Bulletin No. 2023–21

HIGHLIGHTS

OF THIS ISSUE





Bulletin No. 2023–21

May 22, 2023

These synopses are intended only as aids to the reader in

identifying the subject matter covered. They may not be

relied upon as authoritative interpretations.

ADMINISTRATIVE

Notice 2023-36, page 855.

The Department of the Treasury and the Internal Revenue Service invite the public to submit recommendations for items to

be included on the 2023-2024 Priority Guidance Plan.

EXEMPT ORGANIZATIONS

Announcement 2023-15, page 856.

Revocation of IRC 501(c)(3) Organizations for failure to meet

the code section requirements. Contributions made to the

Finding Lists begin on page ii.

organizations by individual donors are no longer deductible

under IRC 170(c).

ADMINISTRATIVE

REG-124064-19, page 857.

Section 367(d) imposes deemed income inclusions on a

United States person who transfers intangible property to a

related foreign corporation in certain transactions. These proposed regulations, in certain cases, would terminate a United

States person’s deemed income inclusions from a previous

transfer of intangible property when the intangible property

is subsequently repatriated to certain United States persons.

The IRS Mission

Provide America’s taxpayers top-quality service by helping

them understand and meet their tax responsibilities and

enforce the law with integrity and fairness to all.

Introduction

The Internal Revenue Bulletin is the authoritative instrument

of the Commissioner of Internal Revenue for announcing official rulings and procedures of the Internal Revenue Service

and for publishing Treasury Decisions, Executive Orders, Tax

Conventions, legislation, court decisions, and other items of

general interest. It is published weekly.

It is the policy of the Service to publish in the Bulletin all

substantive rulings necessary to promote a uniform application of the tax laws, including all rulings that supersede,

revoke, modify, or amend any of those previously published

in the Bulletin. All published rulings apply retroactively unless

otherwise indicated. Procedures relating solely to matters

of internal management are not published; however, statements of internal practices and procedures that affect the

rights and duties of taxpayers are published.

Revenue rulings represent the conclusions of the Service

on the application of the law to the pivotal facts stated in

the revenue ruling. In those based on positions taken in rulings to taxpayers or technical advice to Service field offices,

identifying details and information of a confidential nature are

deleted to prevent unwarranted invasions of privacy and to

comply with statutory requirements.

Rulings and procedures reported in the Bulletin do not have the

force and effect of Treasury Department Regulations, but they

may be used as precedents. Unpublished rulings will not be

relied on, used, or cited as precedents by Service personnel in

the disposition of other cases. In applying published rulings and

procedures, the effect of subsequent legislation, regulations,

court decisions, rulings, and procedures must be considered,

and Service personnel and others concerned are cautioned

against reaching the same conclusions in other cases unless

the facts and circumstances are substantially the same.

The Bulletin is divided into four parts as follows:

Part I.—1986 Code.

This part includes rulings and decisions based on provisions

of the Internal Revenue Code of 1986.

Part II.—Treaties and Tax Legislation.

This part is divided into two subparts as follows: Subpart A,

Tax Conventions and Other Related Items, and Subpart B,

Legislation and Related Committee Reports.

Part III.—Administrative, Procedural, and Miscellaneous.

To the extent practicable, pertinent cross references to these

subjects are contained in the other Parts and Subparts. Also

included in this part are Bank Secrecy Act Administrative

Rulings. Bank Secrecy Act Administrative Rulings are issued

by the Department of the Treasury’s Office of the Assistant

Secretary (Enforcement).

Part IV.—Items of General Interest.

This part includes notices of proposed rulemakings, disbarment and suspension lists, and announcements.

The last Bulletin for each month includes a cumulative index

for the matters published during the preceding months. These

monthly indexes are cumulated on a semiannual basis, and are

published in the last Bulletin of each semiannual period.

The contents of this publication are not copyrighted and may be reprinted freely. A citation of the Internal Revenue Bulletin as the source would be appropriate.

May 22, 2023 

Bulletin No. 2023–21

Part III

Public Recommendations

Invited on Items to be

Included on the 2023-2024

Priority Guidance Plan

Notice 2023-36

The Department of the Treasury

(Treasury Department) and the Internal

Revenue Service (IRS) invite the public to

submit recommendations for items to be

included on the 2023-2024 Priority Guidance Plan.

The Treasury Department’s Office of

Tax Policy and the IRS use the Priority

Guidance Plan each year to identify and

prioritize the tax issues that should be

addressed through regulations, revenue

rulings, revenue procedures, notices, and

other published administrative guidance.

The 2023-2024 Priority Guidance Plan

will identify guidance projects that the

Treasury Department and the IRS intend

to actively work on as priorities during the

period from July 1, 2023, through June 30,

2024.

The Treasury Department and the IRS

recognize the importance of public input

in formulating a Priority Guidance Plan

that focuses resources on guidance items

that are most important to taxpayers and

tax administration. Published guidance

plays an important role in increasing

voluntary compliance by helping to clarify ambiguous areas of the tax law. The

published guidance process is most successful if the Treasury Department and

the IRS have the benefit of the experience and knowledge of taxpayers and

practitioners who must apply the rules

implementing the tax laws.

This solicitation reflects an emphasis

on taxpayer engagement with the Treasury Department and the IRS through a

variety of channels, consistent with the

directive of the Taxpayer First Act, Pub.

L. 116-25, 133 Stat. 981.

Bulletin No. 2023–21

In reviewing recommendations and

selecting additional projects for inclusion

on the 2023-2024 Priority Guidance Plan,

the Treasury Department and the IRS will

consider the following:

1. Whether the recommended guidance

resolves significant issues relevant to

a broad class of taxpayers;

2. Whether the recommended guidance

reduces controversy and lessens the

burden on taxpayers or the IRS;

3. Whether the recommended guidance

relates to recently enacted legislation,

such as the Inflation Reduction Act of

2022, Pub. L. No. 117-169 (August

16, 2022);

4. Whether

the

recommendation

involves existing regulations or other

guidance that is outdated, unnecessary, ineffective, insufficient, or

unnecessarily burdensome and that

should be modified, streamlined,

expanded, replaced, or withdrawn;

5. Whether the recommended guidance

promotes sound tax administration;

6. Whether the IRS can administer the

recommended guidance on a uniform

basis; and

7. Whether the recommended guidance

can be drafted in a manner that will

enable taxpayers to easily understand

and apply the guidance.

Please submit recommendations for

guidance by Friday, June 9, 2023, for

possible inclusion on the original 20232024 Priority Guidance Plan. Taxpayers

may, however, submit recommendations

for guidance at any time during the

year. The Treasury Department and the

IRS will update the 2023-2024 Priority Guidance Plan periodically to reflect

additional guidance that the Treasury

Department and the IRS intend to publish

or have published during the plan year.

The periodic updates allow the Treasury

Department and the IRS to respond in a

timely manner to the need for additional

guidance that may arise during the plan

year.

855

Taxpayers are not required to submit

recommendations for guidance in any particular format. Taxpayers should, however,

briefly describe the recommended guidance

and explain the need for the guidance. In

addition, taxpayers may include an analysis of how the issue should be resolved. For

recommendations to modify, streamline,

or withdraw existing regulations or other

guidance, taxpayers should explain how the

changes would reduce taxpayer cost and/or

burden or benefit tax administration. It would

be helpful if taxpayers suggesting more than

one guidance project prioritize the projects

by order of importance. If a large number

of projects are being suggested, it would

be helpful if the projects were grouped by

subject matter and then in terms of high,

medium, or low priority. Requests for guidance in the form of petitions for rulemaking

will be considered with other recommendations for guidance in accordance with the

considerations described in this notice.

Taxpayers are strongly encouraged to

submit recommendations for guidance

electronically via the Federal eRulemaking Portal at www.regulations.gov (type

IRS-2023-0022 in the search field on the

regulations.gov homepage to find this

notice and submit recommendations).

Taxpayers submitting recommendations

by mail should send them to:

Internal Revenue Service

Attn: CC:PA:LPD:PR (Notice

2023-36) Room 5203

P.O. Box 7604

Ben Franklin Station

Washington, D.C. 20044

All recommendations for guidance

submitted by the public in response to this

notice will be available for public inspection and copying in their entirety. For

further information regarding this notice,

contact Emily M. Lesniak of the Office of

the Associate Chief Counsel (Procedure

and Administration) at (202) 317-5409

(not a toll-free number).

May 22, 2023

Part IV

Deletions From Cumulative

List of Organizations,

Contributions to Which are

Deductible Under Section

170 of the Code

Announcement 2023-15

The Internal Revenue Service has

revoked its determination that the organization listed below qualifies as an

organization described in sections 501(c)

(3) and 170(c)(2) of the Internal Revenue

Code of 1986.

Generally, the IRS will not disallow

deductions for contributions made to a

listed organization on or before the date

of announcement in the Internal Revenue

Bulletin that an organization no longer

qualifies. However, the IRS is not precluded from disallowing a deduction for

any contributions made after an organization ceases to qualify under section 170(c)

(2) if the organization has not timely filed

a suit for declaratory judgment under section 7428 and if the contributor (1) had

knowledge of the revocation of the ruling

or determination letter, (2) was aware that

such revocation was imminent, or (3) was

in part responsible for or was aware of the

activities or omissions of the organization

that brought about this revocation.

If on the other hand a suit for declaratory judgment has been timely filed,

contributions from individuals and organizations described in section 170(c)(2)

that are otherwise allowable will continue

to be deductible. Protection under section

7428(c) would begin on 04/27/2023 and

would end on the date the court first determines the organization is not described

in section 170(c)(2) as more particularly

set for in section 7428(c)(1). For individual contributors, the maximum deduction

protected is $1,000, with a husband and

wife treated as one contributor. This benefit is not extended to any individual, in

whole or in part, for the acts or omissions

of the organization that were the basis for

revocation.

The Following organization is no longer qualified as an organization exempt

from income tax under Internal Revenue

Code (the “Code”) Section 501(a) as an

organization described in Section 501(c)

(3) of the Code:

NAME OF ORGANIZATION

EFFECTIVE DATE OF REVOCATION

Family Office Foundation

01/01/2017

May 22, 2023

856

LOCATION

Costa Mesa, CA

Bulletin No. 2023–21

Notice of Proposed

Rulemaking

Section 367(d) Rules for

Certain Repatriations of

Intangible Property

REG-124064-19

AGENCY: Internal Revenue Service

(IRS), Treasury.

ACTION: Notice of proposed rulemaking.

SUMMARY: This document contains

proposed regulations that, in certain cases,

would terminate the continued application

of certain tax provisions arising from a

previous transfer of intangible property to

a foreign corporation when the intangible

property is repatriated to certain United

States persons. The proposed regulations

would affect certain United States persons that previously transferred intangible

property to a foreign corporation.

DATES: Written or electronic comments

and requests for a public hearing must be

received by July 3, 2023. Requests for a

public hearing must be submitted as prescribed in the “Comments and Requests

for a Public Hearing” section.

ADDRESSES: Commenters are strongly

encouraged to submit public comments

electronically. Submit electronic submissions via the Federal eRulemaking Portal

at https://www.regulations.gov (indicate

IRS and REG-124064-19) by following

the online instructions for submitting

comments. Once submitted to the Federal

eRulemaking Portal, comments cannot

be edited or withdrawn. The Department

of the Treasury (the “Treasury Department”) and the IRS will publish for public

availability any comments submitted electronically or on paper to its public docket.

Send paper submissions to: CC:PA:LPD:PR (REG-124064-19), room 5203,

Internal Revenue Service, PO Box 7604,

Ben Franklin Station, Washington, D.C.

20044.

FOR FURTHER INFORMATION

CONTACT: Concerning the proposed

regulations other than §1.904-4, Chadwick Rowland and L. Ulysses Chatman,

(202) 317-6937; concerning §1.904-4,

Jeffrey L. Parry, (202) 317-6936; concerning submissions of comments and requests

for a public hearing, Vivian Hayes at (202)

317-6901 (not toll-free numbers) or by

sending an email to publichearings@irs.

gov (preferred).

SUPPLEMENTARY INFORMATION:

Background

I. Sections 367(d) and 6038B

A. Statute

Section 367(d) of the Internal Revenue

Code (the “Code”) provides rules for outbound transfers of intangible property (as

defined in section 367(d)(4)) by a United

States person (a “U.S. person”) to a foreign

corporation.1 Section 367(d)(1) provides

that, except as provided in regulations, if

a U.S. person (a “U.S. transferor”) transfers any intangible property to a foreign

corporation (the “transferee foreign corporation”) in an exchange described in

section 351 or 361, section 367(d) (and

not section 367(a)) applies to the transfer.

Section 367(d)(2)(A) provides that a U.S.

transferor that transfers intangible property subject to section 367(d) is treated

as having sold the intangible property in

exchange for payments that are contingent

upon the productivity, use, or disposition

of the intangible property.

