Internal Revenue Bulletin 2022-41 (PDF rendition): IRS Revenue Procedures

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Bulletin No. 2022–41
October 11, 2022
HIGHLIGHTS
OF THIS ISSUE
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, INCOME TAX
Notice 2022-42, page 276.
This Notice announces that the Department of the Trea-
sury and the Internal Revenue Service intend to amend
the regulations under section 901 with respect to the
application of the noncompulsory payment regulations
to certain amended Puerto Rico tax decrees.
Notice 2022-44, page 277.
Optional special per diem rates. This notice provides
the 2022-2023 special per diem rates for taxpayers
to use in substantiating the amount of ordinary and
necessary business expenses incurred while traveling
away from home. The notice includes (1) the special
transportation industry rate, (2) the rate for the inci-
dental expenses only deduction, and (3) the rates and
list of high-cost localities for the high-low substantiation
method.
Rev. Proc. 2022-19, page 282.
This revenue procedure provides taxpayer assistance
procedures, including under § 1362(f) of the Internal
Revenue Code (Code), to allow S corporations and their
shareholders to resolve frequently encountered issues
with certainty and without requesting a private letter rul-
ing (PLR) issued by the Internal Revenue Service (IRS).
Finding Lists begin on page ii.

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 offi-
cial 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 sub-
stantive 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 other-
wise indicated. Procedures relating solely to matters of inter-
nal 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 rul-
ings 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, disbar-
ment 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.
October 11, 2022 Bulletin No. 2022–41

Part III
Application of
Noncompulsory
Payment Regulations to
Amendments of Certain
Puerto Rico Tax Decrees;
Revocation of
Notice 2011-29
Notice 2022-42
SECTION 1. PURPOSE
This Notice announces that the Depart-
ment of the Treasury (Treasury Depart-
ment) and the Internal Revenue Service
(IRS) intend to amend the regulations
under section 901 with respect to the
application of the noncompulsory pay-
ment regulations to certain amended
Puerto Rico tax decrees.
SECTION 2. BACKGROUND
The Treasury Department and the IRS
are aware that certain U.S. taxpayers with
operations in Puerto Rico (including oper-
ations conducted indirectly through sub-
sidiaries or other affiliates) have negoti-
ated long-term tax agreements with Puerto
Rico, known as tax decrees, that provide
more favorable tax treatment than under
the generally applicable Puerto Rico tax
laws. Among other benefits, these tax
decrees provide for reduced rates of tax
levied on U.S. taxpayers and their affili-
ates performing certain activities in Puerto
Rico. However, the tax decrees do not
modify the application of the modified
effectively connected income rules (Mod-
ified ECI Rules) of section 1123(f)(3)(B)
of the Puerto Rico Internal Revenue Code
of 1994, as amended (1994 PR IRC) and
incorporated by reference into the Puerto
Rico Internal Revenue Code of 2011,
as amended (2011 PR IRC), by section
1035.05 of the 2011 PR IRC. The Mod-
ified ECI Rules impose a tax on income
deemed to be earned in connection with
a Puerto Rico trade or business (Modified
ECI Tax). Similarly, the tax decrees do not
modify the application of the excise tax
(Excise Tax) on the acquisition of certain
personal property manufactured or pro-
duced in Puerto Rico and amounts paid for
certain services performed in Puerto Rico
that is imposed by sections 2101 through
2106 of the 1994 PR IRC and incorpo-
rated by reference into the 2011 PR IRC
by section 1035.05 of the 2011 PR IRC.
Notice 2011-29 states that the Excise
Tax raises novel issues that require further
study and that, pending the resolution of
those issues, the IRS will not challenge a
taxpayer’s position that the Excise Tax is
a tax paid in lieu of an income tax under
section 903. Notice 2011-29 further pro-
vides that any change in the foreign tax
credit treatment of the Excise Tax will
apply to Excise Tax paid or accrued after
the date that further guidance is issued.
On December 28, 2021, final regula-
tions were filed with the Federal Regis-
ter, including regulations under Treas.
