable_person to contact --------------------- id no ----------------- telephone number --------------------- refer reply to cc corp plr-117038-10 date date legend parent majority shareholders ----------------------------- ------------------------------- ------------------------- --------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------------------ group2 services service sec_2 service sec_3 service sec_4 year1 llc llc ------------------------ -------------------------- --------------------------------------------------------------------------------- -------------------------------------------------------- ----------------------------------------------------- ------- -------------------------------- ------------------------------------------------ ---------------------- ----------------------------- ------------------------------------------------ ---------------------- plr-117038-10 --------------------------------------------------------------------------------- ------------------------------------------------ ---------------------- llc llc llc sub sub b c d e f g --------------------------------------------- ------------------------------------------------ ---------------------- ------------------------------------------- ------------------------------------------- ---------------------- ---------------------- ------------------------------- ---------------------- ----------------------------------- ------------------------------- ---------------------- ------------ ---- ---- ---- ---- ----------- ------------------------------------ stock exchange dear -------------- this ruling responds to your letter dated date and subsequent correspondence in which you requested rulings as to certain federal_income_tax consequences of the transactions discussed below the rulings contained in this letter are based on facts and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party this office has not verified any of the materials submitted in support plr-117038-10 of the request for rulings verification of the information and other data may be required as part of the audit process facts parent is the common parent of an affiliated_group_of_corporations including sub and sub which file a consolidated_return for federal_income_tax purposes the parent group the parent group is engaged in providing a range of services including service sec_2 and files its consolidated_returns on a calendar_year basis parent has one class of common_stock outstanding which is not publicly traded of which b percent is held by the majority shareholders each of which is indirectly controlled by group2 sub owns and operates properties through various wholly-owned limited_liability companies including llc llc and sub-lessees discussed below which are disregarded as entities separate from its owner for u s federal tax purposes a disregarded_entity the properties are leased to llc which subleases them to other companies the sub-lessees llc wholly owns certain disregarded entities llc together with its disregarded entities is hereinafter referred to as manager manager has at various times since year1 owned and or operated at least c different service2 facilities through two wholly owned limited_liability companies llc and llc manager is responsible for all of the operational and management functions at these facilities including service sec_3 sub a corporate subsidiary of manager has been in the business of managing and operating services facilities for over d years sub has been actively engaged in the business of providing substantial service sec_4 to facilities owned in whole or part by third parties pursuant to a plan parent intends to undertake an initial_public_offering of its common_stock the ipo in a taxable_year ending on or before date and to elect to be taxed as a real_estate_investment_trust reit pursuant to sec_856 of the internal_revenue_code for its taxable_year beginning january of the following year parent will undertake certain transactions to permit it to qualify as a reit the restructuring as part of the restructuring certain assets will be contributed to manager and manager will be distributed to parent’s pre-ipo shareholders pro_rata sub will continue to remain a corporate subsidiary of manager as another part of the restructuring parent intends to transfer certain assets related to the operation of its services business including its interests in llc and sub-lessees to a new corporation that it will own the new corporation will jointly elect with parent to be treated as a taxable_reit_subsidiary trs of parent following the trs election- i the properties retained by parent will continue to be leased to llc which will continue to sublease them to the plr-117038-10 sub-lessees and ii manager through llc will operate and manage the properties for the trs pursuant to a management agreement entered into at the time of the ipo also as part of the restructuring approximately two weeks prior to completion of the ipo parent intends to declare a distribution payable in a combination of cash or stock the special dividend the special dividend will be contingent on the successful completion of the ipo payable to stockholders of record as of the day after the dividend declaration date the special dividend will be paid immediately after the closing of the ipo and listing of the shares on the stock exchange parent intends to declare the special dividend using an election mechanism whereby each stockholder of record may elect to receive its distribution as follows option a - percent cash the cash_option option b - percent common_stock the stock_option or option c - a combination of percent cash and percent common_stock the mixed option if a stockholder fails to make a valid election by the election deadline that stockholder will be deemed to have made an election to be determined by parent at parent’s sole discretion