Specifically, the U.S. transferor is

treated as receiving amounts that reasonably reflect the amounts that would have

been received annually in the form of such

payments over the useful life of the intangible property (an “annual inclusion”), or,

in the case of a direct or indirect disposition of the intangible property following

the transfer, at the time of the disposition

(a “lump-sum inclusion,” and each inclu-

sion, a “section 367(d) inclusion”). See

section 367(d)(2)(A)(ii)(I) and (II). The

amounts taken into account by the U.S.

transferor must be commensurate with

the income attributable to the transferred

intangible property. See section 367(d)(2)

(A) (flush language). Section 367(d)(2)(B)

provides that, for purposes of chapter 1 of

subtitle A of the Code, the earnings and

profits (“E&P”) of the transferee foreign

corporation are reduced by the amount

required to be included in the income of

the U.S. transferor as a section 367(d)

inclusion.

Section 6038B(a)(1)(A) grants the

Secretary regulatory authority to require

information reporting related to certain

outbound transfers of property by a U.S.

person to a foreign corporation, including rules related to outbound transfers

of intangible property. Section 6038B(c)

generally provides rules for failures to

furnish the required information.

B. Legislative history

Congress enacted section 367(d) in

substantially its present form to address

“specific and unique problems” that exist

with respect to outbound transfers of

intangible property. See S. Rep. No 169,

98th Cong., 2d Sess., at 360 (1984); H.R.

Rept. No. 432, 98th Cong., 2d Sess., at

1315 (1984). Congress generally identified the cause of such problems as follows:

[T]ransferor U.S. companies hope to

reduce their U.S. taxable income by

deducting substantial research and

experimentation expenses associated

with the development of the transferred intangible and, by transferring

the intangible to a foreign corporation

at the point of profitability, to ensure

deferral of U.S. tax on the profits generated by the intangible.

Id.

Congress also explained that, after

the initial outbound transfer of intangible property, these problems could arise

by reason of certain subsequent direct

or indirect dispositions of the intangible property. See S. Rept. No 169, 98th

Cong., 2d Sess., at 368 (1984) (“[G]ain on

For purposes of these regulations, a U.S. person is defined in §1.367(a)-1(d)(1), which defines a U.S. person, in part, by reference to persons described in section 7701(a)(30). Section

7701(a)(30) defines a U.S. person as a citizen or resident of the United States, a domestic partnership, a domestic corporation, and certain estates and trusts.

1

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857

May 22, 2023

a disposition of stock in a [transferee foreign corporation] will be treated as being

attributable, in part, to the transferred

intangible . . . ; similarly, upon a disposition of the intangible by the [transferee

foreign corporation], the U.S. transferor

will be treated as receiving a payment

[with respect to that intangible]”).

C. Regulations

1. In general

Temporary regulations were published

under sections 367(d) and 6038B(a)(1)

(A) on May 16, 1986 (51 FR 17936).

Proposed regulations were also published

under these sections on September 16,

2015 (80 FR 55568), and the related final

regulations were published on December

16, 2016 (81 FR 91012) (these final regulations and the temporary regulations,

together, the “section 367(d) regulations”).

Consistent with section 367(d) and

its legislative history, the section 367(d)

regulations provide rules for determining

a U.S. transferor’s section 367(d) inclusion and a transferee foreign corporation’s

required adjustments for its deemed payment to the U.S. transferor. In general,

the U.S. transferor takes into account an

annual inclusion over the useful life of

the intangible property, as determined in

accordance with the provisions of section 482 and regulations thereunder. See

§1.367(d)-1T(c)(1). For this purpose,

the useful life is the entire period during

which exploitation of the intangible property is reasonably anticipated to affect the

determination of taxable income, as of the

time of transfer. See §1.367(d)-1(c)(3)(i).

Additionally, for purposes of chapter

1 of subtitle A of the Code, the transferee

foreign corporation reduces its E&P by the

amount of the deemed payment to the U.S.

transferor, and, for purposes of subpart F

of part III of subchapter N of chapter 1

(“subpart F”), the transferee foreign corporation may treat the deemed payment

as, in relevant part, an expense properly

allocated and apportioned to gross income

subject to subpart F in accordance with the

provisions of §§1.954-1(c) and 1.861-8.

See §1.367(d)-1T(c)(2); see also §1.951A2(c)(2)(ii) (providing similar treatment for

purposes of determining tested income or

tested loss of a controlled foreign corporation (as defined in section 957, a “CFC”)).

2. Subsequent transfer rules

If the U.S. transferor subsequently

transfers the stock of the transferee foreign corporation it received in exchange

for the intangible property, or if the

transferee foreign corporation subsequently transfers the intangible property

it received in exchange for its stock, the

section 367(d) regulations provide different rules based on whether the transferee

in the subsequent transfer is a U.S. person or a foreign person and whether the

transferee is a related person or an unrelated person as to the U.S. transferor.

See §1.367(d)-1T(d), (e), and (f); see

also Notice 2012-39, 2012-31 I.R.B. 95

(describing regulations that would apply

in lieu of §1.367(d)-1T(c), (d), (e), and

(g) with respect to certain outbound transfers of intangible property by a domestic

corporation to a foreign corporation in an

exchange described in section 361(a) or

(b)). These subsequent transfer rules treat

certain subsequent transfers of the stock

of the transferee foreign corporation or

the intangible property as a disposition of

the intangible property (within the meaning of section 367(d)(2)(A)(ii)(II)) that

can accelerate a section 367(d) inclusion,

and corresponding adjustments, by reason

of the deemed payment. See, for example,

§1.367(d)-1T(d).

If the U.S. transferor subsequently

transfers stock of the transferee foreign

corporation to a related U.S. person (a

“successor U.S. transferor”), the transfer

is not treated as a disposition of the intangible property, and the successor U.S.

transferor is treated as receiving a right

to receive a proportionate share (determined under §1.367(d)-1T(e)(4)) of the

annual inclusion that would otherwise

be taken into account by the U.S. transferor under §1.367(d)-1T(c). Therefore,

the successor U.S. transferor is required

to take into account that proportionate

share of the annual section 367(d) inclusion over the remaining useful life of the

intangible property, and the transferee

foreign corporation takes into account

any adjustments from the successor U.S.

transferor’s annual section 367(d) inclusion. See §1.367(d)-1T(e)(1) and (2). If

the U.S. transferor transfers a portion of

the stock of the transferee foreign corporation to one or more successor U.S.

transferors and retains a portion of the

stock of the transferee foreign corporation, the U.S. transferor continues to take

into account the portion of the annual section 367(d) inclusion that is not taken into

account by a successor U.S. transferor.2

See §1.367(d)-1T(c)(1).

Alternatively, if a U.S. transferor subsequently transfers stock of the transferee

foreign corporation to an unrelated person

(U.S. or foreign), the transfer is treated

as an indirect disposition of the transferred intangible property that triggers a

lump-sum section 367(d) inclusion. As a

result, the U.S. transferor recognizes gain

immediately (determined based on the fair

market value of the intangible property

at the time of the indirect disposition and

the U.S. transferor’s adjusted basis in the

intangible property at the time of the initial section 367(d) transfer), as if the U.S.

transferor had sold the intangible property

to the unrelated person, and the transferee

foreign corporation makes corresponding adjustments. See §1.367(d)-1T(d);

see also §1.367(d)-1T(e)(1)(iii) and (e)

(2) (providing pro rata rules for cases in

which there is a subsequent transfer of

stock of the transferee foreign corporation

to both an unrelated person(s) and a successor U.S. transferor(s)).

If the transferee foreign corporation

subsequently transfers the intangible property to a related person, notwithstanding

that such subsequent transfer is a direct

disposition of the intangible property, the

section 367(d) regulations do not trigger a

lump-sum inclusion but rather provide that

“the requirement that the U.S. transferor

recognize gain under [§1.367(d)-1T(c)

(1) or (e)(1)] shall not be affected” by

such transfer. See §1.367(d)-1T(f)(3). The

regulation does not distinguish between a

The section 367(d) regulations apply separately as to each U.S. person treated as a U.S. transferor. Any reference to a “U.S. transferor” in the remainder of this Preamble includes a reference to a “successor U.S. transferor” unless otherwise noted.

2

May 22, 2023

858

Bulletin No. 2023–21

related U.S. or foreign person and provides

further that “for purposes of any required

adjustments, and of any accounts receivable created under [§1.367(d)-1T(g)] the

related person that receives the intangible

property shall be treated as the transferee

foreign corporation.” See §1.367(d)-1T(f)

(3).

Conversely, if the transferee foreign

corporation subsequently transfers the

intangible property to an unrelated person (U.S. or foreign), the U.S. transferor

recognizes gain immediately (in the form

of a lump-sum inclusion determined using

the U.S. transferor’s former adjusted

basis in the intangible property immediately before the transfer to the transferee

foreign corporation and a partial annual

inclusion), and the transferee foreign

corporation makes corresponding adjustments. See §1.367(d)-1T(f)(1) and (2).

As described in the preceding

paragraphs of this part I.C.2 of the Background, the consequences of a direct or

indirect transfer of the intangible property

following an initial outbound transfer of

that property depend, in relevant part, on

whether the transferee in the subsequent

transfer is a related or unrelated person.

In determining relatedness, the section

367(d) regulations lower certain thresholds that normally apply in determining

whether persons are related, to preserve

the application of section 367(d) for

cases in which a U.S. transferor retains

a sufficient nexus to the intangible property after the subsequent transfer. See

§1.367(d)-1T(h)(2). Thus, the section

367(d) regulations generally preserve

the application of the annual inclusion

stream upon a subsequent transfer, but if

the transfer sufficiently severs the U.S.

transferor’s nexus to the intangible property, the transfer is treated as a direct

or indirect disposition of the intangible

property, as applicable, and the section

367(d) regulations provide that the U.S.

transferor has a lump-sum inclusion and

a partial annual inclusion.

II. Application of Section 367(d) to

Repatriations of Intangible Property

The Treasury Department and the IRS

are aware that some taxpayers are evaluating whether to repatriate to the United

States intangible property that was previ-

Bulletin No. 2023–21

ously transferred to a foreign corporation

in a transaction subject to section 367(d).

Because, in relevant part, the section

367(d) regulations do not distinguish

between subsequent transfers of intangible property made to a related U.S. or

foreign person, as described in part I.C.2

of this Background, there is a concern

that, in certain cases, the section 367(d)

regulations can inappropriately require

the U.S. transferor to continue recognizing an annual section 367(d) inclusion

even if the subsequent transfer is to a

related U.S. person that will recognize

the income derived from the intangible

property. Specifically, the section 367(d)

regulations do not terminate the required

annual section 367(d) inclusion even if

the intangible property is transferred to a

related U.S. person that is subject to U.S.

taxation on income earned from the intangible property. As a result, if the section

367(d) inclusion stream continues, the

income earned from the intangible property would be subject to excessive U.S.

taxation. Because the continued application of section 367(d) in these situations

could result in excessive U.S. taxation and

may disincentivize certain repatriations of

intangible property, the Treasury Department and the IRS are proposing, in certain

cases, to terminate the application of section 367(d) if the intangible property is

repatriated to certain U.S. persons that are

subject to U.S. taxation with respect to the

income derived from the intangible property. The term “repatriation” is, unless

otherwise noted, used in this Preamble to

generally denote a subsequent transfer of

the intangible property to the U.S. transferor or a U.S. person related to the U.S.

transferor.

Where the U.S. transferor is a member

of a consolidated group, and the intangible property is repatriated to another

member of the same consolidated group

(“transferee member”), some taxpayers

have asked whether the U.S. transferor’s

annual inclusions could be redetermined

to be excluded from gross income under

§1.1502-13(c)(6)(ii)(A) (the “Automatic

Relief Rule”). For that to occur, the transferee member’s corresponding item must

be a deduction or loss that is “permanently

and explicitly disallowed” under another

provision of the Code or regulations. See

§1.1502-13(c)(6)(ii)(A). However, the

859

U.S. transferor’s annual inclusions may

not be excluded under the Automatic

Relief Rule, because §1.367(d)-1T(c)(2)

does not explicitly disallow the transferee

member’s deduction for its expense tied

to its deemed payment. Rather, in appropriate factual situations, the IRS has ruled

that the U.S. transferor’s annual inclusions may be excluded from income under

the Commissioner’s discretionary rule of

§1.1502-13(c)(6)(ii)(D).

To address repatriations of intangible property more generally, and not just

those where the related U.S. person is a

member of the same consolidated group

as the U.S. transferor (and to avoid the

need to obtain a ruling in such a case),

these proposed regulations provide rules

that more broadly apply section 367(d)

to the repatriation of intangible property,

including the circumstances in which the

application of section 367(d) is terminated

(these rules, collectively, the “section

367(d) repatriation rules”).

III. Section 904(d) Foreign Branch

Income

Section 904 provides for the application of separate foreign tax credit

limitations to certain categories of income

under section 904(d). One of those categories is the separate category for foreign

branch income under section 904(d)(1)

(B). Section 1.904-4(f)(1)(i) provides that

foreign branch category income means the

gross income of a United States person (as

defined in section 7701(a)(30), other than

a pass-through entity) that is attributable

to foreign branches (as defined in §1.9044(f)(3)(vii)) held directly or indirectly

through disregarded entities by the United

States person.

