Instructions for Form 1139

Instructions for Form 1139

(Rev. December 2025)

Corporation Application for Tentative Refund

Section references are to the Internal Revenue Code unless

otherwise noted.

Future Developments

For the latest information and developments related to Form

1139 and its instructions, such as legislation enacted after

this form and its instructions were published, go to IRS.gov/

Form1139.

What’s New

New line 2d for resubmitting Form 1139. If the

corporation is resubmitting Form 1139 in response to IRS

correspondence, the corporation should check the box on

line 2d and attach a copy of the IRS correspondence. See

the instructions for line 2d.

Direct deposit. If the corporation has access to U.S.

banking services, it should use direct deposit for any refunds

by completing lines 30a through 30c.

E-file Form 1139. Use new Form 8453-TR, E-file

Declaration or Authorization for Form 1045/1139, for e-filing

Form 1139.

Reminders

Form 1139. Use the December 2025 revision of Form 1139

and instructions for 2025 and subsequent years until a

superseding revision is issued.

Repeal of the net operating loss (NOL) carryback. For

losses incurred in tax years beginning after 2020, the NOL

carryback rules apply only for farming losses and losses from

insurance companies other than life insurance companies.

See Definitions and Special Rules, later.

NOL deduction limitation. For tax years beginning after

2020, the deduction of NOLs arising in tax years beginning

after 2017 is limited. This limitation does not apply to an

insurance company other than a life insurance company. See

the instructions for line 14.

General Instructions

Purpose of Form

A corporation (other than an S corporation) files Form 1139 to

apply for a quick refund of taxes from:

• The carryback of an NOL;

• The carryback of a net capital loss;

• The carryback of an unused general business credit;

• An overpayment of tax due to a claim of right adjustment

under section 1341(b)(1); or

• An election under section 53(e)(5) to claim 100% of prior

year minimum tax for its tax year beginning in 2018.

Note: Tax-exempt organizations claiming a refund of taxes

reported on Form 990-T, see the Instructions for Form 990-T

for information on how to claim the refund.

Waiving the NOL carryback period. For NOLs arising in

tax years beginning after December 31, 2020, a corporation

Dec 4, 2025

can elect to waive the entire carryback period and instead

carry the NOL forward to future tax years only if it has an NOL

from a farming loss or a loss as an insurance company other

than a life insurance company. See Definitions and Special

Rules, later.

Certain corporations can make the election for the loss

year by (1) checking the box on Form 1120, Schedule K,

line 11 (or the comparable line of the corporation’s income

tax return) and (2) filing the corporation’s return by its due

date, including extensions. In this case, do not attach the

statement described in Temporary Regulations section

301.9100-12T. Once made, the election is irrevocable.

If the corporation timely filed its return for the loss year

without making the election, it can make the election on an

amended return filed within 6 months of the due date of the

loss year return (excluding extensions). Attach the election to

the amended return and write “Filed pursuant to section

301.9100-2” on the election statement.

Corporations filing a consolidated return that elect to

waive the entire carryback period for the group must also

attach the statement required by Regulations section

1.1502-21(b)(3) or the election will not be valid.

Note: If the corporation had an NOL for a tax year beginning

after December 31, 2017, and before January 1, 2021, the

corporation could make special elections to waive the

carryback period or to exclude all of the section 965 years

from the NOL carryback period. See Rev. Proc. 2020-24,

2020-18 I.R.B. 750, available at IRS.gov/irb/

2020-18_IRB#REV-PROC-2020-24.

When To File

Generally, the corporation must file Form 1139 within 12

months of the end of the tax year in which an NOL, net capital

loss, unused credit, or claim of right adjustment arose.

Note: The corporation must file its income tax return for the

tax year no later than the date it files Form 1139.

Form 1138. If the corporation filed Form 1138, Extension of

Time for Payment of Taxes by a Corporation Expecting a Net

Operating Loss Carryback, it can get an additional extension

of time to pay. To do so, file Form 1139 by the last day of the

month that includes the due date (including extensions) for

filing the return for the tax year from which the applicable

NOL carryback arose.