Reg. §§1.901-2(b)(5) and 1.903-1(c)(1)
(iv). These final regulations provide that
a foreign tax imposed on a nonresident is
a foreign income tax within the meaning
of Treas. Reg. §1.901-2(a)(2) for which a
credit is allowable only if the tax is based
on (1) the nonresident’s activities in the
taxing jurisdiction, (2) income properly
sourced to the taxing jurisdiction, or (3)
the sale or exchange of certain property
located in the taxing jurisdiction. T.D.
9959 (87 FR 276, 339-340, 357-358).
Under the final regulations, the Modified
ECI Tax and the Excise Tax do not con-
stitute foreign income taxes. Therefore, a
credit would not be allowed for those taxes
under section 901. The final regulations
under Treas. Regs. §§1.901-2 and 1.903-1
apply to any Modified ECI Tax and Excise
Tax paid or accrued (depending on the tax-
payer’s method of accounting for foreign
income taxes) in taxable years beginning
on or after January 1, 2023. Treas. Reg.
§§1.901-2(h) and 1.903-1(e).
On June 30, 2022, Act 52-2022 was
enacted into law in Puerto Rico. Act
52-2022 allows taxpayers to amend their
existing tax decrees to replace the exist-
ing income tax and royalty withholding
tax framework with a new income tax and
royalty withholding tax framework. If a
taxpayer elects to amend an existing tax
decree, the remaining term of the amended
tax decree is extended by 15 years. Tax-
payers that opt to amend their existing tax
decrees pursuant to Act 52-2022 are no
longer subject to the Modified ECI Tax
and the Excise Tax. In certain cases, the
decision to amend an existing tax decree
pursuant to Act 52-2022 may result in a
U.S. taxpayer and/or one or more of its
affiliates owing a greater total amount of
tax to Puerto Rico than would be owed
absent the amendment. However, the
terms of the amended tax decrees are
expected to result in taxes imposed at
rates lower than those under the generally
applicable Puerto Rico income tax laws
absent any decree.
Treas. Reg. §1.901-2(e)(5)(i) provides
that an amount remitted to a foreign coun-
try is not a compulsory payment, and thus
is not an amount of foreign income tax
paid, to the extent that the amount remit-
ted exceeds the amount of the taxpayer’s
liability for foreign income tax under the
foreign tax law (the “noncompulsory pay-
ment regulations”).
Treas. Reg. §1.901-2(e)(5)(iii)(A)
provides that where foreign tax law pro-
vides a taxpayer with options or elec-
tions in computing its liability for foreign
income tax whereby a taxpayer’s foreign
income tax liability may be permanently
decreased in the aggregate over time, the
taxpayer’s failure to use such options or
elections results in a foreign payment in
excess of the taxpayer’s liability for for-
eign income tax.
SECTION 3. APPLICATION OF
NONCOMPULSORY PAYMENT
REGULATIONS TO AMENDED
PUERTO RICO TAX DECREES
The Treasury Department and the IRS
are aware that questions have arisen as to
whether a decision to amend an existing
tax decree pursuant to Act 52-2022 will
cause any amount remitted to Puerto Rico
in excess of the amount of tax that would
have been owed but for amending the
existing tax decree to be considered a non-
compulsory payment under §1.901-2(e)
(5), and therefore not an amount of for-
eign income tax paid or accrued for which
a credit is allowed under section 901.
October 11, 2022 276 Bulletin No. 2022–41

To facilitate Puerto Rico’s transition
to Act 52-2022, and given Puerto Rico’s
status as a territory of the United States,
the Treasury Department and the IRS have
determined it is necessary and appropriate
to provide guidance on the application
of Treas. Reg. §1.901-2(e)(5) to amounts
remitted to Puerto Rico under the terms
of a tax decree amended pursuant to Act
52-2022 on or before December 31, 2022.
Therefore, the Treasury Department and
the IRS intend to issue regulations under
section 901 (the “forthcoming proposed
regulations”) to provide that amending an
existing tax decree with Puerto Rico pur-
suant to Act 52-2022, on or before Decem-
ber 31, 2022, does not cause any amount
of foreign income tax paid or accrued to
Puerto Rico pursuant to the amended tax
decree to be treated as a noncompulsory
amount under Treas. Reg. §1.901-2(e)(5).