to the extent necessary parent will issue cash in lieu of fractional shares of stock it is intended that the special dividend will be paid no later than one week following the date of the election deadline it is anticipated that parent shareholders will have an approximately two-week election_period which will close on the date the ipo pricing date that the ipo price per share is set by parent and underwriters the ipo pricing date will be approximately three business days prior to completion of the ipo the total number of shares of stock to be issued in the special dividend will be determined on the ipo pricing date by dividing i the difference between a the total amount of the special dividend and b the total amount of cash to be distributed in the special dividend by ii the per share value of parent common_stock the total amount of cash payable in the special dividend will be limited to approximately percent of the total value of the special dividend parent may in its discretion increase the percentage of the special dividend that is payable in cash the cash limit if the percentage of cash payable in the special dividend is increased there will be a corresponding increase in the percentage of cash offered in the mixed option in no event will the cash limit be less than percent of the total value of the special dividend any cash paid in lieu of fractional shares will not count towards the cash limit while each stockholder will have the option to elect to receive cash in lieu of stock for all or a portion of the stockholder’s entire entitlement under the special dividend such plr-117038-10 election will be subject_to the cash limit if the total number of shares of common_stock with respect to which the cash_option or the mixed option is elected the cash election shares would result in the payment of cash in an aggregate amount that is less than or equal to the cash limit then all holders of cash election shares will receive cash equal to the amount elected the stockholders who elect the cash_option will receive the special dividend entirely in cash and the stockholders who elect the mixed option will receive the special dividend in percent cash and percent common_stock or such higher percentage of cash and corresponding lower percentage of common_stock that parent elected to pay if the number of cash election shares would result in the payment of cash in an aggregate amount that is greater than the cash limit then each stockholder electing to receive the cash_option will receive a pro_rata portion of available cash ie the cash limit minus the aggregate amount of cash payable to stockholders electing the mixed option and the remainder in shares of common_stock as a result the cash election shares will in no event receive less than percent of their share of the special dividend in cash immediately after the restructuring and ipo it is expected that public shareholders ie shareholders other than majority shareholders will own more than e percent of parent’s stock manager will be owned by parent’s pre-ipo shareholders however after the restructuring and before the first day of the first taxable_year in which parent qualifies as a reit the majority shareholders will if necessary reduce their ownership_interest in parent so they will own less than f percent of parent taxpayer makes the following representations a after the restructuring and ipo parent will not derive any income from manager or sub b depending on the ultimate disposition of options in parent it is expected that after the ipo the majority shareholders will own approximately g percent of manager c manager does not now own and in the future is not expected to own any parent stock d parent fully expects manager to continue to seek additional management contracts with third parties after the ipo e following the trs election the services properties retained by parent will be leased to the trs and operated and managed by manager pursuant to a management agreement entered into at the time of the ipo rulings based solely on the facts and representations submitted we rule as follows plr-117038-10 any and all of the cash and stock distributed by parent in the special dividend will be treated as a distribution_of_property with respect to its stock to which sec_301 applies sec_301 and sec_305 provided that the majority shareholders own directly and indirectly less than f percent of parent on the date that parent intends for its reit election to be effective manager satisfies the statutory requirements under sec_856 to be treated as an eligible_independent_contractor with respect to the services facilities it manages or operates for the trs caveats except as expressly provided herein no opinion is expressed or implied concerning the tax consequences of any aspect of any transaction or item discussed or referenced in this letter in particular no opinion is expressed as to whether or not parent otherwise qualifies as a reit under part ii of subchapter_m of chapter of the code procedural statements this ruling letter is directed only to the taxpayers who requested it sec_6110 provides that it may not be used or cited as precedent a copy of this letter must be attached to any income_tax return to which it is relevant alternatively any taxpayer filing its return electronically may satisfy this requirement by attaching a statement to the return that provides the date and control number of this ruling letter in accordance with the power_of_attorney on file in this office a copy of this ruling letter will be sent to your authorized representative sincerely mark weiss reviewing attorney branch office of associate chief_counsel corporate cc


