Proposed Rule2025-19018
Guidance Regarding Certain Matters Relating to Nonrecognition of Gain or Loss in Corporate Separations, Incorporations, and Reorganizations; Multi-Year Reporting Requirements for Corporate Separations and Related Transactions; Withdrawal
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
September 30, 2025
Issuing agencies
Treasury DepartmentInternal Revenue Service
Abstract
This document withdraws a notice of proposed rulemaking containing proposed regulations relating to corporate separations, incorporations, and reorganizations qualifying, in whole or in part, for nonrecognition of gain or loss. This document also withdraws a notice of proposed rulemaking containing proposed regulations that would have required multi-year tax reporting for corporate separations and related transactions. The proposed regulations would have affected corporations and their shareholders and security holders.
Full Text
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<title>Federal Register, Volume 90 Issue 187 (Tuesday, September 30, 2025)</title>
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[Federal Register Volume 90, Number 187 (Tuesday, September 30, 2025)]
[Proposed Rules]
[Pages 46776-46777]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-19018]
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DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[REG-112261-24; REG-116085-23]
RIN 1545-BR32; 1545-BR00
Guidance Regarding Certain Matters Relating to Nonrecognition of
Gain or Loss in Corporate Separations, Incorporations, and
Reorganizations; Multi-Year Reporting Requirements for Corporate
Separations and Related Transactions; Withdrawal
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Withdrawal of notices of proposed rulemaking.
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SUMMARY: This document withdraws a notice of proposed rulemaking
containing proposed regulations relating to corporate separations,
incorporations, and reorganizations qualifying, in whole or in part,
for nonrecognition of gain or loss. This document also withdraws a
notice of proposed rulemaking containing proposed regulations that
would have required multi-year tax reporting for corporate separations
and related transactions. The proposed regulations would have affected
corporations and their shareholders and security holders.
DATES: The notices of proposed rulemaking published in the Federal
Register on January 16, 2025 (90 FR 5220 and 90 FR 4687), are withdrawn
as of September 30, 2025.
ADDRESSES: Send paper submissions to CC:PA:01:PR (REG-112261-24 and
REG-116085-23), Room 5203, Internal Revenue Service, P.O. Box 7604, Ben
Franklin Station, Washington, DC 20044. All public comments received
with respect to the notices of proposed rulemaking (REG-112261-24 and
REG-116085-23) are available to review at <a href="https://www.regulations.gov">https://www.regulations.gov</a>
by searching the Docket ID numbers (IRS-2025-0017 and IRS-2025-0015,
respectively).
FOR FURTHER INFORMATION CONTACT: Justin R. Du Mouchel at (202) 317-6975
(not a toll-free number).
SUPPLEMENTARY INFORMATION:
Background
On January 16, 2025, the Treasury Department and the IRS published
a notice of proposed rulemaking (REG-112261-24) in the Federal Register
(90 FR 5220) setting forth proposed regulations under sections 355,
357, 361, and 368 of the Code regarding certain matters relating to
corporate separations, incorporations, and reorganizations qualifying,
in whole or in part, for nonrecognition of gain or loss (proposed
technical regulations) and requesting public comment.
On the same date, the Treasury Department and the IRS also
published a notice of proposed rulemaking (REG-116085-23) in the
Federal Register (90 FR 4687) setting forth proposed regulations that
would require multi-year tax reporting for corporate separations and
related transactions (proposed reporting regulations). The proposed
reporting regulations were consistent with recommendations set forth in
a report published by the Treasury Inspector General for Tax
Administration titled ``A Strategy Is Needed to Assess the Compliance
of Corporate Mergers and Acquisitions with Federal Tax Requirements,''
Ref. No. 2019-30-050 (Sept. 5, 2019).
The Treasury Department and the IRS received several comments in
response
[[Page 46777]]
to the proposed technical regulations and the proposed reporting
regulations, which generally were critical of the proposed guidance. In
response to the comments received, the Treasury Department and the IRS
are withdrawing the proposed regulations.
Drafting Information
The principal author of this notice is Justin R. Du Mouchel of the
Office of Associate Chief Counsel (Corporate). However, other personnel
from the Treasury Department and the IRS participated in its
development.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and recordkeeping requirements.
Withdrawal of Proposed Amendments to the Regulations
Under the authority of 26 U.S.C. 7805, the notices of proposed
rulemaking (REG-112261-24 and REG-116085-23) that were published in the
Federal Register on January 16, 2025 (90 FR 5220 and 90 FR 4687), are
withdrawn.
Edward T. Killen,
Acting Chief Tax Compliance Officer.
[FR Doc. 2025-19018 Filed 9-29-25; 8:45 am]
BILLING CODE 4830-01-P
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</html>Indexed from Federal Register on September 30, 2025.
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