Qualified new members of a consolidated group. The

general rule above applies to the time for filing of Form 1139

by a consolidated group. However, for this purpose, a

separate return year of a qualified new member (see below)

that ends on the date of joining the new group is treated as

ending on the same date as the end of the tax year of the

consolidated group that includes the date of the end of the

separate return year. If this special treatment applies, see the

instructions for line 5 below. A new member of a consolidated

group is a qualified new member if immediately prior to

becoming a new member either:

• It was the common parent of a consolidated group, or

Instructions for Form 1139 (Rev. 12-2025) Catalog Number 20631X

Department of the Treasury Internal Revenue Service www.irs.gov

• It was not required to join in the filing of a consolidated

return.

Where To File

File Form 1139 with the Internal Revenue Service Center

where the corporation files its income tax return.

Note: Do not file Form 1139 with the corporation’s income

tax return.

Electronic filing. Use new Form 8453-TR for e-filing the

corporation’s application.

What To Attach

Attach to Form 1139 copies of the following, if applicable, for

the year of the loss or credit.

• The first two pages of the corporation’s income tax return.

• All other forms and schedules from which a carryback

results (for example, Schedule D (Form 1120), Capital Gains

and Losses; Form 3800, General Business Credit, etc.).

• All Forms 8886, Reportable Transaction Disclosure

Statement, attached to the corporation’s tax return.

• Any applicable election statement. See Definitions and

Special Rules, below.

• All carryback year forms and schedules for which items

were refigured.

Processing the Application

The IRS will process this application within 90 days of the

later of:

• The date the corporation files the complete application, or

• The last day of the month that includes the due date

(including extensions) for filing the corporation’s income tax

return for the year in which the loss or credit arose (or, for a

claim of right adjustment, the date of the overpayment under

section 1341(b)(1)).

The payment of the requested refund does not mean the

IRS has accepted the application as correct. If the IRS later

determines the claimed deductions or credits are due to an

overstatement of the value of property, negligence, disregard

of rules, or substantial understatement of income tax, the

corporation may be assessed penalties under section 6662.

Interest is also charged on any amounts erroneously

refunded, credited, or applied.

The IRS may need to contact the corporation or its

authorized representative for more information. To designate

an attorney or representative, attach Form 2848, Power of

Attorney and Declaration of Representative, to Form 1139.

Disallowance of the Application

An application for a tentative refund is not treated as a claim

for credit or refund. It may be disallowed if there are any

material omissions or math errors that are not corrected

within the 90-day period. If the application is disallowed in

whole or in part, no suit challenging the disallowance may be

brought in any court. But the corporation can file a regular

claim for credit or refund. See Filing Form 1120X or Other

Amended Return, below.

Excessive Allowances

Any amount applied, credited, or refunded based on this

application that the IRS later determines to be excessive may

be billed as if it were due to a math or clerical error on the

return.

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Filing Form 1120X or Other Amended Return

A corporation can get a refund by filing Form 1120X (or other

amended return, such as an amended Form 1120-PC)

instead of Form 1139. Generally, the corporation must file an

amended return within 3 years after the date the return was

due for the tax year in which an NOL, net capital loss, or

unused credit arose (or, if later, the date the return for that

year was filed).

Corporations must file Form 1120X (or other amended

return) instead of Form 1139 to carry back:

• Any item, other than an NOL, to a section 965 year;

• A prior year foreign tax credit released due to an NOL or

net capital loss carryback; or

• A prior year general business credit released because of

the release of the foreign tax credit.

Because of the changes in the NOL rules under the

CARES Act, a corporation may file Form 1139 for an NOL it

carries back to a section 965 year.

Note: If a corporation carries back its NOL to a section 965

year in the 5-year carryback period, it is deemed to have

made an election under section 965(n). See section 172(b)

(1)(D)(iv). Also, go to IRS.gov/Form1139 to find links to

updates on carrying back losses to a section 965 year.