Under the forthcoming proposed regu-
lations, amending an existing tax decree
pursuant to Act 52-2022 (as enacted on
June 30, 2022) will not, solely by rea-
son of any difference in the amount of
income tax liability to Puerto Rico under
the existing tax decree as compared with
the amended tax decree, be considered to
increase the taxpayer’s liability for Puerto
Rico income tax over time for purposes
of Treas. Reg. §1.901-2(e)(5) if the exist-
ing tax decree is amended pursuant to Act
52-2022 on or before December 31, 2022,
and the taxpayer’s Puerto Rico income tax
liability under the amended tax decree in
each taxable year is less than the amount
of income tax the taxpayer would have
owed to Puerto Rico under Puerto Rico’s
generally applicable income tax laws in
the absence of any tax decree in the tax-
able year. No inference as to the applica-
tion of the noncompulsory payment reg-
ulations in any other context should be
drawn from this Notice.
SECTION 4. TAXPAYER
RELIANCE
The forthcoming proposed regulations
will provide that the rules set forth in sec-
tion 3 of this Notice apply to taxable years
ending on or after October 11, 2022. Until
the date of issuance of the forthcoming
proposed regulations, taxpayers may rely
on the rules set forth in section 3 of this
Notice.
SECTION 5. REQUEST FOR
COMMENTS AND CONTACT
INFORMATION
The Treasury Department and the
IRS invite comments on the forthcom-
ing proposed regulations. Commenters
are strongly encouraged to submit pub-
lic comments electronically. Comments
should include a reference to Notice 2022-
42. Submit electronic submissions via the
Federal eRulemaking Portal at www.reg-
ulations.gov (type IRS-2022-0015 in the
search field on the regulations.gov home-
page to find this Notice and submit com-
ments). Send paper submissions to the
Office of Associate Chief Counsel (Inter-
national), Attention: Andrew Naughton,
Internal Revenue Service, IR-4549B, 1111
Constitution Avenue, NW, Washington,
DC 20224. Once submitted, comments
cannot be edited or withdrawn. For further
information regarding this Notice, contact
Andrew Naughton of the Office of Associ-
ate Chief Counsel (International) at (202)
317-5356 (not a toll-free call). Written or
electronic comments must be received by
January 9, 2023.
SECTION 6. EFFECT ON OTHER
DOCUMENTS
Notice 2011-29 is revoked, effective
for Excise Tax paid or accrued in taxable
years beginning on or after January 1,
2023.
2022-2023 Special Per
Diem Rates
Notice 2022-44
SECTION 1. PURPOSE
This annual notice provides the 2022-
2023 special per diem rates for taxpay-
ers to use in substantiating the amount of
ordinary and necessary business expenses
incurred while traveling away from home,
specifically (1) the special transportation
industry meal and incidental expenses
(M&IE) rates, (2) the rate for the inciden-
tal expenses only deduction, and (3) the
rates and list of high-cost localities for
purposes of the high-low substantiation
method.
SECTION 2. BACKGROUND
Rev. Proc. 2019-48, 2019-51 I.R.B.
1392 (or successor), provides rules for
using a per diem rate to substantiate, under
§ 274(d) of the Internal Revenue Code and
§ 1.274-5 of the Income Tax Regulations,
the amount of ordinary and necessary
business expenses paid or incurred while
traveling away from home. Taxpayers
using the rates and list of high-cost local-
ities provided in this notice must comply
with Rev. Proc. 2019-48 (or successor).
Notice 2021-52, 2021-38 I.R.B. 381, pro-
vides the rates and list of high-cost local-
ities for the period October 1, 2021, to
September 30, 2022.
SECTION 3. SPECIAL M&IE RATES
FOR TRANSPORTATION INDUSTRY
The special M&IE rates for taxpayers
in the transportation industry are $69 for
any locality of travel in the continental
United States (CONUS) and $74 for any
locality of travel outside the continental
United States (OCONUS). See section
4.04 of Rev. Proc. 2019-48 (or successor).
SECTION 4. RATE FOR INCIDENTAL
EXPENSES ONLY DEDUCTION
The rate for any CONUS or OCO-
NUS locality of travel for the incidental
expenses only deduction is $5 per day.