internal_revenue_service department of the treasury number info release date index number in re washington dc person to contact telephone number refer reply to cc psi 6-conex-111826-03 date mar request to make a late sec_179 election dear this letter is in response to a letter dated date to the commissioner of the internal_revenue_service requesting permission to make a late election for your truck for us to respond to your specific request you must submit a request for a private_letter_ruling the request must comply with all the requirements of section of revproc_2003_1 2003_1_irb_1 a copy of selected selections of revrul_2003_1 has been enclosed for your reference we hope that you find the following general information to be helpful sec_1_179-5 of the income_tax regulations provides that the election under sec_179 of the internal_revenue_code to claim a sec_179 expense deduction for sec_179 property must be made on the taxpayer’s first income_tax return for the taxable_year to which the election applies or on an amended_return filed within the time prescribed by law including extensions for filing the return for such taxable_year thus your request to use sec_179 is a request for an extension of time to make an election under sec_179 for your truck in making your decision whether to file this request you should be aware that sec_280f limits to dollar_figure for the year the combined depreciation and sec_179 deductions for certain trucks placed_in_service during the year see the attached pages of publication your request for an extension of time to make a regulatory election must meet the requirements of sec_301_9100-3 of the regulations we are also enclosing a copy of sec_301_9100-3 under sec_301_9100-3 requests for relief will be granted when the taxpayer provides the evidence to establish to the satisfaction of the commissioner that the taxpayer acted reasonably and in good_faith and the grant of relief will not prejudice the interests of the government the election under sec_179 is an accounting_method election under sec_301_9100-3 for accounting_method elections the interests of the government are deemed to be prejudiced except in unusual and compelling circumstances emphasis added sec_301_9100-3 conex-111826-03 provides that a request under sec_301_9100-3 is a request for a ruling letter revproc_2003_1 provides the general procedures the internal_revenue_service follows in issuing private letter rulings and the related instructions for the submission of private_letter_ruling requests by taxpayers in addition taxpayers are required_by_law to pay user fees for requests for private letter rulings under sec_15 of revproc_2003_1 the user_fee must accompany the request in order to be processed by the service in general the user_fee is dollar_figure for private letter rulings however there is a reduced fee of dollar_figure for a request involving a business-related tax issue from a taxpayer with a gross_income of less than dollar_figure million see appendix a of revproc_2003_1 if you should decide to request a private_letter_ruling section of revproc_2003_1 provides information as to where to send the request also as we have noted above section of revproc_2003_1 provides general instructions for requesting a private_letter_ruling this letter has called your attention to certain general principles of tax law it is intended for informational purposes only and does not constitute a ruling see sections dollar_figure and dollar_figure of revproc_2003_1 we hope the materials enclosed will be helpful to you however if you should have any additional questions or comments please contact our office at sincerely yours charles b ramsey chief branch office of associate chief_counsel passthroughs and special industries enclosures


internal_revenue_service department of the treasury number release date index number in re washington dc person to contact telephone number refer reply to cc intl plr-151345-02 date date legend corp a corp b corp c foreign_branch date sec_1 individual a in re plr-151345-02 dear this replies to a letter dated date in which corp a and corp b as successor_in_interest to corp c request an extension of time under sec_301_9100-3 to file the agreements required by sec_1_1503-2 with respect to the dual consolidated losses of foreign_branch for the tax periods ended on date sec_1 and the information submitted for consideration is substantially as set forth below the ruling contained in this letter is predicated upon facts and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party this office has not verified any of the material submitted in support of the request for a ruling verification of the factual information representations and other data may be required as a part of the audit process individual a is a senior director of accounting finance at corp b a wholly-owned subsidiary of corp a the affidavit of individual a and the facts submitted describe the circumstances that led to the discovery that the agreements required under sec_1 g i were not filed and indicate that relief is being requested before this failure_to_file the agreements has been discovered by the service sec_301 -1 b provides that an election includes an application_for relief in respect of tax and defines a regulatory election as an election whose due_date is prescribed by a regulation a revenue_ruling revenue_procedure notice or announcement sec_301_9100-1 provides that the commissioner has discretion to grant a taxpayer a reasonable extension of time under the rules set forth in sec_301_9100-3 to make a regulatory election under all subtitles of the internal_revenue_code except subtitles e g h and i sec_301_9100-3 provides that requests for relief subject_to this section will be granted when the taxpayer provides the evidence including affidavits described in sec_301_9100-3 to establish to the satisfaction of the commissioner that the taxpayer acted reasonably and in good_faith and the grant of relief will not prejudice the interests of the government in the present situation sec_1_1503-2 fixes the time to file the