In general, §1.904-4(f)(2)(vi)(A)

adjusts the attribution of gross income

when disregarded payments are made

between a foreign branch and a foreign branch owner, or between foreign

branches. Disregarded remittances or

contributions, however, do not result in

the reattribution of gross income. Accordingly, when a disregarded transaction

with a foreign branch may be structured

as either a remittance or contribution, on

the one hand, or as a sale, exchange, or

license, on the other hand, the amount of

gross income attributed to a foreign branch

May 22, 2023

could be manipulated. This concern is

heightened when the property in question

is highly mobile and highly valuable, as is

generally true of intangible property (and

less frequently true of tangible property).

To address these concerns §1.9044(f)(2)(vi)(D) provides that the amount

of gross income attributable to a foreign

branch (and the amount of gross income

attributable to its foreign branch owner)

that is not passive category income must

be adjusted to reflect all transactions that

are disregarded for U.S. tax purposes

in which property described in section

367(d)(4) is transferred to or from a foreign branch or between foreign branches,

whether or not a disregarded payment is

made in connection with the transfer. In

determining the amount of gross income

that is attributable to a foreign branch that

must be adjusted, the principles of sections

367(d) and 482 apply. For example, if a

foreign branch owner transfers property

described in section 367(d)(4) to a foreign

branch, the principles of section 367(d)

are applied by treating the foreign branch

as a separate foreign corporation to which

the property is transferred in exchange for

stock of the corporation in a transaction

described in section 351. Similarly, if a

foreign branch remits property described

in section 367(d)(4) to its foreign branch

owner, the foreign branch is treated as

having sold the transferred property to

the foreign branch owner in exchange

for annual payments contingent on the

productivity or use of the property, the

amounts of which are determined under

the principles of sections 367(d) and 482.

Explanation of Provisions

I. Section 367(d) Repatriation Rules

A. In general

As described in part II of the Background of this Preamble, §1.367(d)-1T(f)

(3) provides that a subsequent disposition

of intangible property by the transferee

foreign corporation to a related person

does not affect a U.S. transferor’s annual

inclusion under §1.367(d)-1T(c) or (e).

This provision further provides that the

related person that receives the intangible

property is treated as the new transferee

foreign corporation for purposes of any

May 22, 2023

required adjustments and any accounts

receivable created under §1.367(d)-1T(g).

Accordingly, the section 367(d) regulations require the U.S. transferor to

recognize annual inclusions even if the

income earned from the intangible property is subject to current U.S. taxation

in the hands of the U.S. person holding

the intangible property. In addition, the

deemed (substituted) transferee foreign

corporation is not allowed a deduction that

could reduce taxable income, even though

that deemed transferee foreign corporation is the U.S. transferor or a related U.S.

person.

Continuing to apply section 367(d) in

such cases could give rise to excessive

U.S. taxation and disincentivize taxpayers

from repatriating that property. To address

these concerns, proposed §1.367(d)-1(f)

(4) generally terminates the application

of section 367(d) if the transferee foreign corporation repatriates the intangible

property to a “qualified domestic person”

and certain reporting requirements are satisfied. See proposed §1.367(d)-1(f)(4)(i).

See part I.C of this Explanation of Provisions for a discussion of the definition of

a qualified domestic person and part III of

this Explanation of Provisions for a discussion of the reporting requirements.

B. Consequences of repatriating

intangible property

1. In General

As noted in part I.A of this Explanation

of Provisions, the proposed regulations

terminate the continued application of

section 367(d) when a transferee foreign

corporation repatriates intangible property

to a qualified domestic person and the U.S.

transferor provides the relevant information described in proposed §1.6038B-1(d)

(2) and, when those requirements are met,

the proposed regulations require the U.S.

transferor to include in gross income a

partial annual inclusion attributable to the

part of its taxable year that the transferee

foreign corporation held the intangible

property, after which the intangible property is no longer subject to section 367(d)

(thus, for example, the annual inclusion stream terminates). See proposed

§1.367(d)-1(f)(4)(i). The proposed regulations also require the U.S. transferor

860

to recognize gain (which amount may

be zero in certain cases) as a result of the

repatriation. See Id. Additionally, the proposed regulations provide a special rule

(discussed in part I.D of this Explanation

of Provisions) to determine the qualified

domestic person’s basis in the repatriated

intangible property. The transferee foreign

corporation, on the other hand, makes the

required adjustments currently described

in §1.367(d)-1T(c)(2), with minor clarifications, for cases in which the section

367(d) repatriation rules apply (that is, the

adjustments with respect to the U.S. transferor’s partial annual inclusion for the year

of the repatriation). See part I.E of this

Explanation of Provisions for a discussion

of the modifications made with respect to

the required adjustments described in current §1.367(d)-1T(c)(2)(ii) and (e)(2)(ii).

The manner in which the repatriation

occurs will determine whether the U.S.

transferor must recognize gain in connection with the repatriation transaction, with

corresponding adjustments being made as

to the transferee foreign corporation. For

example, the U.S. transferor would not

recognize gain in the case of a repatriation

occurring by reason of a nonrecognition

transaction pursuant to which no gain

or loss is recognized as to the transferee

foreign corporation. See part I.B.2 of this

Explanation of Provisions for a discussion

of the rules that apply based on the form

of the transaction by which the intangible property is repatriated. The proposed

regulations, therefore, address the tax consequences under section 367(d) as to the

intangible property, but do not otherwise

alter the tax treatment of the transaction by which the intangible property is

repatriated.

2. Gain Recognition as to the U.S.

Transferor

Consistent with section 367(d)(2)(A)

(ii)(II), proposed §1.367(d)-1(f)(4)(i)(A)

(the “gain recognition rule”) requires the

U.S. transferor to recognize gain equal

to the amount described in proposed

§1.367(d)-1(f)(4)(ii). The gain recognition rule, in conjunction with the rules

described in parts I.B.3 (Required adjustments for certain gain recognized) and

I.D (Qualified domestic person’s adjusted

basis in repatriated intangible property) of

Bulletin No. 2023–21

this Explanation of Provisions, generally

ensures that a qualified domestic person

does not receive a tax-free increase to the

adjusted basis in the repatriated intangible

property.

Thus, as noted in part I.B.1 of this

Explanation of Provisions, whether the

U.S. transferor recognizes gain under the

gain recognition rule depends on the form

of the repatriation transaction. Specifically, the gain recognition rule focuses on

whether the intangible property is transferred basis property (as defined in section

7701(a)(43)) by reason of the repatriation, without regard to the application of

section 367(d) and the section 367(d) regulations. See proposed §1.367(d)-1(f)(4)

(ii). The proposed regulations incorporate

the definition of transferred basis property for this purpose, as opposed to other

approaches for distinguishing the form of

the repatriation transaction, to ensure the

appropriate application of these proposed

rules in all circumstances.3

If the intangible property is transferred

basis property as described in the preceding paragraph, the amount of gain the

U.S. transferor will recognize pursuant

to the gain recognition rule is the amount

of gain the transferee foreign corporation

would recognize, if any, upon the repatriation under general subchapter C rules if

its adjusted basis in the intangible property were equal to the U.S. transferor’s

former adjusted basis in the property. See

proposed §1.367(d)-1(f)(4)(ii)(A). This

amount may be zero in the case of certain

repatriations, for example, a repatriation

by a transferee foreign corporation of

intangible property to the U.S. transferor

in a complete liquidation described in

sections 332 and 337, in which case the

U.S. transferor will not recognize any gain

under the gain recognition rule. Alternatively, if, for example, the repatriation

occurs in an exchange described in section 351(b) in which the transferee in the

exchange is a qualified domestic person

(as defined in proposed §1.367(d)-1(f)

(4)(iii)), the amount of gain determined

under this rule may be greater than zero,

even though the intangible property is

transferred basis property, because the

amount of gain is determined by reference

to the gain the transferee foreign corporation would recognize upon the transaction

if the adjusted basis in the intangible

property were equal to the U.S. transferor’s former adjusted basis in the intangible

property.

If the intangible property is not transferred basis property by reason of the

repatriation, the amount of gain a U.S.

transferor will recognize pursuant to the

gain recognition rule is the excess, if any,

of the fair market value of the intangible

property on the date of the repatriation

over the U.S. transferor’s former adjusted

basis in the property. See proposed

§1.367(d)-1(f)(2)(ii)(B). For example, if

the transferee foreign corporation repatriates the intangible property to the U.S.

transferor in a distribution described in

section 311, the intangible property is

not transferred basis property, and therefore the rule described in this paragraph

applies to determine the amount of gain

recognized by the U.S. transferor under

the gain recognition rule.

3. Required Adjustments Related to

Certain Gain Recognized

Current §1.367(d)-1T(f)(2)(i) provides

that a transferee foreign corporation’s

E&P are reduced, in relevant part, by

the amount of gain recognized by a U.S.

transferor under §1.367(d)-1T(f)(1).

Because a U.S. transferor recognizes gain

in these cases in the form of a lump-sum

inclusion, the corresponding adjustment

to the transferee foreign corporation’s

E&P is generally intended to reduce the

E&P that arises for the transferee foreign

corporation by reason of the disposition

(and, in so doing, the adjustment prevents

potential excessive E&P arising from

that disposition). To achieve this goal,

§1.367(d)-1T(f)(2) necessarily implies a

preceding increase to the transferee foreign corporation’s E&P by reason of the

disposition that is then offset by the corresponding reduction. For example, consider

a case in which a U.S. transferor contributed intangible property with an adjusted

basis of $0 to a wholly owned transferee foreign corporation in an exchange

described in section 351(a) that was sub-

ject to section 367(d). In a later year, the

transferee foreign corporation disposes

of the intangible property to an unrelated

person when the fair market value of

the intangible property is $100x, which

causes the U.S. transferor to recognize

$100x of gain under §1.367(d)-1T(f)(1);

also, assume the transferee foreign corporation has $50x of other E&P unrelated

to the subsequent disposition of the intangible property. Section 1.367(d)-1T(f)

(2) does not simply reduce the transferee

foreign corporation’s E&P by $100x, but

rather the corresponding reduction would

offset the $100x of E&P that arises as to

the transferee foreign corporation by reason of the disposition, thereby preventing

potential excessive E&P and leaving the

transferee foreign corporation’s other

E&P unaffected.

Similarly, and in order to prevent

excessive E&P and gross income as to the

transferee foreign corporation because of

the gain recognition rule or §1.367(d)-1T(f)

(1), proposed §1.367(d)-1(f)(2)(i) provides certain adjustments to the transferee

foreign corporation’s E&P and gross

income that arise by reason of any gain

the U.S. transferor recognizes under the

gain recognition rule or §1.367(d)-1T(f)

(1). Specifically, for purposes of chapter

1 of the Code – that is, chapter 1 (relating

to normal taxes and surtaxes) of subtitle

A (relating to income taxes) of the Code

— the transferee foreign corporation

reduces (but not below zero) the portion

of its E&P and gross income arising from

the transaction to take into account the

gain recognized by the U.S. transferor.

See proposed §1.367(d)-1(f)(2)(i). And,

as provided currently under the section

367(d) regulations, any gain so recognized

can be received by the U.S. transferor

without further U.S. tax consequences

pursuant to the account receivable mechanism provided in §1.367(d)-1T(g)(1). See

proposed §1.367(d)-1(f)(2)(ii).

Because

section

367(d)

effectively shifts certain gain a transferee

foreign corporation would recognize as

to intangible property directly to a U.S.

transferor under the gain recognition

rule or §1.367(d)-1T(f)(1) (as applicable), these rules are intended to provide

For example, if the form of the repatriation transaction were distinguished by reference to whether the repatriation occurred pursuant to a nonrecognition transaction (as described in section

7701(a)(45)), uncertainty could arise in certain cases, such as repatriations that occur pursuant to exchanges involving boot (such as cash). This uncertainty would impact the proposed rules

for determining a qualified domestic person’s adjusted basis in the repatriated intangible property, which relies on the form of the repatriation as described in this paragraph.

3

Bulletin No. 2023–21

861

May 22, 2023

appropriate reductions to offset, as to the

transferee foreign corporation, the impact

of a U.S. transferor’s recognition of gain

under section 367(d). In most cases, the

proper reduction described in proposed

§1.367(d)-1(f)(2)(i) will equal the amount

of gain recognized by the U.S. transferor

under the provisions described in the preceding sentence. But the proper reduction

may diverge from the amount of gain recognized by the U.S. transferor in certain

cases, depending on the position taken

with respect to the transferee foreign corporation’s basis in the intangible property

during the time the intangible property is

subject to section 367(d). See part I.D of

this Explanation of Provisions for additional discussion of this issue.

4. Special Rule for Related Transactions

Proposed §1.367(d)-1(f)(4)(v) provides

a special rule that applies if the intangible property is transferred in two or more

related transactions. If this special rule

applies, whether and how the proposed

regulations apply depends on the ultimate

recipient of the intangible property. See

proposed §1.367(d)-1(f)(6)(ii)(D) and (E)

(Examples 4 and 5) for illustrations of this

rule.