See section 4.05 of Rev. Proc. 2019-48 (or
successor).
SECTION 5. HIGH-LOW
SUBSTANTIATION METHOD
1. Annual high-low rates. For purposes
of the high-low substantiation method, the
per diem rates in lieu of the rates described
in Notice 2021-52 (the per diem substan-
tiation method) are $297 for travel to any
high-cost locality and $204 for travel to
any other locality within CONUS. The
amount of the $297 high rate and $204
low rate that is treated as paid for meals
for purposes of § 274(n) is $74 for travel
to any high-cost locality and $64 for travel
to any other locality within CONUS. See
section 5.02 of Rev. Proc. 2019-48 (or
Bulletin No. 2022–41 277 October 11, 2022

October 11, 2022 278 Bulletin No. 2022–41
successor). The per diem rates in lieu of
the rates described in Notice 2021-52 (the
meal and incidental expenses only sub-
stantiation method) are $74 for travel to
any high-cost locality and $64 for travel to
any other locality within CONUS.
2. High-cost localities. The following
localities have a federal per diem rate of
$250 or more, and are high-cost localities
for the specified portion of the calendar
year:
Key City
County or Other
Defined Location
Portion of Calendar Year
Alabama
Gulf ShoresBaldwinJune 1 – July 31
Arizona
Phoenix/ScottsdaleMaricopaFebruary 1 – March 31
SedonaCity limits of SedonaOctober 1 – September 30
California
Los AngelesLos Angeles, Orange, and Ventura, and
Edwards AFB, but not Santa Monica
October 1 - October 31 and January 1 - September 30
Mill Valley/San Rafael/NovatoMarinOctober 1 – October 31 and June 1 – September 30
Monterey MontereyJune 1 – August 31
NapaNapaOctober 1 –September 30
OaklandAlamedaOctober 1 – September 30
San DiegoSan DiegoFebruary 1 – August 31
San FranciscoSan FranciscoOctober 1 – September 30
San Luis ObispoSan Luis ObispoJune 1 – August 31
San Mateo/Foster City/BelmontSan MateoOctober 1 – September 30
Santa BarbaraSanta BarbaraOctober 1 – September 30
Santa MonicaCity limits of Santa MonicaOctober 1 – September 30
Sunnyvale/Palo Alto/San JoseSanta ClaraOctober 1 – September 30
Colorado
AspenPitkinOctober 1 – March 31 and
June 1 – September 30
Denver/AuroraDenver, Adams, Arapahoe, and
Jefferson
October 1 – October 31 and April 1 – September 30
DurangoLa PlataJune 1 – September 30
Grand LakeGrandDecember 1 – March 31
Silverthorne/BreckenridgeSummitOctober 1 – March 31 and
June 1 – September 30
Steamboat SpringsRouttDecember 1 – March 31
TellurideSan MiguelOctober 1 – September 30
VailEagleOctober 1 – September 30
Delaware
LewesSussexJuly 1 – August 31
District of Columbia
Washington D.C. (also the cities of Alexandria, Falls Church, and Fairfax, and the
counties of Arlington and Fairfax, in Virginia; and the counties of Montgomery
and Prince George's in Maryland) (See also Maryland and Virginia)
October 1 – September 30

Bulletin No. 2022–41 279 October 11, 2022
Key City
County or Other
Defined Location
Portion of Calendar Year
Florida
Boca Raton/Delray Beach/JupiterPalm Beach and HendryDecember 1 – April 30
BradentonManateeFebruary 1 – March 31
Cocoa BeachBrevardFebruary 1 – March 31
Fort LauderdaleBrowardOctober 1 – April 30
Fort MyersLee February 1 – March 31
Fort Walton Beach/DeFuniak
Springs
Okaloosa and WaltonOctober 1 – October 31
March 1 – September 30
Gulf BreezeSanta RosaJune 1 – July 31
Key WestMonroeOctober 1 – September 30
MiamiMiami-DadeDecember 1 – March 31
NaplesCollierDecember 1 – April 30