The procedures for processing an amended return and

Form 1139 are different. The IRS is not required to process

an amended return within 90 days. However, if the IRS does

not process it within 6 months from the date a corporation

files it, the corporation can file suit in court. If the IRS

disallows a claim on an amended return and the corporation

disagrees with that determination, the corporation must file

suit no later than 2 years after the date the IRS disallows it.

Definitions and Special Rules

Net Operating Loss (NOL)

For corporations, an NOL is the excess of the deductions

allowed over gross income, computed with the following

adjustments.

• The NOL deduction for an NOL carryback or carryover

from another year is not allowed.

• The dividends-received deductions for dividends received

from domestic and foreign corporations and for dividends

received on certain preferred stock of a public utility are

computed without regard to the limitation on the aggregate

amount of deductions under section 246(b).

• The dividends-paid deduction for dividends paid on certain

preferred stock of a public utility is computed without regard

to the limitation under section 247(a)(1)(B).

• No deduction under section 199A is allowed.

• The section 250 deduction for foreign based intangible

income is not allowed.

For losses incurred in tax years beginning after 2020, only

farming losses (discussed below) and losses of an insurance

company other than a life insurance company (discussed

below), can be carried back. The carryback for these losses

is 2 years. See Waiving the NOL carryback period, earlier.

Losses not used can be carried forward indefinitely, except

for the losses of insurance companies other than life

insurance companies. These losses can be carried forward

20 years.

Note: The carryback period for NOLs incurred in tax years

beginning after December 31, 2017, and before January 1,

2021, is 5 years. See section 172(b)(1)(D)(i). Any loss not

used can be carried forward indefinitely except for the loss of

an insurance company, other than a life insurance company,

which can be carried forward 20 years.

Farming Loss

A farming loss is the smaller of:

1. The amount that would be the NOL for the tax year if

only income and deductions attributable to farming

businesses (as defined in section 263A(e)(4)) were taken into

account, or

2. The amount of the NOL for the tax year.

carried, provided it is not attributable to a foreign

expropriation capital loss. For special rules for capital loss

carrybacks involving regulated investment companies or real

estate investment trusts, see sections 1212(a)(3) and (4).

Line 1c—Unused General Business Credit

If the corporation is claiming a tentative refund based on a

carryback of an unused general business credit, attach a

copy of the appropriate credit form for the tax year in which

the credit arose. Except as provided in section 39(d), an

unused general business credit can be carried back 1 year.

Refigure the credit for the carryback year on Form 3800, or

the applicable credit form. See the Instructions for Form

3800.

Line 1d—Other

To the extent the NOL is a farming loss, the carryback period

is 2 years. Any such loss not applied in the 2 preceding years

can be carried forward indefinitely (subject to limitations).

See the instructions for line 14.

Complete line 1d if Form 1139 is filed to claim a tentative

refund based on an overpayment of tax due to a claim of right

adjustment under section 1341(b)(1). See the instructions for

line 29, later.

The corporation can make an irrevocable election to forgo

the 2-year carryback period. See section 172(b)(1)(B)(iv).

Line 2d

Insurance Loss

An insurance company (as defined in section 816(a)) other

than a life insurance company can carry back an NOL to

each of the 2 preceding tax years. Any such loss not applied

in the 2 preceding years can be carried forward up to 20

years. An NOL of an insurance company other than a life

insurance company is still limited to a 20-year carryforward

period even if the corporation elects to forego the carryback

period.

Allocation of NOLs when a loss corporation has an

ownership change. If the corporation has a loss for a year

and has an ownership change, special rules apply for

allocating NOLs. For details, see Regulations section

1.382-6.

Check the box on line 2d and attach a copy of the IRS

correspondence if the corporation is resubmitting Form 1139

in response to IRS correspondence. If the box is checked,

submit only the requested missing and/or corrected

documentation. The corporation does not need to resubmit

an entire package.