C. Qualified domestic person

Proposed §1.367(d)-1(f)(4)(iii) defines

a qualified domestic person for purposes of the proposed regulations. First,

a qualified domestic person includes

the U.S. transferor that initially transferred the intangible property subject to

section 367(d) that is repatriated (an “initial U.S. transferor”) and a U.S. person

treated as the U.S. transferor pursuant to

§1.367(d)1T(e)(1) as applied with certain

limitations (a “qualified successor”). See

proposed §1.367(d)-1(f)(4)(iii)(A) and

(B). Specifically, these limitations require

that a qualified successor must be either

an individual or a corporation other than

a corporation exempt from tax under

section 501(a), a regulated investment

company (as defined in section 851(a)), a

real estate investment trust (as defined in

section 856(a)), a domestic international

sales corporation (DISC) (as defined in

section 992(a)(1)), or an S corporation (as

defined in section 1361(a)) (a domestic

May 22, 2023

corporation meeting these requirements, a

“qualified corporation”). Second, a qualified domestic person also includes a U.S.

person that is an individual or a qualified

corporation related to the U.S. transferor

within the meaning of §1.367(d)-1T(h).

See proposed §1.367(d)-1(f)(4)(iii)(C)

and (D).

The proposed regulations define a

qualified domestic person in this manner

based on the principle that it is generally

appropriate to terminate the continued

application of section 367(d) only when

all the income produced by the intangible

property, as well as gain recognized on

a disposition of the intangible property,

will be subject to current tax in the United

States as to the qualified domestic person

while that person holds the property. It

is also appropriate to terminate the continued application of section 367(d) for

a repatriation to an initial U.S. transferor

because such a transfer merely restores

the circumstances that existed at the time

of the original outbound transfer subject

to section 367(d).

A qualified domestic person, as noted

above, also includes certain U.S. persons

(individuals and qualified corporations)

related to either the initial U.S. transferor

or qualified successor, as applicable. See

proposed §1.367(d)-1(f)(4)(iii)(C) and

(D). This aspect of the definition of qualified domestic person implements the same

principle described in the preceding paragraph; that is, to terminate the continued

application of section 367(d), all of the

income or gain from the intangible property must be subject to current tax in the

United States as to the qualified domestic

person after the repatriation or the repatriation must restore the circumstances

that existed at the time of the original outbound transfer subject to section 367(d).

In the case of a domestic partnership,

§1.367(d)-1T(h) defines a related person

for purposes of the section 367(d) regulations by reference to certain relationships

described in section 267 or 707(b)(1).

Thus, if a U.S. transferor owns more than

50 percent of the capital or profits interest in a domestic partnership, the U.S.

transferor and the domestic partnership

are related within the meaning of section

707(b)(1) and, therefore, the U.S. transferor and the domestic partnership are

related for purposes of §1.367(d)-1T(h),

862

even if the domestic partnership has

one or more foreign partners. The proposed regulations, however, do not treat

the domestic partnership as a qualified

domestic person. The Treasury Department and the IRS considered addressing

such cases by including rules in the proposed regulations treating a partnership

as an aggregate of its partners (an “aggregate approach”), with the analysis for

qualified domestic person status occurring under such an aggregate approach.

See, for example, §§1.367(a)-1T(c)(3)

(i) and 1.367(d)-1T(a) for similar rules

that apply to certain transfers of intangible property by a partnership to a foreign

corporation. The proposed regulations do

not adopt an aggregate approach because

that approach could allow taxpayers to

circumvent the purposes of these proposed regulations and other related

regulations following a repatriation to a

domestic partnership. This could occur

if, for example, partnership allocations

are changed after the repatriation or if

the transferee foreign corporation (or a

related foreign corporation) has liquidation rights to the intangible property

following the transfer. Additionally, in

the case of a partnership with one or

more partners that are qualified domestic persons and one or more partners that

are not, an aggregate approach would

necessitate rules to measure the extent

to which proposed §1.367(d)-1(f)(4)(i)

applies by reason of a repatriation (and,

by extension, the extent to which the

annual inclusion stream under section

367(d) should continue to apply after

the repatriation). To address this concern, the Treasury Department and the

IRS also considered including, as part of

an aggregate approach in the proposed

regulations, rules like those provided in

§§1.367(a)-3 and 1.367(a)-8 regarding

gain recognition agreements to ensure

that, to the extent the relief provided in

proposed §1.367(d)-1(f)(4)(i) applies as

to a repatriation, a corresponding amount

of income from the intangible property

would be, and would continue to be,

subject to tax in the United States. After

consideration, however, the Treasury

Department and the IRS are not proposing such an approach, because it would

be unworkable due to the compliance and

administrative burden.

Bulletin No. 2023–21

D. Qualified domestic person’s adjusted

basis in repatriated intangible property

Proposed §1.367(d)-1(f)(4)(iv) provides rules regarding a qualified domestic

person’s basis in the intangible property

it receives in a repatriation. Specifically,

the proposed regulations provide that,

in the case of repatriation pursuant to

which the intangible property qualifies

as transferred basis property, a qualified

domestic person’s adjusted basis in the

intangible property will equal, subject

to any applicable limitations that may

apply under the Code, the lesser of the

U.S. transferor’s former adjusted basis in

the intangible property or the transferee

foreign corporation’s adjusted basis in

that property (immediately before the

repatriation), increased by the greater

of the amount of gain recognized by the

U.S. transferor under the proposed regulations upon the repatriation (if any)

or the amount of gain recognized by the

transferee foreign corporation upon the

repatriation (if any). See §1.367(d)-1(f)

(4)(v)(A). The result in most cases will

track the result that would occur under

generally applicable rules, like section 334(b) or 362, while appropriately

accounting for situations in which the

gain a U.S. transferor recognizes under

the gain recognition rule differs from the

gain the transferee foreign corporation

recognizes by reason of the repatriation.

Alternatively, if the intangible property

does not qualify as transferred basis

property, a qualified domestic person’s

adjusted basis in the intangible property will equal the fair market value of

the intangible property as of the date of

the subsequent disposition. See proposed

§1.367(d)-1(f)(4)(iv)(B).

The Treasury Department and the IRS

are aware of the uncertainty regarding the

treatment of adjusted basis in intangible

property subject to section 367(d) while

section 367(d) applies, particularly when

the U.S. transferor’s former adjusted

basis is greater than zero. The proposed

regulations are intended to address basis

consequences solely when intangible

property is repatriated in a transaction that

eliminates the continued application of

section 367(d). In this manner, the effect of

proposed §1.367(d)-1(f)(4)(iv) is prospective insofar as it provides for a qualified

Bulletin No. 2023–21

domestic person’s adjusted basis in the

intangible property after the property is

no longer subject to section 367(d). Thus,

the proposed regulations do not address,

nor is any implication intended as to, the

appropriate treatment of adjusted basis

as to the transferee foreign corporation

in intangible property subject to section 367(d) while section 367(d) applies;

instead, the Treasury Department and the

IRS will address general basis rules under

section 367(d) in future rulemaking. Until

such general rules are issued, proposed

§1.367(d)-1(f)(4)(iv) would operate in

a manner intended to reach an appropriate result regarding a qualified domestic

person’s basis in repatriated intangible

property. See proposed §1.367(d)-1(f)(6)

(ii)(C) (Example 3) for an illustration of

this rule.

E. Required adjustments related to an

annual section 367(d) inclusion

As noted in part I.A of this Explanation

of Provisions, the transferee foreign corporation makes the required adjustments

currently described in §1.367(d)-1T(c)

(2) for cases in which the section 367(d)

repatriation rules apply (that is, the adjustments with respect to the U.S. transferor’s

partial annual inclusion for the year of

the repatriation). Current §1.367(d)-1T(c)

(2)(ii) provides that, as to a U.S. transferor’s annual inclusion, the transferee

foreign corporation may treat that deemed

payment as an expense (whether or not

paid) properly allocated and apportioned

against gross income subject to subpart

F, in accordance with §§1.954-1(c) and

1.861-8.

The proposed regulations provide that

the deemed payment by the transferee

foreign corporation is treated as an allowable deduction that must be allocated

and apportioned to such corporation’s

classes of gross income in accordance

with §§1.882-4(b)(1), 1.954-1(c), and

1.960-1(c) and (d) (as appropriate). See

proposed §1.367(d)-1(c)(2)(ii). Proposed

§1.367(d)-1(c)(2)(ii) thus clarifies that

the allowable deduction is allocated and

apportioned under the provisions cited

in the previous sentence potentially to

any class (or classes) of gross income (as

appropriate) rather than solely to gross

income subject to subpart F in all cir-

863

cumstances. The proposed regulations

make identical clarifications in proposed

§1.367(d)-1(e)(2)(ii) (required adjustments in the case of a subsequent transfer

of stock of the transferee foreign corporation to a successor U.S. transferor). The

proposed regulations change the reference

to “expense” in the current regulations

to “allowable deduction” for clarity; this

modification is not intended to be a substantive change.

F. Multiple U.S. transferors

As noted in part I.C of the Background

section of this Preamble, there may be

multiple U.S. transferors with respect to

the same intangible property, which may

occur, for example, if a U.S. transferor

subsequently transfers a portion of its

stock in the transferee foreign corporation

to a successor U.S. transferor. In these

cases, because the section 367(d) regulations apply separately as to each U.S.

transferor, the requirements of proposed

§1.367(d)-1(f)(4)(i) also apply separately

with respect to each U.S. transferor. That

is, to terminate the continued application

of section 367(d) with respect to a particular U.S. transferor, the recipient of the

transferred intangible property must be a

qualified domestic person with respect to

that U.S. transferor and the information

described in proposed §1.6038B-1(d)(2)

(iv) must be provided.

To illustrate, assume that a transferee

foreign corporation (“TFC”) holds intangible property that is subject to section

367(d), and TFC repatriates that intangible

property on date X. Also assume that two

domestic corporations (“US1” and “US2”)

are treated as U.S. transferors under the

section 367(d) regulations by reason of

owning stock of TFC (US1 was the original U.S. transferor and US2 is a successor

U.S. transferor by reason of its acquisition of a portion of the stock of TFC from

US1). Therefore, if the recipient of the

transferred intangible property on date X

is a qualified domestic person (for example, a related domestic corporation) with

respect to US1, but is an unrelated person

with respect to US2, the following occurs:

proposed §1.367(d)-1(f)(4)(i) would

apply with respect to US1, if the information described in proposed §1.6038B-1(d)

(2)(iv) is provided, and US2 would rec-

May 22, 2023

ognize gain under §1.367(d)-1T(f)(1) by

reason of the transaction.

G. Other modifications

The proposed regulations update the

references to section 936(h)(3)(B) that

appear in the applicable regulations

under section 367 with references to

section 367(d)(4), which was added as

part of the Consolidated Appropriations

Act in 2018. See Public Law 115-141

and §§1.367(a)-1(d)(5) and (6) and

1.367(e)-2(b)(2)(i)(B). The proposed regulations do not update all references to

section 936(h)(3)(B) that appear in regulations issued under other sections of the

Code, but such an update will be included

as part of future rulemaking.

The proposed regulations provide that

proposed §1.367(d)-1(f)(3) would not

apply as to a repatriation meeting the

requirements of proposed §1.367(d)-1(f)

(4)(i)(B); instead, proposed §1.367(d)-1(f)

(4)(i) applies, and, thereafter, the intangible property is no longer subject to

section 367(d). The language in proposed

§1.367(d)-1(f)(3) also reflects minor

editorial differences from the language

currently in §1.367(d)-1T(f)(3) that are

not intended to be substantive. See proposed §1.367(d)-1(f)(3).

The proposed regulations fix a longstanding typographical error by replacing

the reference to “section 267(d)” in current

§1.367(d)-1T(h)(2)(ii) with a reference to

“267(f).”

Finally, the proposed regulations eliminate §1.951A-2(c)(2)(ii), which provides

that deductions taken into account in

determining a CFC’s tested income and

tested loss under section 951A include the

amount of a deemed payment under section

367(d)(2)(A). This rule is no longer necessary because the proposed regulations

provide that such deemed payments are

treated as allowable deductions in accordance with, in relevant part, §1.951A-2(c)

(3). See proposed §1.367(d)-1(c)(2)(ii)

and (e)(2)(i).

II. Section 904(d) Foreign Branch

Income Rules

As noted in part III of the Background

section of this Preamble, the provisions

in §1.904-4(f)(2)(vi)(D) provide that,

May 22, 2023

in relevant part, the principles of section 367(d) apply for determining the

amount of gross income that is attributable to a foreign branch that must be

adjusted under §1.904-4(f)(2)(vi)(D).

But those provisions do not elaborate

on how the principles of section 367(d)

apply for that purpose; in particular, there

is no mention of how or whether current

§1.367(d)-1T(f) applies in the foreign

branch income context.