Panama CityBayJune 1 – July 31
PensacolaEscambiaJune 1 – July 31
Punta GordaCharlotteFebruary 1 – March 31
SarasotaSarasotaFebruary 1 – April 30
SebringHighlandsFebruary 1 – March 31
StuartMartinFebruary 1 – March 31
Vero BeachIndian RiverDecember 1 – April 30
Georgia
Jekyll Island/ BrunswickGlynnMarch 1 – July 31
Idaho
Sun Valley/KetchumBlaine and ElmoreDecember 1 – March 31 and
June 1 – September 30
Illinois
ChicagoCook and LakeOctober 1 – November 30 and April 1 – September 30
Maine
Bar Harbor/ RockportHancock and KnoxOctober 1 – October 31 and July 1 – September 30
Kennebunk/Kittery/SanfordYork July 1 – August 31
PortlandCumberland and SagadahocJuly 1 – August 31
Maryland
Ocean City WorcesterJuly 1 – August 31
Washington, DC Metropolitan
Area
Montgomery and Prince George’sOctober 1 – September 30
Massachusetts
Boston/CambridgeSuffolk and City of CambridgeOctober 1 – September 30
FalmouthCity limits of FalmouthMay 1 – August 31
Hyannis Barnstable less the city of FalmouthJuly 1 – August 31
Martha's VineyardDukesOctober 1 – September 30
NantucketNantucketOctober 1 –September 30
Michigan
Mackinac IslandMackinacJuly 1 – August 31
PetoskeyEmmetJuly 1 – August 31
Traverse CityGrand Traverse July 1 – August 31

October 11, 2022 280 Bulletin No. 2022–41
Key City
County or Other
Defined Location
Portion of Calendar Year
Minnesota
DuluthSt. LouisOctober 1 – October 31 and
June 1 – September 30
Montana
Big Sky/West Yellowstone/
Gardiner
Gallatin and ParkJune 1 – September 30
Kalispell/WhitefishFlatheadJuly 1 – August 31
New Mexico
CarlsbadEddyOctober 1 – September 30
New Jersey
Toms RiverOceanJuly 1 – August 31
New York
Glens FallsWarrenJuly 1 – August 31
Lake PlacidEssexJuly 1 – August 31
New York City Bronx, Kings, New York, Queens, and
Richmond
October 1 – December 31 and March 1 –
September 30
North Carolina
Kill Devil HillsDareApril 1 – September 30
Oregon
Lincoln CityLincolnJuly 1 – August 31
PortlandMultnomahOctober 1 – October 31 and June 1 – September 30
SeasideClatsopJuly 1 – August 31
Pennsylvania
HersheyHersheyJune 1 – August 31
PhiladelphiaPhiladelphiaOctober 1 – November 30, March 1 – June 30, and
September 1 – September 30
Rhode Island
Jamestown/Middletown/NewportNewportOctober 1 – October 31 and
June 1 – September 30
South Carolina
CharlestonCharleston, Berkeley, and DorchesterOctober 1 –September 30
Hilton HeadBeaufortJune 1 – August 31
Myrtle BeachHorryJune 1 – August 31
Tennessee
NashvilleDavidsonOctober 1 – September 30
Utah
MoabGrandOctober 1 – October 31 and
March 1 – September 30
Park CitySummitOctober 1 – September 30
Virginia
Virginia BeachCity of Virginia BeachJune 1 – August 31
Wallops IslandAccomackJuly 1 – August 31
Washington, DC Metro AreaCities of Alexandria, Falls Church,
and Fairfax; Counties of Arlington and
Fairfax
October 1 – September 30

Bulletin No. 2022–41 281 October 11, 2022
Key City
County or Other
Defined Location
Portion of Calendar Year
Vermont
ManchesterBenningtonOctober 1 – September 30
Washington
Port Angeles/Port TownsendClallam and JeffersonJuly 1 – August 31
SeattleKingOctober 1 – September 30
VancouverClark, Cowlitz, and SkamaniaOctober 1 – October 31 and June 1 – September 30
Wyoming
CodyParkJune 1 – September 30
Jackson/PinedaleTeton and SubletteOctober 1 – September 30
3. Changes in high-cost localities. The
list of high-cost localities in this notice
differs from the list of high-cost localities
in section 5 of Notice 2021-52.