agreements therefore the commissioner has discretionary authority under sec_301_9100-1 to grant an extension of time to corp a and corp b as successor_in_interest to corp c provided that the standards set forth in sec_301_9100-3 are satisfied in re plr-151345-02 based on the facts and circumstances of this case we conclude that the standards set forth in sec_301_9100-3 have been satisfied accordingly an extension of time until days from the date of this ruling letter is granted under sec_301_9100-1 and to file the agreements required by sec_1_1503-2 with respect to the dual consolidated losses of foreign_branch for the tax periods ended on date sec_1 and as provided in sec_301_9100-1 the granting of an extension of time is not a determination that corp a and corp b as successor_in_interest to corp c are otherwise eligible to file the agreements this ruling is directed only to the taxpayer who requested it sec_6110 provides that it may not be used or cited as precedent a copy of this ruling letter should be associated with the agreements no ruling has been requested and none is expressed as to the application of any other section of the code or regulations to the facts presented pursuant to a power_of_attorney on file in this office a copy of this letter_ruling is being sent to corp a and to the other representative sincerely s allen goldstein allen goldstein reviewer office of the associate chief_counsel international


internal_revenue_service number release date index number -------------------------- -------------------------- ------------------------------------------ --------------------------------- in re ---------------------------- ----------------------- ------------------------------ department of the treasury washington dc person to contact --------------------- id no ------------- telephone number --------------------- refer reply to cc intl b02- plr-131645-03 date february ------------------------------- ----------------------- ---------------------------- legend a b ----------------------- ------------- c --------------------------------------- d -------------------------------- firm x ---------------------- firm y -------------------------- firm z ---------- country z --------------- amount m ----------------- x percent y percent ------------------ dear ------------------ time to file a qualified_electing_fund qef election with respect to b’s investment in c representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party while this office has not verified any of the material submitted in support of this request_for_ruling such material is subject_to verification upon examination facts the following facts in connection with their private_letter_ruling request taxpayers have represented this is in response to your letter dated date requesting an extension of the rulings contained in this letter are based upon information and in date b acquired x percent of the common equity of c a country z firm y an accounting firm also provided tax_advice with respect to the formation b is a u s limited_partnership all of the limited partners of b have represented that they are u s persons a a u s limited_liability_company most of the members of which are u s citizens or residents is the sole general_partner of b holding_company and c acquired y percent of the common equity of d a country z operating company and approximately amount m of convertible_bonds of d prior to these acquisitions in date members of a consulted firm x a firm competent to render international tax_advice concerning the potential investment by b in d firm x was informed that the investment in d would be made through c firm x failed to advise b that investing in d through c would cause c to qualify as a passive_foreign_investment_company pfic with regard to b and therefore failed to advise b to make a qef election for c and structuring of a and b and prepared a and b’s tax returns since their formation including the and tax returns firm z was hired in to complete the preparation of a and b’ sec_2001 tax returns neither firm y nor firm z advised a and b about the potential status of c as a pfic or of the availability of the qef election convertible_bonds held by c firm x reviewed the overall organizational structure and realized that c was a pfic with regard to b at this time firm x noted for the first time the fact that c was a pfic and recommended the submission of a ruling_request to make a retroactive qef election under sec_1_1295-3 ruling requested b requests the consent of the commissioner of the internal_revenue_service to make a retroactive qef election under sec_1_1295-3 with respect to c for b’ sec_2001 tax_year law and analysis a taxpayer if an election by the taxpayer under sec_1295 applies to such company for the taxable_year and the company complies with such requirements as the secretary may prescribe for purposes of determining the ordinary_earnings and net capital_gains of such company under sec_1295 a qef election may be made for any taxable_year at any time on or before the due_date determined with regard to in date while rendering advice with respect to a redemption by d of the sec_1295 provides that any pfic shall be treated as a qef with respect to extensions for filing the return for such taxable_year to the extent provided in regulations such an election may be made after such due_date if the taxpayer failed to make an election by the due_date because the taxpayer reasonably believed the company was not a pfic under sec_1_1295-3 a taxpayer may request the consent of the commissioner to make a retroactive qef election for a taxable_year however the commissioner will grant relief under sec_1_1295-3 only if four conditions are satisfied the first requirement is that the shareholder reasonably relied on a qualified_tax professional who failed to identify the foreign_corporation as a pfic or failed