The Treasury Department and the IRS

believe that due to the differing scopes

and purposes of section 367(d) and

§1.904-4(f)(2)(vi)(D), the consequences

of a subsequent transfer for purposes

of determining a U.S. transferor’s section 367(d) inclusion do not necessarily

inform the appropriate treatment for

purposes of the section 904(d) branch

income rules. Section 367(d), as a threshold matter, applies only in the case of

certain outbound transfers of intangible

property by a U.S. person to a foreign corporation, whereas §1.904-4(f)(2)(vi)(D)

applies to outbound transfers by a U.S.

foreign branch owner to a foreign branch,

inbound transfers by a foreign branch to

a U.S. foreign branch owner, as well as

transfers between foreign branches with

the same U.S. foreign branch owner. If

there are multiple transfers of an item

of intangible property over time, each

transfer must be separately evaluated

and could result in differing amounts of

deemed annual payments depending on

any interim changes in the value of the

intangible property between successive

transfers. Accordingly, these proposed

regulations provide that each successive transfer to which §1.904-4(f)(2)(vi)

(D) applies is considered independently

from any other preceding or subsequent

transfers. See proposed §1.904-(f)(2)

(vi)(D)(4). Therefore, the subsequent

transfer rules in the regulations under

section 367(d), including the rule for

repatriations provided in these proposed

regulations, do not apply in the context

of determining gross income attributable

to the foreign branch income category

and each successive transfer is separately

subject to the provisions of §1.904-(f)(2)

(vi)(D)(1) and will not terminate or otherwise impact the application of §1.904-(f)

(2)(vi)(D)(1) to a prior transfer described

in that paragraph.

864

III. Reporting

A. Reporting requirements for subsequent

transfers of intangible property

As described in part I.A of this

Explanation of Provisions, proposed

§1.367(d)-1(f)(4)(i) requires a U.S. transferor to provide the information described

in proposed §1.6038B-1(d)(2)(iv) with

respect to the repatriation. In general,

§§1.6038B-1 and 1.6038B-1T provide

information reporting rules that apply

with respect to transfers of property to

foreign corporations, including transfers

of property described in sections 367(a)

and (d). See §1.6038B-1(c) and (d). Section 1.6038B-1T(d) provides specific

information reporting rules for transfers

subject to section 367(d), including rules

that apply to subsequent transfers. See

§1.6038B-1T(d)(2).

These proposed regulations make

two conforming changes to the reporting

requirements for subsequent transfers

under §1.6038B-1T(d)(2) (the “proposed

information reporting rules”). The first

change provides that, to the extent a qualified domestic person receives intangible

property in a subsequent transfer, the subsequent transfer information described in

proposed §1.6038B-1(d)(2)(iv) instead

of the subsequent transfer information

described in §1.6038B-1T(d)(2)(iii) must

be provided.

The second change adds information

reporting requirements for a subsequent

transfer of intangible property to a qualified

domestic person. See proposed §1.6038B1(d)(2)(iv). These reporting rules request

information that is necessary to ensure

that proposed §1.367(d)-1(f)(4) is appropriately applied to the subsequent transfer.

B. Relief for certain failures to provide

required information

In general, as a condition for terminating the application of section 367(d)

with respect to the transferred intangible

property, proposed §1.367(d)-1(f)(4)(i)

(B) requires a U.S. transferor to provide

the information described in proposed

§1.6038B-1(d)(2)(iv). If a U.S. transferor fails to provide that information,

the repatriation is subject to proposed

§1.367(d)-1(f)(3) such that the sec-

Bulletin No. 2023–21

tion 367(d) regulations, including the

requirement to take an annual inclusion

into account over the useful life of the

intangible property, continue to apply.

However, a U.S. transferor is eligible for

relief under the proposed regulations if

proposed §1.367(d)-1(f)(4)(i)(B) would

have applied to the subsequent transfer of intangible property but for the

fact that the required information was

not provided and the U.S. transferor,

upon becoming aware of the failure,

promptly provides the required information and explains its failure to comply.

See proposed §1.367(d)-1(f)(5). When

it applies, proposed §1.367(d)-1(f)(5)

treats the requirements of proposed

§1.367(d)-1(f)(4)(i)(B) as satisfied as

of the date of the transfer of intangible property to the qualified domestic

person.

IV. Applicability Dates

The proposed regulations generally apply to subsequent dispositions of

intangible property occurring on or after

the date of publication of the Treasury

decision adopting these rules as final

regulations in the Federal Register. See

proposed §§1.367(d)-1(j)(2)), 1.904-4(q)

(3), and 1.6038B-1(g). Proposed §1.951A2(c)(2) applies to taxable years of foreign

corporations ending on or after the date

of publication of the Treasury decision

adopting these rules as final regulations in

the Federal Register, and to taxable years

of United States shareholders in which or

with which such taxable years end. See

proposed §1.951A-7(e).

Special Analyses

I. Regulatory Planning and Review —

Economic Analysis

The Administrator of the Office of

Information and Regulatory Affairs

(“OIRA”), Office of Management and

Budget (“OMB”), has determined that

this proposed rule is not a significant regulatory action, as that term is defined in

section 3(f) of Executive Order 12866.

Therefore, OIRA has not reviewed this

proposed rule pursuant to section 6(a)(3)

(A) of Executive Order 12866 and the

April 11, 2018, Memorandum of Agree-

Bulletin No. 2023–21

ment between the Treasury Department

and OMB.

II. Paperwork Reduction Act

The collection of information contained

in this notice of proposed rulemaking has

been submitted to OMB for review in

accordance with the Paperwork Reduction Act under control number 1545-0026.

Commenters are strongly encouraged to

submit public comments electronically.

Written comments and recommendations

for the proposed information collection

should be sent to https://www.reginfo.gov/

public/do/PRAMain, with copies to the

Internal Revenue Service. Find this particular information collection by selecting

“Currently under Review - Open for Public Comments” then by using the search

function. Submit electronic submissions

for the proposed information collection

to the IRS via email at omb.unit@irs.

gov (indicate “REG-124064-19 (15450026)” on the Subject line). Comments

on the collection of information should be

received by July 3, 2023. Comments are

specifically requested concerning:

Whether the proposed collection of

information is necessary for the proper

performance of the functions of the IRS,

including whether the information will

have practical utility;

The accuracy of the estimated burden

associated with the proposed collection of

information;

How the quality, utility, and clarity of

the information to be collected may be

enhanced;

How the burden of complying with

the proposed collection of information

may be minimized, including through

the application of automated collection

techniques or other forms of information

technology; and

Estimates of capital or start-up costs

and costs of operation, maintenance,

and purchase of services to provide

information.

The collection of information in this

proposed regulation is in §1.6038B-1(d)

(2)(iv). This information is necessary to

ensure that proposed §1.367(d)-1(f)(4) is

appropriately applied to the subsequent

transfer.

The collection of information is

required to comply with section 367(d).

865

The likely respondents are domestic

corporations. Burdens associated with

these requirements will be reflected in

the burden for Form 926, Return by a

U.S. Transferor of Property to a Foreign

Corporation.

Estimated change in annual reporting

burden: 1601 hours.

Estimated increase in annual burden

per respondent: 2.4 hours.

Estimated number of respondents: 667.

Estimated frequency of responses:

annually.

An agency may not conduct or sponsor,

and a person is not required to respond to,

a collection of information unless it displays a valid control number assigned by

the Office of Management and Budget.

III. Regulatory Flexibility Act

When an agency issues a rulemaking

proposal, the Regulatory Flexibility Act

(5 U.S.C. chapter 6) (“RFA”) requires the

agency “to prepare and make available

for public comment an initial regulatory

flexibility analysis” that will “describe

the impact of the proposed rule on small

entities.” See 5 U.S.C. 603(a). Section 605

of the RFA provides an exception to this

requirement if the agency certifies that the

proposed rulemaking will not have a significant economic impact on a substantial

number of small entities. A small entity

is defined as a small business, small nonprofit organization, or small governmental

jurisdiction. See 5 U.S.C. 601(3) through

(6).

The Treasury Department and the IRS

do not have detailed data readily available to assess the exact number of small

entities potentially affected by the proposed regulations. Based on the limited

data available, it is estimated that there

will be less than 700 taxpayers potentially

affected by the proposed regulations. But,

among those taxpayers, an even smaller

portion will likely be affected by the proposed regulations as these rules apply to a

specific type of transaction – repatriations

of intangible property subject to section

367(d). Moreover, the entities potentially

affected by these proposed regulations

are generally not small entities, because

of the resources and investment necessary to develop intangible property and,

once so developed, transfer the intangible

May 22, 2023

property to a foreign corporation. Therefore, the Treasury Department and the IRS

certify that the proposed regulations will

not have a significant economic impact

on a substantial number of small entities.

The IRS invites the public to comment on

the impact of these regulations on small

entities.

IV. Section 7805(f)

Pursuant to section 7805(f), this notice

of proposed rulemaking has been submitted to the Chief Counsel for Advocacy

of the Small Business Administration for

comment on its impact on small business.

V. Unfunded Mandates Reform Act

Section 202 of the Unfunded Mandates

Reform Act of 1995 requires that agencies

assess anticipated costs and benefits and

take certain other actions before issuing a

final rule that includes any Federal mandate that may result in expenditures in any

one year by a State, local, or Tribal government, in the aggregate, or by the private

sector, of $100 million in 1995 dollars,

updated annually for inflation. This rule

does not include any Federal mandate that

may result in expenditures by State, local,

or Tribal governments, or by the private

sector in excess of that threshold.

VI. Executive Order 13132: Federalism

Executive Order 13132 (entitled

“Federalism”) prohibits an agency from

publishing any rule that has federalism

implications if the rule either imposes

substantial, direct compliance costs on

State and local governments, and is not

required by statute, or preempts State law,

unless the agency meets the consultation

and funding requirements of section 6 of

the Executive order. This proposed rule

does not have federalism implications,

does not impose substantial direct compliance costs on State and local governments,

and does not preempt State law within the

meaning of the Executive order.

Comments and Requests for Public

Hearing

Before these proposed amendments

to the regulations are adopted as final

May 22, 2023

regulations, consideration will be given

to comments that are submitted timely

to the IRS as prescribed in the Preamble

under the ADDRESSES section. The

Treasury Department and the IRS request

comments on all aspects of the proposed

regulations.

A public hearing will be scheduled if

requested in writing by any person who

timely submits electronic or written comments. Requests for a public hearing are

encouraged to be made electronically. If a

public hearing is scheduled, notice of the

date and time for the public hearing will

be published in the Federal Register.

Announcement 2020-4, 2020-17 IRB 1,

provides that until further notice, public

hearings conducted by the IRS will be

held telephonically. Any telephonic hearing will be made accessible to people with

disabilities.

Statement of Availability of IRS

Documents

IRS Revenue Procedures, Revenue

Rulings, and Notices cited in this Preamble are published in the Internal Revenue

Bulletin (or Cumulative Bulletin) and

are available from the Superintendent of

Documents, U.S. Government Publishing

Office, Washington, DC 20402, or by visiting the IRS website at https://www.irs.

gov.

Drafting Information

The principal authors of these regulations are Chadwick Rowland and L.

Ulysses Chatman, Office of Associate

Chief Counsel (International). However,

other personnel from the Treasury Department and the IRS participated in their

development.

List of Subjects in 26 CFR Part 1

Income taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the

Regulations

Accordingly, the Treasury Department

and the IRS propose to amend 26 CFR

part 1 as follows:

866

PART 1—INCOME TAXES

Paragraph 1. The authority citation for

part 1 continues to read in part as follows:

Authority: 26 U.S.C. 7805 * * *

Section 1.367(d)-1 also issued under

26 U.S.C. 367(d).

*****

§1.367(a)-1 [Amended]

Par. 2. Section 1.367(a)-1 is amended

by removing the language “section 936(h)

(3)(B)” in paragraphs (d)(5) and (6) and

adding the language “section 367(d)(4)”

in its place.

Par. 3. Section 1.367(d)-1 is amended

by:

1. Removing reserved paragraphs (c)(1)

through (2).

2. Adding a heading to paragraph (c)

and adding paragraphs (c)(1) and (2).

3. Removing reserved paragraphs (c)(4)

through (g)(2) (introductory text).

4. Adding paragraphs (c)(4), (d), (e),

and (f).

5. Adding a heading to paragraph (g)

and adding paragraphs (g)(1) and (g)

(2) introductory text.

6. Removing reserved paragraphs (g)(2)

(ii) through (g)(2)(iii)(D).

7. Adding paragraph (g)(2)(ii) and

reserved

paragraphs

(g)(2)(iii)

introductory text and (g)(2)(iii)(A)

through (D).

8. Removing reserved paragraphs (g)(4)

through (i).

9. Adding paragraphs (g)(4), (h), and

(i).

10. Revising paragraph (j).

The additions and revision read as

follows:

§1.367(d)-1 Transfers of intangible

property to foreign corporations.

*****

(c) Deemed payments upon transfer of

intangible property to foreign corporation—(1) In general. For further guidance,

see §1.367(d)-1T(c)(1).

(2) Required adjustments. For further

guidance, see §1.367(d)-1T(c)(2) introductory text and (c)(2)(i).

(i) [Reserved]

(ii) The deemed payment is treated as

an allowable deduction (whether or not

Bulletin No. 2023–21

that amount is paid) of the transferee foreign corporation properly allocated and

apportioned to the appropriate classes of

gross income in accordance with §§1.8824(b)(1), 1.951A-2(c)(3), 1.954-1(c),

1.960-1(c), and 1.960-1(d), as applicable.