Line 4

Foreign taxes taken as a credit in a prior year can be reduced

to zero by the carryback of an NOL or a net capital loss on

Form 1139. A corporation must file Form 1120X (or other

amended return) instead of Form 1139 to carry back a prior

year foreign tax credit released due to an NOL or net capital

loss carryback. See Filing Form 1120X or Other Amended

Return, earlier.

Line 5

Address

If the common parent of a consolidated group files Form

1139 to carry back a loss or credit arising in a corporation’s

separate return year to a year in which the corporation joined

in the filing of a consolidated return, the IRS is required to

send the refund for that year directly to and in the name of the

common parent (or agent designated under Regulations

section 1.1502-77(d) for the carryback year). See

Regulations sections 1.1502-78(a) and (b).

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

(such as an accountant or an attorney), enter on the street

address line “C/O” followed by the third party’s name and

street address or P.O. box.

If the corporation is filing Form 1139 for a short tax year

created when the corporation became a qualified new

member of a consolidated group (see Qualified new

members of a consolidated group, earlier) the corporation

must answer “Yes” on line 5a and enter the tax year ending

date, name, and EIN of the new common parent on line 5b.

Specific Instructions

Enter the room, suite, 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, enter the box

number instead of the street address.

Line 1a—Net Operating Loss

If the corporation is claiming a tentative refund based on the

carryback of any of the NOLs discussed under Definitions

and Special Rules, include the amount of the carryback on

line 1a. Attach any statements required. See What To Attach,

earlier.

Line 1b—Net Capital Loss

Generally, a net capital loss can be carried back 3 years and

treated as a short-term capital loss in the carryback year. The

net capital loss can be carried back only to the extent it does

not increase or produce an NOL in the tax year to which it is

Lines 11 through 28 —

Computation of Decrease in Tax

In columns (a), (c), and (e), enter the amount for the

applicable carryback year as shown on the corporation’s

original or amended return or as adjusted by the IRS.

Use columns (a) and (b), (c) and (d), or (e) and (f) to enter

amounts before and after carryback for each year to which

the loss is carried. Start with the earliest carryback year. Use

the remaining pairs of columns for each consecutive

preceding year until the loss is fully absorbed. Enter the

ordinal number of years the loss is being carried back and

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the date the carryback year ends in the spaces provided

above columns (a) and (b), (c) and (d), or (e) and (f).

For example, if the corporation’s loss year is the 2025

calendar year and is carrying a farming NOL back 2 years,

enter “2nd” and “12/31/23” in the spaces provided above

columns (a) and (b). After making the entries, it reads “2nd

preceding tax year ended 12/31/23.”

When completing lines 16 through 26, include any

adjustments that may have appeared on the original return.

For example, for a tax year beginning in 2025, if Form 1120,

Schedule J, line 1a, was increased by deferred tax under

section 1291, include that amount on line 16.

Line 11—Taxable Income From Tax Return

Enter in columns (b), (d), and (f), the amounts from columns

(a), (c), and (e), respectively.

Line 12—Capital Loss Carryback

Enter the capital loss carryback, but not more than capital

gain net income. A net capital loss may be carried back three

years (if not attributable to a foreign expropriation capital

loss) but the amount may be limited to prevent the loss from

increasing or producing a net operating loss. Capital gain net

income is figured without regard to the capital loss carryback

of the loss year or any later year. Attach a copy of Schedule D

(Form 1120) for the carryback year. Enter the amount of the

capital loss carryback as a positive number on line 12.

When carrying over a net capital loss to a later tax year,

reduce the amount of the net capital loss that can be used in

the later years by the amount of the net capital loss

deductions used in the earlier years. For details, see section

1212(a)(1).

Line 14—NOL Deduction

For tax years beginning before January 1, 2021, the NOL

deduction is the total of the NOL carryforwards to such year

plus the NOL carrybacks to that year.