to advise the shareholder of the consequences of making or failing to make a sec_1295 election sec_1_1295-3 provides that a shareholder will not be considered to have reasonably relied on a qualified_tax professional if the shareholder knew or reasonably should have known that the foreign_corporation was a pfic and knew of the availability of a sec_1295 election in addition a shareholder cannot claim reliance upon a tax professional if he knew or reasonably should have known that the qualified_tax professional was not competent to render tax_advice with respect to the ownership of shares of a foreign_corporation or did not have access to all relevant facts and circumstances counsel firm x prior to the formation of and investment in d firm x’s tax department was competent to render tax_advice with respect to stock ownership of a foreign_corporation and had access to all the relevant facts and circumstances firm x’s tax department failed to identify c as a pfic and therefore failed to advise b of the consequences of making or failing to make a qef election thus b reasonably relied on a qualified_tax professional within the meaning of sec_1_1295-3 and for the taxable years at issue not prejudice the interests of the u s government under sec_1 f i the interests of the u s government are prejudiced if granting relief would result in the shareholder having a lower tax_liability taking into account applicable_interest charges in the aggregate for all years affected by the retroactive election other than by a de_minimis amount than the shareholder would have had if the shareholder had made the sec_1295 election by the election due_date the time_value_of_money is taken into account for purposes of this computation if granting relief would prejudice the interests of the u s government the commissioner may in his sole discretion grant consent to make the election provided the shareholder enters into a closing_agreement with the commissioner that requires the shareholder to pay an amount sufficient to eliminate any prejudice to the u s government as a consequence of the the second requirement of sec_1_1295-3 is that granting consent will during the years at issue a sought u s tax_advice from its regular outside tax the final requirement of sec_1_1295-3 is that the procedural this requirement is met in this case because all of the affected years are still shareholder’s inability to file amended returns for closed taxable years sec_1_1295-3 open and b has already reported the amounts owed for and on its partnership return and on the schedules k-1 for its partners the third requirement of sec_1_1295-3 is that the request must be made before a representative of the internal_revenue_service raises upon audit the pfic status of the corporation for any taxable_year of the shareholder sec_1_1295-3 in this case the pfic status of c has not been raised upon audit requirements set forth in sec_1_1295-3 must be met these include filing a request for consent to make a retroactive election with and submitting a user_fee to the office of the associate chief_counsel international sec_1 f i additionally affidavits signed under penalties of perjury must be submitted by the shareholder and any qualified_tax professional upon whose advice the shareholder relied sec_1_1295-3 iii these affidavits must describe the events that led to the failure to make a qef election by the election due_date the discovery of such failure and the engagement and responsibilities of the qualified_tax professional and the extent to which the shareholder relied on such professional here affidavits meeting the requirements set forth in sec_1_1295-3 and iii as to the failure of firm x to inform b of its need to make qef elections have been submitted and b has otherwise satisfied the procedural requirements of sec_1_1295-3 with respect to c under sec_1_1295-3 provided that b complies with the rules under sec_1_1295-3 regarding the time and manner for making the retroactive qef election k of the code provides that it may not be used or cited as precedent consent is granted to b to make a retroactive election for b’ sec_2001 taxable_year this private_letter_ruling is directed only to the taxpayer requesting it section a copy of this ruling must be attached to any_tax return to which it is relevant based on the information submitted and representations made in accordance with the power_of_attorney on file with this office a copy of this letter is being sent to the taxpayer sincerely valerie a mark lippe senior technician reviewer cc intl br2 office of associate chief_counsel international


la la as tax_exempt_and_government_entities_division department of the treasury internal_revenue_service commerce st dallas texas 501-dollar_figure date date person to contact badge number contact telephone number contact address employer_identification_number release number release date legend org - organization name eos org address certified mail dear this is a final notice of adverse determination that your exempt status under sec_501 of the internal_revenue_code is revoked recognition of your exemption under internal_revenue_code sec_501 is revoked effective july 1st 20xx the following reason s organizations described in r c sec_501 and exempt under sec_501 must be organized and operated exclusively for an exempt_purpose you have not provided sufficient information regarding your expenditures distributions and exempt_activities you have not established that you have been organized and operated exclusively for an exempt_purpose or that you have been engaged primarily in activities that accomplish one or more exempt purposes you have failed to establish that you meet the requirements of r c sec_501 and sec_1_501_c_3_-1 in that you have failed to provide information to establish that you were operated exclusively for an exempt_purpose contributions to your