*****

(4) Blocked income. For further guidance, see §1.367(d)-1T(c)(4).

(d) Subsequent transfer of stock

of transferee corporation to unrelated person. For further guidance, see

§1.367(d)-1T(d).

(e) Subsequent transfer of stock of

transferee foreign corporation to related

person—(1) Transfer to related U.S. person treated as disposition of intangible

property. For further guidance, see §1.

367(d)-1T(e)(1).

(2) Required adjustments. For further

guidance, see §1.367(d)-1T(e)(2) introductory text and (e)(2)(i).

(i) [Reserved]

(ii) The deemed payment is treated as

an allowable deduction (whether or not

that amount is paid) of the transferee foreign corporation properly allocated and

apportioned to the appropriate classes of

gross income in accordance with §§1.8824(b)(1), 1.951A-2(c)(3), 1.954-1(c),

1.960-1(c), and 1.960-1(d), as applicable.

(iii) For further guidance, see

§1.367(d)-1T(e)(2)(iii) through (e)(4).

(iv) [Reserved]

(3) through (4) [Reserved]

(f) Subsequent disposition of transferred intangible property by transferee

foreign corporation—(1) In general. For

further guidance, see §1.367(d)-1T(f)(1).

(2) Required adjustments. If a U.S.

transferor is required to recognize gain

under paragraph (f)(4)(i)(A) of this

section or §1.367(d)-1T(f)(1), then, in

addition to the adjustments described

in paragraph (c)(2)(ii) of this section

and §1.367(d)-1T(c)(2) with respect

to the deemed payment described in

§1.367(d)-1T(f)(1)(ii)—

(i) For purposes of chapter 1 of the

Code, the transferee foreign corporation

reduces (but not below zero) the portion of

its earnings and profits and gross income

arising by reason of the subsequent disposition of the intangible property by the

amount of gain recognized by the U.S.

transferor under paragraph (f)(4)(i)(A) of

this section or §1.367(d)-1T(f)(1); and

Bulletin No. 2023–21

(ii) The U.S. transferor may establish

an account receivable from the transferee

foreign corporation equal to the amount of

gain recognized under paragraph (f)(4)(i)

(A) of this section or §1.367(d)-1T(f)(1)

in accordance with §1.367(d)-1T(g)(1).

(3) Subsequent transfer of intangible property to related person. Except as

provided in paragraph (f)(4)(i)(B) of this

section, a U.S. person’s requirement to

recognize income under §1.367(d)-1T(c)

or (e) is not affected by the transferee

foreign corporation’s subsequent disposition of the transferred intangible property

to a related person. For purposes of any

required adjustments, and of any accounts

receivable created under §1.367(d)-1T(g)

(1), the related person that receives the

intangible property is treated as the transferee foreign corporation.

(4) Subsequent transfer of intangible

property to qualified domestic person—

(i) In general. Except as provided in

paragraph (f)(4)(v) of this section, if a

U.S. person transfers intangible property

subject to section 367(d) and the rules of

this section and §1.367(d)-1T to a foreign

corporation in an exchange described in

section 351 or 361 and, within the useful

life of the intangible property, that transferee foreign corporation subsequently

disposes of the intangible property to a

qualified domestic person, then—

(A) The U.S. transferor of the intangible property (or any person treated as

such pursuant to §1.367(d)-1T(e)(1)) is

required to recognize gain, as applicable,

equal to the amount described in paragraph (f)(4)(ii) of this section; and

(B) If the U.S. transferor provides the

information described in §1.6038B-1(d)

(2)(iv), then—

(1) The U.S. transferor is required to

recognize a deemed payment as provided

in §1.367(d)-1T(f)(1)(ii); and

(2) The intangible property is no longer

subject to section 367(d), this section, and

§1.367(d)-1T after applying paragraphs

(f)(4)(i)(A) and (f)(4)(i)(B)(1) of this

section.

(ii) Gain recognition for U.S. transferor. The amount of gain a U.S. transferor

must recognize under paragraph (f)(4)

(i)(A) of this section is determined as

follows—

(A) If the intangible property is transferred basis property (as defined in section

867

7701(a)(43)) by reason of the subsequent disposition (determined without

regard to section 367(d), this section,

and §1.367(d)-1T), the amount of gain,

if any, the transferee foreign corporation

would recognize if its adjusted basis in the

intangible property were equal to the U.S.

transferor’s former adjusted basis in the

property; or

(B) If the intangible property is not

transferred basis property by reason of the

subsequent disposition (determined without regard to section 367(d), this section,

and §1.367(d)-1T), the excess, if any, of

the fair market value of the intangible

property on the date of the subsequent disposition and the U.S. transferor’s former

adjusted basis in that property.

(iii) Qualified domestic person. For purposes of paragraph (f)(4) of this section, a

qualified domestic person means—

(A) The U.S. transferor that initially

transferred intangible property subject to

section 367(d);

(B) A U.S. person treated as a U.S.

transferor under §1.367(d)-1T(e)(1),

provided such person is an individual or

a corporation other than a corporation

exempt from tax under section 501(a), a

regulated investment company (as defined

in section 851(a)), a real estate investment trust (as defined in section 856(a)),

a domestic international sales corporation

(DISC) (as defined in section 992(a)(1)),

or an S corporation (as defined in section

1361(a));

(C) A U.S. person that is an individual related, within the meaning of

paragraph (h)(2)(ii) of this section and

§1.367(d)-1T(h), to the person described

in paragraph (f)(4)(iii)(A) or (B) of this

section; or

(D) A U.S. person that is a corporation related, within the meaning of

paragraph (h)(2)(ii) of this section and

§1.367(d)-1T(h), to the person described

in paragraph (f)(4)(iii)(A) or (B) of this

section, other than a corporation exempt

from tax under section 501(a), a regulated investment company (as defined in

section 851(a)), a real estate investment

trust (as defined in section 856(a)), a

DISC (as defined in section 992(a)(1)),

or an S corporation (as defined in section

1361(a)).

(iv) Qualified domestic person’s basis

in the intangible property. The qualified

May 22, 2023

domestic person’s adjusted basis in the

intangible property is—

(A) In the case of a subsequent disposition of intangible property described in

paragraph (f)(4)(ii)(A) of this section, and

subject to any applicable limitations that

may apply under the Code, the lesser of

the U.S. transferor’s former adjusted basis

in the intangible property or the transferee

foreign corporation’s adjusted basis in the

intangible property (as determined immediately before the subsequent disposition),

in each case increased by the greater of

the amount of gain (if any) described in

paragraph (f)(4)(ii)(A) of this section and

recognized by the U.S. transferor or the

amount of gain (if any) recognized by the

transferee foreign corporation as to the

intangible property by reason of the subsequent disposition; or

(B) In the case of a subsequent disposition of intangible property described in

paragraph (f)(4)(ii)(B) of this section, the

fair market value of the intangible property (as determined on the date of the

subsequent disposition).

(v) Special rule for related transactions. If the transferee foreign corporation

subsequently disposes of the transferred

intangible property to a person that

would, absent this paragraph (f)(4)(v), be

a qualified domestic person (initial transferee) and, as part of a series of related

transactions, the intangible property is

subsequently disposed of to any other

person, including by reason of multiple

dispositions, then the initial transferee is

treated as a qualified domestic person only

if the ultimate recipient of the intangible

property is a qualified domestic person.

See paragraphs (f)(6)(ii)(D) and (E) of this

section (Examples 4 and 5), for illustrations of the application of this paragraph

(f)(4)(v).

(5) Relief for certain failures to comply. This paragraph (f)(5) provides relief

if paragraph (f)(4)(i)(B)(2) of this section

would apply but for the U.S. transferor’s failure to provide the information

required by paragraph (f)(4)(i)(B) of this

section (a “failure to comply”). When a

failure to comply occurs, the subsequent

disposition of the transferred intangible

property is generally subject to paragraphs

(f)(3) and (f)(4)(i)(A) of this section, and

not paragraph (f)(4)(i)(B)(2) of this section. Nevertheless, a failure to comply is

May 22, 2023

deemed not to have occurred (regardless

of whether the U.S. transferor continued

to include amounts in gross income under

§1.367(d)-1T(c) or (e) after the subsequent

disposition), and the requirements of paragraph (f)(4)(i)(B) of this section are treated

as satisfied as of the date of the subsequent

disposition if, promptly after the U.S.

transferor becomes aware of the failure,

the U.S. transferor provides such information and provides a reasonable explanation

for its failure to comply to the Director of

Field Operations, Cross Border Activities

Practice Area of Large Business & International (or any successor to the roles and

responsibilities of such position, as appropriate). Additionally, the U.S. transferor

must timely file an amended return for the

taxable year in which the subsequent disposition occurred (and, if applicable, for

each taxable year starting with the taxable

year immediately after the taxable year in

which the subsequent disposition occurred

and ending with the taxable year in which

the U.S. transferor seeks relief under this

paragraph (f)(5)) that includes the information required by paragraph (f)(4)(i)

(B) of this section. If any taxable year of

the U.S. transferor is under examination

when an amended return is filed, a copy

of the amended return (or, if applicable,

amended returns) must be provided to the

Internal Revenue Service personnel conducting the examination.

(6) Examples—(i) Assumed facts. For

purposes of the examples in paragraph (f)

(6)(ii) of this section, and except where

otherwise indicated, the following facts

are assumed.

(A) USP and USS are domestic corporations that each use a calendar taxable

year.

(B) TFC is a foreign corporation whose

functional currency is the U.S. dollar.

(C) In year 1, USP transfers intangible property, as defined in section 367(d)

(4), with a $0 adjusted basis, to TFC in

a section 351 exchange (the “transferred

IP”), and such transfer is subject to section

367(d).

(D) Each annual inclusion (including

any amount described in §1.367(d)-1T(f)

(1)(ii)) is taken into account under section

367(d)(2)(A)(ii)(I) and §1.367(d)-1T(c)

(1).

(E) Any subsequent transfer or disposition of stock of TFC or the transferred IP

868

occurs within the useful life of the transferred IP.

(F) All transactions are respected under

general principles of tax law.

(ii) Examples. The following examples

illustrate the application of paragraph (f)

(4) of this section and other paragraphs of

this section that relate to paragraph (f)(4).

(A) Example 1: Complete liquidation of transferee foreign corporation into a qualified domestic

person—(1) Facts. In year 2, USP transfers all the

stock of TFC to USS, a related person within the

meaning of §1.367(d)-1T(h) and paragraph (h)(2)(ii)

of this section, in a section 351 exchange to which

§1.367(d)-1T(e)(1) applies (the “year 2 transfer”). In

year 3, TFC distributes all its property (including the

transferred IP) to USS pursuant to a complete liquidation to which sections 332 and 337 apply (the

“year 3 liquidation”). The all earnings and profits amount determined under §1.367(b)-2(d) with

respect to the stock of TFC held by USS is $0. The

information described in §1.6038B-1(d)(2) is provided by USS for the taxable year in which the year

3 liquidation occurs.

(2) Analysis—(i) The year 2 transfer. Because

the year 2 transfer involves a transfer of all the

stock of TFC by USP (the initial U.S. transferor) to

a related U.S. person (USS), under §1.367(d)-1T(e)

(1)(i) USS (a successor U.S. transferor) is treated as

receiving the right to receive a proportionate share of

the contingent annual payments that USP would have

otherwise taken into account under §1.367(d)-1T(c).

As determined under §1.367(d)-1T(e)(4), USS’s

proportionate share of such payments is 100 percent. Accordingly, USS will annually include in its

gross income the full amount of each of the annual

payments that USP would otherwise have taken into

account under §1.367(d)-1T(c) over the useful life

of the transferred IP, and USP will not recognize any

gain upon the year 2 transfer. See §1.367(d)-1T(e)

(1)(ii) and (iii).

(ii) The year 3 liquidation. The year 3 liquidation results in a subsequent disposition of the

transferred IP to USS. USS, a U.S. person treated

as the U.S. transferor pursuant to §1.367(d)-1T(e)

(1), is a qualified domestic person within the meaning of paragraph (f)(4)(iii) of this section. Pursuant

to paragraph (f)(4)(i)(A) of this section, USS must

recognize the amount of gain described in paragraph

(f)(4)(ii) of this section. Because the year 3 liquidation is a complete liquidation to which sections 332

and 337 apply, the intangible property is transferred

basis property (as defined in section 7701(a)(43)

and determined without regard to section 367(d),

this section, and §1.367(d)-1T), and therefore paragraph (f)(4)(ii)(A) applies to determine the amount

of any gain USS must recognize. Because TFC does

not recognize gain with respect to the transferred

IP (regardless of the adjusted basis in the intangible property) by reason of the year 3 liquidation,

the amount of gain described in paragraph (f)(4)(ii)

(A) of this section is $0. Accordingly, USS does not

recognize gain pursuant to paragraph (f)(4)(i)(A)

of this section by reason of the year 3 liquidation.