For tax years beginning after December 31, 2020, the

NOL deduction for the year cannot exceed the aggregate

amount of NOLs arising in tax years beginning before

January 1, 2018, carried to such year plus the lesser of:

1. The aggregate amount of NOLs arising in tax years

beginning after December 31, 2017, carried to such tax year;

or

2. 80% of the excess, if any, of taxable income

determined without any NOL deduction, section 199A

deduction, or section 250 deduction over any NOL carryover

to the tax year from tax years beginning before January 1,

2018.

An exception applies for NOLs from insurance companies

other than life insurance companies. The 80% taxable

income limit does not apply for these entities. See sections

172(b) and (f).

Unless the corporation has elected to waive the carryback

or elected to exclude section 965 years from the carryback

period, NOL carrybacks are applied to the earliest year in the

carryback period, after applying NOL carryforwards from

earlier loss years. Any unused amount is carried to the next

tax year in the carryback period. Any amount not used during

the carryback period is carried forward. See Definitions and

Special Rules, earlier.

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Line 16—Income Tax

In columns (b), (d), and (f), enter the refigured income tax

after taking into account the carryback(s). See the

instructions for the corporate income tax return for the

applicable year for details on how to figure the income tax.

Attach a computation of the refigured tax. Take into account

section 1561 when refiguring the income tax.

Line 17—Alternative Minimum Tax

For columns (b), (d), and (f), refigure the alternative minimum

tax. Complete and attach Form 4626 for the appropriate tax

years before 2018 or after 2022.

Line 18—Base Erosion Minimum Tax

The base erosion minimum tax applies to corporations, other

than regulated investment companies (RICs), real estate

investment trusts (REITs), and S corporations, that have

average annual gross receipts for the 3 preceding tax years

of $500 million or more and that have deductions paid or

accrued to foreign related parties that are greater than 3% of

their total deductions (2% in the case of certain banks or

registered securities dealers). See section 59A, the

regulations under section 59A, and the Instructions for Form

8991 for further guidance on determining the base erosion

minimum tax amount.

Line 20—General Business Credit

In columns (b), (d), and (f), enter the total of the corrected

general business credits. Attach all applicable forms used to

redetermine the general business credit. Also, see the

instructions for line 1c.

Released general business credits. If an NOL carryback

or a net capital loss carryback eliminates or reduces a

general business credit in an earlier tax year, the released

general business credit can be carried back 1 year.

See section 39 and the Instructions for Form 3800 for

more details on general business credit carrybacks.

Line 21—Other Credits

See the corporation’s tax return for the carryback year for any

additional credits that will apply in that year. If any entry is

made on line 21, attach a statement identifying the credit(s)

claimed.

Line 25—Other Taxes

For columns (b), (d), and (f), refigure any other taxes not

mentioned above, such as recapture taxes, that will apply in

that year. If an entry is made on line 25, identify the taxes on

an attached statement.

Line 29—Overpayment of Tax Under Section

1341(b)(1)

For a tentative refund based on an overpayment of tax under

section 1341(b)(1), enter the overpayment on line 29 and

attach a computation showing the information required by

Regulations section 5.6411-1(d).

Line 30—Direct Deposit

Complete the direct deposit details for any refund shown on

line 28 and line 29. The corporation can use Form 1139 to

request a carryback, a refund under section 1341(b)(1), or

both.

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

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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 . . . . . . . . . . . . . . . .

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 send us

comments through IRS.gov/FormComments. Or you can

write to the Internal Revenue Service, Tax Forms and

Publications, 1111 Constitution Ave. NW, IR-6526,

Washington, DC 20224. Do not send the form to this

address. Instead, see Where To File, earlier, near the

beginning of the instructions.

27 hr., 44 min.

Learning about the law or the

form . . . . . . . . . . . . . . . . . . . . . . . .

4 hr., 55 min.

Preparing the form . . . . . . . . . . . .

10 hr., 14 min.

Copying, assembling, and

sending the form to the IRS . . . . . .

1 hr., 20 min.

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