organization are no longer deductible effective july 1st 20xx since your exempt status has been revoked you are required to file form_1120 u s_corporation income_tax return for all years beginning on or after july 1st 20xx income_tax returns for subsequent years are to be filed with the appropriate service_center identified in the instructions for those returns it is further determined that your failure_to_file a written appeal constitutes a failure to exhaust your available administrative remedies however if you decide to contest this determination in court you must initiate a suit for declaratory_judgment in the united_states tax_court the united_states claims_court or the district_court of the united_states for the district of columbia before the ninety-first 91st day after the date that this determination was mailed to you contact the clerk of the appropriate court for rules for initiating suits for declaratory_judgment to secure a petition form write to the following address united_states tax_court second street nw washington dc please understand that filing a petition for a declaratory_judgment under sec_7428 will not delay the processing of subsequent income_tax returns and assessment of any taxes due you also have the right to contact the office_of_the_taxpayer_advocate however you should first contact the person whose name and telephone number are shown above since this person can access you tax information and can help you get answers you can call and ask for the taxpayer_advocate assistance or you can contact the advocate from the site where this issue was determined by writing to taxpayer_advocate assistance cannot be used as substitute for established irs procedures formal appeals processes etc the taxpayer_advocate is not able to reverse legal or technically correct_tax determination nor extend the time fixed by law that you have to file a petition in court the taxpayer_advocate can however see that a tax matter that may not have been resolved through normal channels gets prompt and proper handling this letter should be kept within your permanent records if you have any questions please contact the person whose name and telephone number are shown above sincerely nanette m downing director eo examinations enclosures publication internal_revenue_service department of the treasury commerce st m c 4925dal dallas tx date org address taxpayer_identification_number form tax_year s ended person to contact id number contact numbers telephone fax certified mail - return receipt requested dear we have enclosed a copy of our report of examination explaining why we believe revocation of your exempt status under sec_501 of the internal_revenue_code code is necessary if you accept our findings take no further action we will issue a final revocation letter if you do not agree with our proposed revocation you must submit to us a written request for appeals_office consideration within days from the date of this letter to protest our decision your protest should include a statement of the facts the applicable law and arguments in support of your position an appeals officer will review your case the appeals_office is independent of the director eo examinations the appeals_office resolves most disputes informally and promptly the enclosed publication the examination process and publication exempt_organizations appeal procedures for unagreed issues explain how to appeal an internal_revenue_service irs decision publication also includes information on your rights as a taxpayer and the irs collection process you may also request that we refer this matter for technical_advice as explained in publication if we issue a determination_letter to you based on technical_advice no further administrative appeal is available to you within the irs regarding the issue that was the subject of the technical_advice letter rev catalog number 34809f if we do not hear from you within days from the date of this letter we will process your case based on the recommendations shown in the report of examination if you do not protest this proposed determination within days from the date of this letter the irs will consider it to be a failure to exhaust your available administrative remedies sec_7428 of the code provides in part a declaratory_judgment or decree under this section shall not be issued in any proceeding unless the tax_court the claims_court or the district_court of the united_states for the district of columbia determines that the organization involved has exhausted its administrative remedies within the internal_revenue_service we will then issue a final revocation letter we will also notify the appropriate state officials of the revocation in accordance with sec_6104 of the code you have the right to contact the office_of_the_taxpayer_advocate taxpayer_advocate assistance is not a substitute for established irs procedures such as the formal appeals process the taxpayer_advocate cannot reverse a legally correct_tax determination or extend the time fixed by law that you have to file a petition in a united_states court the taxpayer_advocate can however see that a tax matter that may not have been resolved through normal channels gets prompt and proper handling you may call toll-free and ask for taxpayer_advocate assistance if you prefer you may contact your local taxpayer_advocate at if you have any questions please call the contact person at the telephone number shown in the heading of this letter if you write please provide a telephone number and the most convenient time to call if we need to contact you thank you for your cooperation sincerely nanette m downing director eo examinations enclosures publication publication report of examination letter rev catalog number 34809f schedule number or exhibit form 886-a rev date explanations of items name of taxpayer org tax identification_number ein year period ended 20xx