Additionally, because USS provides the information described in §1.6038B-1(d)(2), paragraph (f)(4)

(i)(B) of this section applies to the year 3 liquida-

Bulletin No. 2023–21

tion. USS therefore recognizes a deemed payment

representing the part of USS’s taxable year during

which TFC held the transferred IP pursuant to paragraph (f)(4)(i)(B)(1) of this section, and the required

adjustments described in paragraph (c)(2)(ii) of this

section and §1.367(d)-1T(c)(2)(i) apply as to the

deemed payment. Also, because USS does not recognize gain pursuant to paragraph (f)(4)(i)(A) of this

section, the required adjustments described in paragraph (f)(2) of this section do not apply. Pursuant to

paragraph (f)(4)(i)(B)(2) of this section, after taking

the deemed payment into account, the transferred IP

is no longer subject to section 367(d), this section,

and §1.367(d)-1T. Finally, pursuant to paragraph (f)

(4)(iv)(A) of this section, USS’s adjusted basis in the

transferred IP is $0, which is equal to USP’s former

adjusted basis in the transferred IP ($0), increased by

the greater of the amount of gain recognized by USS

under paragraph (f)(4)(i)(A) of this section ($0) or

the amount of gain recognized by TFC upon the year

3 distribution ($0).

(B) Example 2: Taxable distribution of the transferred intangible property to a qualified domestic

person—(1) Facts. The facts are the same as in

paragraph (f)(6)(ii)(A) of this section (Example 1),

except that, instead of in year 3 TFC distributing all

its property to USS pursuant to a complete liquidation, in year 3 TFC distributes the transferred IP to

USS in a distribution described in section 311(b)

when the fair market value of the transferred IP is

$100x (the “year 3 distribution”). TFC’s adjusted

basis in the transferred IP immediately before the

distribution is $0.

(2) Analysis. The consequence of the year 2

transfer is the same as described in paragraph (f)

(6)(ii)(A)(2)(i) of this section (Example 1). Like

the consequences described in paragraph (f)(6)

(ii)(A)(2) of this section (Example 1), the year

3 distribution is a subsequent disposition of the

transferred IP to USS, a qualified domestic person.

Pursuant to paragraph (f)(4)(i)(A) of this section,

USS must recognize the amount of gain described

in paragraph (f)(4)(ii) of this section. Because the

year 3 distribution is described in section 311(b)

the intangible property is not transferred basis

property (as defined in section 7701(a)(43) and

determined without regard to section 367(d), this

section, and §1.367(d)-1T), and therefore USS

must recognize $100x gain under paragraph (f)

(4)(ii)(B) of this section. The $100x gain amount

equals the excess of the fair market value of the

transferred IP on the date of the year 3 distribution ($100x) over USP’s former adjusted basis in

the property ($0). TFC, because of USS’s gain

recognition under paragraph (f)(4)(i)(A) of this

section, reduces (but not below zero) the portion

of its earnings and profits and gross income arising

by reason of the year 3 distribution by the amount

of such gain under paragraph (f)(2)(i) of this section. Specifically, because the year 3 distribution

requires USS to recognize $100x of gain, TFC

reduces the portion of its earnings and profits and

gross income that arise by reason of the year 3 distribution, which is $100x (the excess of the fair

market value of the transferred IP ($100x) over

TFC’s adjusted basis in the transferred IP ($0)),

by $100x (the amount of gain USS recognizes

pursuant to paragraph (f)(4)(i)(A) of this section).

Bulletin No. 2023–21

As a result, after taking into account the reduction, TFC has no earnings and profits or gross

income that arise by reason of the year 3 distribution. Furthermore, USS may establish an account

receivable from TFC equal to $100x under paragraph (f)(2)(ii) of this section. Additionally, and

as described in paragraph (f)(6)(ii)(A)(2) of this

section (Example 1), pursuant to paragraph (f)(4)

(i)(B)(1) of this section, USS recognizes a deemed

payment for the portion of USS’s taxable year

during which TFC held the transferred IP, and the

required adjustments described in paragraph (c)(2)

(ii) of this section and §1.367(d)-1T(c)(2) apply

to this deemed payment. After taking these consequences into account, pursuant to paragraph (f)

(4)(i)(B)(2) of this section, the transferred IP is no

longer subject to section 367(d), this section, and

§1.367(d)-1T. Finally, pursuant to paragraph (f)(4)

(iv)(B) of this section, USS’s adjusted basis in the

transferred IP is $100x, which is the fair market

value of the transferred IP on the date of the year

3 distribution.

(C) Example 3: Qualified domestic person’s

basis in intangible property when intangible property is repatriated in an exchange described in

section 351(b)—(1) Facts. The facts are the same as

in paragraph (f)(6)(ii)(A) of this section (Example

1), except that the transfer of stock of TFC to USS

in year 2 does not occur and instead of the year 3

liquidation, in year 3 TFC transfers the intangible

property to USS (a qualified domestic person as

defined in paragraph (f)(4)(iii) of this section) in an

exchange described in section 351(b) pursuant to

which TFC recognizes $50x of gain and USP recognizes $50x of gain under paragraph (f)(4)(i)(A) of

this section (the “year 3 exchange”).

(2) Analysis. Pursuant to paragraph (f)(4)(iv)(A)

of this section, USS’s adjusted basis in the intangible

property is $50x, which is the amount equal to the

lesser of USP’s former adjusted basis in the property

($0) or TFC’s adjusted basis in the property ($0),

increased by the greater of the amount of gain recognized by USP under paragraph (f)(4)(i)(A) of this

section ($50x) or the amount of gain recognized by

TFC upon the year 3 exchange ($50x).

(D) Example 4: Repatriation as part of a series

of related transactions culminating in transfer to a

foreign corporation—(1) Facts. The facts are the

same as in paragraph (f)(6)(ii)(A)(1) of this section (Example 1), except that the year 3 liquidation

occurs as part of a series of related transactions pursuant to which USS transfers the transferred IP that

it receives from TFC to a related foreign corporation

(FC1) in exchange for stock in FC1.

(2) Analysis. Because the year 3 liquidation

occurs as part of a series of related transactions

pursuant to which the transferred IP is ultimately

contributed to a FC1, a foreign corporation, and

because a foreign corporation is not a qualified

domestic person pursuant to paragraph (f)(4)(iii)

of this section, then, under paragraph (f)(4)(v) of

this section, the year 3 liquidation is not treated as

a subsequent disposition described in paragraph (f)

(4)(i) of this section, but is instead treated as a subsequent disposition described in paragraph (f)(3) of

this section.

(E) Example 5: Repatriation as part of a series

of related transactions culminating in transfer to

869

a qualified domestic person—(1) Facts. The facts

are the same as in paragraph (f)(6)(ii)(B)(1) of this

section (Example 2), except that the year 3 distribution occurs as part of a series of related transactions

pursuant to which USS disposes of the transferred IP

that it receives from TFC to USP.

(2) Analysis. Because the year 3 distribution

occurs as part of a series of related transactions pursuant to which the transferred IP is distributed to

USP, and because USP is a qualified domestic person pursuant to paragraph (f)(4)(iii) of this section,

paragraph (f)(4)(v) of this section does not prevent

paragraph (f)(4)(i) of this section from applying to the

year 3 distribution. Accordingly, the consequences

under section 367(d) of the year 3 distribution are

the same as those described in paragraph (f)(6)(ii)(B)

(2) of this section (Example 2), and the consequences

of the subsequent disposition of the transferred IP by

USS to USP are determined after applying paragraph

(f)(4) of this section to the transfer of the transferred

IP by TFC to USS.

(g) Special rules—(1) Establishment of

accounts receivable. For further guidance,

see §1.367(d)-1T(g)(1).

(2) Election to treat transfer as sale.

For further guidance, see §1.367(d)-1T(g)

(2) introductory text.

*****

(ii) For further guidance, see §1.3671T(g)(2)(ii) through (g)(2)(iii)(D).

(iii) [Reserved]

(A) through (D) [Reserved]

*****

(4) Coordination with section 482. For

further guidance, see § 1.367(d)-1T(g)(4).

(5) Determination of fair market value.

For further guidance, see §1.367(d)-1T(g)

(5).

(6) Anti-abuse rule. For further guidance, see §1.367(d)-1T(g)(6).

(h) Related person. For further guidance, see §1.367(d)-1T(h) introductory

text and (h)(1).

(1) [Reserved]

(2) For further guidance, see

§1.367(d)-1T(h)(2) introductory text and

(h)(2)(i).

(i) [Reserved]

(ii) Section 1563 applies (for purposes

of section 267(f)) without regard to section 1563(b)(2).

(i) Effective date. For further guidance,

see §1.367(d)-1T(i).

(j) Applicability dates—(1) In general.

This section applies to transfers occurring

on or after September 14, 2015, and to

transfers occurring before September 14,

2015, resulting from entity classification

elections made under § 301.7701-3 of this

chapter that are filed on or after September

May 22, 2023

14, 2015. For transfers occurring before

this section is applicable, see § 1.367(d)1T as contained in 26 CFR part 1 revised

as of April 1, 2016.

(2) Certain subsequent dispositions

of intangible property. Paragraphs (c)(2)

(ii), (e)(2)(ii), (f)(2) through (5), and (h)

(2)(ii) of this section apply to subsequent

dispositions of intangible property occurring on or after [date of publication of

final regulations in the Federal Register].

For subsequent dispositions of intangible

property occurring before [date of publication of final regulations in the Federal

Register], see §1.367(d)-1T (as contained

in 26 CFR part 1, revised as of April 1,

2022).

§1.367(d)-1T [Amended]

Par. 4. Section 1.367(d)-1T is amended

by:

1. Removing “; and” at the end of paragraph (c)(2)(i) and adding a period in its

place.

2. Removing and reserving paragraphs

(c)(2)(ii), (e)(2)(ii), and (f)(2) and (3).

3. Removing “; and” at the end of paragraph (h)(2)(i) and adding a period in its

place.

4. Removing and reserving paragraph

(h)(2)(ii).

§1.367(e)-2 [Amended]

Par. 5. Section 1.367(e)-2 is amended

by removing the language “section 936(h)

(3)(B)” in the last sentence of paragraph

(b)(2)(i)(B) and adding the language “section 367(d)(4)” in its place.

Par. 6. Section 1.904-4 is amended

by adding paragraph (f)(2)(vi)(D)(4)

and revising paragraph (q)(3) to read as

follows:

§1.904-4 Separate application of

section 904 with respect to certain

categories of income.

*****

(f) * * *

(2) * * *

(vi) * * *

(D) * * *

(4) Multiple transfers of intangible

property. If the same intangible property is transferred in a series of transfers

May 22, 2023

described in paragraph (f)(2)(vi)(D)(1)

of this section, each successive transfer

is separately subject to the provisions of

paragraph (f)(2)(vi)(D)(1) and will not

terminate or otherwise affect the application of paragraph (f)(2)(vi)(D)(1) to a

prior transfer described in paragraph (f)

(2)(vi)(D)(1).

*****

(q) * * *

(3) Except as provided in the following sentence, paragraph (f) of this section

applies to taxable years that begin after

December 31, 2019, and end on or after

November 2, 2020. Paragraph (f)(vi)

(D)(4) of this section applies to taxable

years that begin on or after [date of publication of final regulations in the Federal

Register].

Par. 7. Section 1.951A-2 is amended

by revising paragraph (c)(2) to read as

follows:

§1.951A-2 Tested income and tested

loss.

*****

(c) * * *

(2) Determination of gross income

and allowable deductions. For purposes

of determining tested income and tested

loss, the gross income and allowable

deductions of a controlled foreign corporation for a CFC inclusion year are

determined under the rules of § 1.952-2

for determining the subpart F income

of the controlled foreign corporation,

except, for a controlled foreign corporation which is engaged in the business of

reinsuring or issuing insurance or annuity

contracts and which, if it were a domestic

corporation engaged only in such business, would be taxable as an insurance

company to which subchapter L of chapter 1 of the Code applies, substituting

“the rules of sections 953 and 954(i)” for

“the principles of §§ 1.953-4 and 1.9535” in § 1.952-2(b)(2).

*****

Par. 8. Section 1.951A-7 is amended

by adding paragraph (e) to read as follows:

§1.951A-7 Applicability dates.

*****

(e) Determination of gross income

and allowable deductions. Section

870

1.951A-2(c)(2) applies to taxable years

of foreign corporations ending on or after

[date of publication of final regulations

in the Federal Register], and to taxable

years of United States shareholders in

which or with which such taxable years

end. For taxable years of foreign corporations ending before [date of publication

of final regulations in the Federal Register], and to taxable years of United States

shareholders in which or with which such

taxable years end, see §1.951A-2(c)(2)(i)

and (ii) as contained in 26 CFR part 1,

revised as of April 1, 2022.

Par. 9. Section 1.6038B-1 is amended

by:

1. Removing reserved paragraphs (d)

(1) through (1)(iii);

2. Adding paragraphs (d) heading and

(d)(1) introductory text and reserved paragraphs (d)(1)(i) through (iii);

3. Removing reserved paragraphs (d)

(1)(viii) through (d)(2); and

4. Adding paragraphs (d)(1)(viii), (d)

(2), and (g)(8).

The additions read as follows:

§1.6038B-1 Reporting of certain

transfers to foreign corporations.