legend org - organization name founder co-1 -15 company xx - date city - city state - state founder - issue should the organization’s exempt status be revoked as a result of inactivity since november 20xx facts the organization is named org org and is located in city state org is exempt under internal_revenue_code irc sec_501 and has operated as an independent co-educational university preparatory day school with students enrolled in grades through org was founded in 19xx by the late founder a co-1 educator the form-990 return of organization exempt from income_tax for tax period ended june 20xxx is open for audit org did not respond to any correspondence sent to it by the service during this examination agent unable to locate taxpayer by telephone or written correspondence financial difficulties and disputes with its former director resulted in the organization filing for bankruptcy in november 20xx and it has not conducted any exempt_activities since that time the bankruptcy was concluded in november 20xx and all assets of the eo were used to pay the outstanding creditors of the eo law final-reg tax-regs sec_1_501_a_-1 proof of exemption an organization other than an employees' trust described in sec_401 is not exempt from tax merely because it is not organized and operated for profit in order to establish its exemption it is necessary that every such organization claiming exemption file an application form as set forth below with the district_director for the internal_revenue_district in which is located the principal_place_of_business or principal office of the organization subject only to the commissioner's inherent power_to_revoke rulings because of a change in the law or regulations or for other good cause an organization that has been determined by the commissioner or the district_director to be exempt under sec_501 or the corresponding provision of prior_law may rely upon such determination so long as there are no substantial changes in the organization's character purposes or methods of operation revproc_90_27 states that if the evidence clearly indicates that the organization will not resume operating for an exempt_purpose as required by sec_1_501_c_3_-1 the exempt status should be terminated irc 20xx-code-vol sec_7428 declaratory judgments relating to status and classification of organizations under sec_501 etc a creation of remedy -in a case of actual controversy involving - form 886-a catalog number 20810w page publish no irs gov department of the treasury-internal revenue service schedule number or exhibit form 886-a rev date name of taxpayer org tax identification_number ein year period ended 20xx explanations of item sec_7428 a determination by the secretary - a a with respect to the initial qualification or continuing qualification of an organization as an organization described in sec_501 which is exempt from tax under_ sec_501 or as an organization described in sec_170 upon the filing of an appropriate pleading the united_states tax_court the united_states court of federal claims or the district_court of the united_states for the district of columbia may make a declaration with respect to such initial qualification or continuing qualification or with respect to such initial classification or continuing classification any such declaration shall have the force and effect of a decision of the tax_court or a final judgment or decree of the district_court or the court of federal claims as the case may be and shall be reviewable as such for purposes of this section a determination with respect to a continuing qualification or continuing classification includes any revocation of or other change in a qualification or classification taxpayer’s position none taxpayer cannot be located government's position the taxpayer has not responded to the letter and information_document_request idr sent on 20xx the taxpayer has not responded to the follow up letter sent on 20xx the certified letter sent to taxpayer on 20xx was returned undeliverable agent was not able to reach taxpayer via any known phone number once the irs recognizes an organization's tax-exempt status an exempt_organization must notify it amends its organizing documents or by-laws or materially changes its activities from the irs if those described in its exemption application a material_change should be communicated to the irs as soon as possible after the change is made or becomes effective other changes other than insubstantial ones should be reflected in the due course in the organization’s annual information_return result in modification or revocation of the organization’s tax-exempt status a substantial change in an organization's character purposes or methods of operation may the organization has been inactive since filing for bankruptcy in november 20xx it is apparent that there is no intent to resume operations therefore the exempt status must be revoked a voluntary termination requires a written_statement of dissolution signed by two of the officers of the exempt_organization since there were no officers of the organization remaining as of the date of the examination this requires the use of the unagreed revocation procedures since this is an organization exempt under sec_501 this is considered an involuntary revocation subject_to the guidelines of sec_7428 conclusion department of the treasury-internal revenue service form 886-a catalog number 20810w page publish no irs gov form 886-a pageant explanations of items schedule number or exhibit name of taxpayer org tax identification_number ein year period ended 20xx as a result of the cessation of all exempt activity by the organization and the apparent lack of intent to resume its activities the exempt status of org shall be revoked effective july 20xx form 886-a catalog number 20810w page_ publish no irs gov department of the treasury-internal revenue service