*****

(d) Transfers subject to section

367(d)—(1) Initial transfer. For further

guidance, see § 1.6038B–1T(d)(1) introductory text through (d)(1)(iii).

(i) through (iii) [Reserved]

*****

(viii) Other intangibles. For further

guidance, see § 1.6038B–1T(d)(1)(viii).

(2)

Subsequent

transfers.

For

additional, see § 1.6038B–1T(d)(2) introductory text through (d)(2)(ii).

(i) through (ii) [Reserved]

(iii) Subsequent transfer. Except for

a subsequent transfer described in paragraph (d)(2)(iv) of this section, provide

the following information concerning the

subsequent transfer:

(A) For further guidance, see

§ 1.6038B–1T(d)(2)(iii)(A) through (C).

(B) through (C) [Reserved]

(iv) Subsequent transfer of intangible

property to a qualified domestic person. Provide the following information

concerning a subsequent transfer of intangible property described in §1.367(d)-1(f)

(4)(i):

Bulletin No. 2023–21

(A) A statement providing that

§1.367(d)-1(f)(4)(i)(B) applies to the subsequent transfer;

(B) A general description of the subsequent transfer and any wider transaction

of which it forms a part, including the

U.S. transferor’s former adjusted basis

in the intangible property and the transferee foreign corporation’s adjusted basis

in the intangible property (as determined

immediately before the subsequent transfer), the amount and computation of

any gain recognized by the U.S. transferor under §1.367(d)-1(f)(4)(i)(A), and

a description of whether the intangible

property was, or is expected to be, subsequently transferred to one or more other

persons (as described in §1.367(d)-1(f)

(4)(v));

(C) A description of the intangible

property;

(D) A copy of the Form 926 with respect

to the original transfer of the intangible

Bulletin No. 2023–21

property and any attachments identifying

the intangible property as within the scope

of section 367(d);

(E) The name, address, and taxpayer

identification number of the qualified

domestic person that receives the intangible property, including a statement

describing the relationship between the

U.S. transferor and the qualified domestic

person, and, if applicable, such information regarding any other persons described

in §1.367(d)-1(f)(4)(v); and

(F) Any other information as may be

prescribed by the Commissioner in publications, forms, instructions, or other

guidance.

*****

(g) * * *

(8) Paragraphs (d)(2)(iii) introductory

text and (d)(2)(iv) of this section apply

to transfers occurring on or after [date of

publication of final regulations in the Federal Register].

871

Par. 10. Section 1.6038B-1T is

amended by revising paragraph (d)(2)(iii)

introductory text to read as follows:

§ 1.6038B-1T Reporting of certain

transactions to foreign corporations

(temporary).

*****

(d) * * *

(2) * * *

(iii) Subsequent transfer. For further

guidance, see § 1.6038B–1(d)(2)(iii)

introductory text:

*****

Douglas W. O’Donnell,

Deputy Commissioner for Services

and Enforcement.

(Filed by the Office of the Federal Register May 02,

2023, 8:45a.m., and published in the issue of the

Federal Register for May 03, 2023, 88 FR 27819)

May 22, 2023

Definition of Terms

Revenue rulings and revenue procedures

(hereinafter referred to as “rulings”) that

have an effect on previous rulings use the

following defined terms to describe the

­effect:

Amplified describes a situation where

no change is being made in a prior published position, but the prior position is

being extended to apply to a variation of

the fact situation set forth therein. Thus, if

an earlier ruling held that a principle applied to A, and the new ruling holds that

the same principle also applies to B, the

earlier ruling is amplified. (Compare with

modified, below).

Clarified is used in those instances

where the language in a prior ruling is being made clear because the language has

caused, or may cause, some confusion. It

is not used where a position in a prior ruling is being changed.

Distinguished describes a situation

where a ruling mentions a previously published ruling and points out an essential

difference between them.

Modified is used where the substance

of a previously published position is being

changed. Thus, if a prior ruling held that a

principle applied to A but not to B, and the

new ruling holds that it applies to both A

and B, the prior ruling is modified because

it corrects a published position. (Compare

with amplified and clarified, above).

Obsoleted describes a previously published ruling that is not considered determinative with respect to future transactions.

This term is most commonly used in a ruling

that lists previously published rulings that

are obsoleted because of changes in laws or

regulations. A ruling may also be obsoleted

because the substance has been included in

regulations subsequently adopted.

Revoked describes situations where the

position in the previously published ruling

is not correct and the correct position is

being stated in a new ruling.

Superseded describes a situation where

the new ruling does nothing more than

restate the substance and situation of a

previously published ruling (or rulings).

Thus, the term is used to republish under

the 1986 Code and regulations the same

position published under the 1939 Code

and regulations. The term is also used

when it is desired to republish in a single

ruling a series of situations, names, etc.,

that were previously published over a

period of time in separate rulings. If the

new ruling does more than restate the substance of a prior ruling, a combination of

terms is used. For example, modified and

superseded describes a situation where the

substance of a previously published ruling

is being changed in part and is continued

without change in part and it is desired to

restate the valid portion of the previously published ruling in a new ruling that is

self contained. In this case, the previously

published ruling is first modified and then,

as modified, is superseded.

Supplemented is used in situations in

which a list, such as a list of the names of

countries, is published in a ruling and that

list is expanded by adding further names

in subsequent rulings. After the original

ruling has been supplemented several

times, a new ruling may be published that

includes the list in the original ruling and

the additions, and supersedes all prior rulings in the series.

Suspended is used in rare situations to

show that the previous published rulings

will not be applied pending some future

action such as the issuance of new or

amended regulations, the outcome of cases in litigation, or the outcome of a Service study.

Abbreviations

The following abbreviations in current

use and formerly used will appear in

material published in the Bulletin.

A—Individual.

Acq.—Acquiescence.

B—Individual.

BE—Beneficiary.

BK—Bank.

B.T.A.—Board of Tax Appeals.

C—Individual.

C.B.—Cumulative Bulletin.

CFR—Code of Federal Regulations.

CI—City.

COOP—Cooperative.

Ct.D.—Court Decision.

CY—County.

D—Decedent.

DC—Dummy Corporation.

DE—Donee.

Del. Order—Delegation Order.

DISC—Domestic International Sales Corporation.

DR—Donor.

E—Estate.

EE—Employee.

E.O.—Executive Order.

ER—Employer.

Bulletin No. 2023–21

ERISA—Employee Retirement Income Security Act.

EX—Executor.

F—Fiduciary.

FC—Foreign Country.

FICA—Federal Insurance Contributions Act.

FISC—Foreign International Sales Company.

FPH—Foreign Personal Holding Company.

F.R.—Federal Register.

FUTA—Federal Unemployment Tax Act.

FX—Foreign corporation.

G.C.M.—Chief Counsel’s Memorandum.

GE—Grantee.

GP—General Partner.

GR—Grantor.

IC—Insurance Company.

I.R.B.—Internal Revenue Bulletin.

LE—Lessee.

LP—Limited Partner.

LR—Lessor.

M—Minor.

Nonacq.—Nonacquiescence.

O—Organization.

P—Parent Corporation.

PHC—Personal Holding Company.

PO—Possession of the U.S.

PR—Partner.

PRS—Partnership.

i

PTE—Prohibited Transaction Exemption.

Pub. L.—Public Law.

REIT—Real Estate Investment Trust.

Rev. Proc.—Revenue Procedure.

Rev. Rul.—Revenue Ruling.

S—Subsidiary.

S.P.R.—Statement of Procedural Rules.

Stat.—Statutes at Large.

T—Target Corporation.

T.C.—Tax Court.

T.D.—Treasury Decision.

TFE—Transferee.

TFR—Transferor.

T.I.R.—Technical Information Release.

TP—Taxpayer.

TR—Trust.

TT—Trustee.

U.S.C.—United States Code.

X—Corporation.

Y—Corporation.

Z—Corporation.

May 22, 2023

Numerical Finding List1

Bulletin 2023–21

Announcements:

2023-2, 2023-2 I.R.B. 344

2023-1, 2023-3 I.R.B. 422

2023-3, 2023-5 I.R.B. 447

2023-4, 2023-7 I.R.B. 470

2023-5, 2023-9 I.R.B. 499

2023-6, 2023-9 I.R.B. 501

2023-8, 2023-14 I.R.B. 632

2023-9, 2023-15 I.R.B. 639

2023-10, 2023-16 I.R.B. 663

2023-7, 2023-17 I.R.B. 797

2023-11, 2023-17 I.R.B. 798

2023-12, 2023-17 I.R.B. 799

2023-13, 2023-18 I.R.B. 833

2023-14, 2023-19 I.R.B. 853

2023-16, 2023-20 I.R.B. 854

2023-15, 2023-21 I.R.B. 856

AOD:

2023-1, 2023-10 I.R.B. 502

2023-2, 2023-11 I.R.B. 529

Notices:

2023-4, 2023-2 I.R.B. 321

2023-5, 2023-2 I.R.B. 324

2023-6, 2023-2 I.R.B. 328

2023-8, 2023-2 I.R.B. 341

2023-1, 2023-3 I.R.B. 373

2023-2, 2023-3 I.R.B. 374

2023-3, 2023-3 I.R.B. 388

2023-7, 2023-3 I.R.B. 390

2023-9, 2023-3 I.R.B. 402

2023-10, 2023-3 I.R.B. 403

2023-11, 2023-3 I.R.B. 404

2023-12, 2023-6 I.R.B. 450

2023-13, 2023-6 I.R.B. 454

2023-16, 2023-8 I.R.B. 479

2023-17, 2023-10 I.R.B. 505

2023-18, 2023-10 I.R.B. 508

2023-20, 2023-10 I.R.B. 523

2023-19, 2023-11 I.R.B. 560

2023-21, 2023-11 I.R.B. 563

2023-22, 2023-12 I.R.B. 569

2023-23, 2023-13 I.R.B. 571

2023-24, 2023-13 I.R.B. 571

2023-26, 2023-13 I.R.B. 577

2023-25, 2023-14 I.R.B. 629

2023-27, 2023-15 I.R.B. 634

2023-28, 2023-15 I.R.B. 635

2023-31, 2023-16 I.R.B. 661

2023-30, 2023-17 I.R.B. 766

2023-33, 2023-18 I.R.B. 803

2023-34, 2023-19 I.R.B. 837

2023-36, 2023-21 I.R.B. 855

Proposed Regulations:

REG-100442-22, 2023-3 I.R.B. 423

REG-146537-06, 2023-3 I.R.B. 436

REG-114666-22, 2023-4 I.R.B. 437

REG 122286-18, 2023-11 I.R.B. 565

REG-120653-22, 2023-15 I.R.B. 640

REG-105954-22, 2023-16 I.R.B. 713

REG-120080-22, 2023-16 I.R.B. 746

REG 109309-22, 2023-17 I.R.B. 770

REG 121709-19, 2023-17 I.R.B. 789

REG-124064-19, 2023-17 I.R.B. 789

Revenue Procedures:

2023-1, 2023-1 I.R.B. 1

2023-2, 2023-1 I.R.B. 120

2023-3, 2023-1 I.R.B. 144

2023-4, 2023-1 I.R.B. 162

2023-5, 2023-1 I.R.B. 265

2023-7, 2023-1 I.R.B. 305

2023-8, 2023-3 I.R.B. 407

2023-10, 2023-3 I.R.B. 411

2023-11, 2023-3 I.R.B. 417

2023-14, 2023-6 I.R.B. 466

2023-9, 2023-7 I.R.B. 471

2023-13, 2023-13 I.R.B. 581

2023-17, 2023-13 I.R.B. 604

2023-18, 2023-13 I.R.B. 605

2023-19, 2023-13 I.R.B. 626

2023-20, 2023-15 I.R.B. 636

2023-12, 2023-17 I.R.B. 768

2023-15, 2023-18 I.R.B. 806

2023-21, 2023-19 I.R.B. 837

2023-22, 2023-19 I.R.B. 838

Revenue Rulings:

2023-1, 2023-2 I.R.B. 309

2023-3, 2023-6 I.R.B. 448

2023-4, 2023-9 I.R.B. 480

2023-5, 2023-10 I.R.B. 503

2023-6, 2023-14 I.R.B. 627

2023-7, 2023-15 I.R.B. 633

2023-2, 2023-16 I.R.B. 658

2023-8, 2023-18 I.R.B. 801

2023-9, 2023-19 I.R.B. 835

Treasury Decisions:

9970, 2023-2 I.R.B. 311

9771, 2023-3 I.R.B. 346

9772, 2023-11 I.R.B. 530

9773, 2023-11 I.R.B. 557

A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2022–27 through 2022–52 is in Internal Revenue Bulletin

2022–52, dated December 27, 2022.

1

May 22, 2023

ii

Bulletin No. 2023–21

Finding List of Current Actions on

Previously Published Items1

Bulletin 2023–21

A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2022–27 through 2022–52 is in Internal Revenue Bulletin

2022–52, dated December 27, 2022.

1

Bulletin No. 2023–21

iii

May 22, 2023

Internal Revenue Service

Washington, DC 20224

Official Business

Penalty for Private Use, $300

INTERNAL REVENUE BULLETIN

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