a. The following localities have been
added to the list of high-cost locali-
ties: Gulf Shores, Alabama; Phoe-
nix/Scottsdale, Arizona; San Luis
Obispo, California; Durango, Colo-
rado; Steamboat Springs, Colorado;
Bradenton, Florida; Cocoa Beach,
Florida; Gulf Breeze, Florida; Pan-
ama City, Florida; Pensacola, Flor-
ida; Punta Gorda, Florida; Sarasota,
Florida; Sebring, Florida; Stuart,
Florida; Sun Valley/Ketchum, Idaho;
Portland, Maine; Mackinac Island,
Michigan; Duluth, Minnesota; Kalis-
pell/Whitefish, Montana; Toms River,
New Jersey; Glens Falls, New York;
Kill Devil Hills, North Carolina; Lin-
coln City, Oregon; Myrtle Beach,
South Carolina; Moab, Utah; Man-
chester, Vermont; Port Angeles/Port
Townsend, Washington.
b. The following localities have changed
the portion of the year in which it is a
high-cost locality: Sedona, Arizona;
Napa, California; San Diego, Cali-
fornia; Silverthorne/Breckenridge,
Colorado; Fort Lauderdale, Flor-
ida; Fort Walton Beach/De Funiak
Springs, Florida; Key West, Flor-
ida; Bar Harbor/Rockport, Maine;
Falmouth, Massachusetts; Martha’s
Vineyard, Massachusetts; Nantucket,
Massachusetts; Jamestown/Middle-
ton/Newport, Rhode Island; Charles-
ton, South Carolina; Park City, Utah;
Jackson/Pinedale, Wyoming.
c. The following locality has been
removed from the list of high-cost
localities: Crested Butte/Gunnison,
Colorado.
SECTION 6. EFFECTIVE DATE
This notice is effective for per diem
allowances for lodging, meal and inci-
dental expenses, or for meal and inci-
dental expenses only, that are paid to any
employee on or after October 1, 2022, for
travel away from home on or after October
1, 2022. For purposes of computing the
amount allowable as a deduction for travel
away from home, this notice is effective
for meal and incidental expenses or for
incidental expenses only paid or incurred
on or after October 1, 2022. See sections
4.06 and 5.04 of Rev. Proc. 2019-48 (or
successor) for transition rules for the last
3 months of calendar year 2022.
SECTION 7. EFFECT ON OTHER
DOCUMENTS
Notice 2021-52 is superseded.
DRAFTING INFORMATION
The principal author of this notice is
Knolan Smith of the Office of Associate
Chief Counsel (Income Tax & Account-
ing). For further information regarding
this notice contact Mr. Smith at (202) 317-
7005 (not a toll-free number).

October 11, 2022 282 Bulletin No. 2022–41
26 CFR 601.105: Examination of returns and claims for refund, credit or abatement; determination of correct tax liability.
(Also Part I, §§ 368, 1361, 1362, 6001, 6037, 6062, 7701; 1.1361-1, 1.1361-3, 1.1361-5, 1.1362-4, 1.1362-6, 1.1378-1, 1.6001-1, 1.6037-1, 301.9100-3)
Rev. Proc. 2022-19
TABLE OF CONTENTS
SECTION 1. WHAT ARE THE PURPOSES OF THIS REVENUE PROCEDURE? ................................283
SECTION 2. BACKGROUND ............................................................................283
.01 Overview of S Corporations and QSubs ....................................................................283
.02 Section 1362(f) Relief for Inadvertent Invalid Elections or Terminations ..........................................284
.03 Six Areas for Which Issues are Resolvable Without a PLR .....................................................284
SECTION 3. TAXPAYER ASSISTANCE PROCEDURES FOR ADDRESSING OR CORRECTING ISSUES
REGARDING S ELECTIONS AND QSUB ELECTIONS .....................................................286
.01 Agreements and Arrangements with No Principal Purpose to Circumvent One Class of Stock Requirement ..............286
.02 Governing Provisions That Provide for Identical Distribution and Liquidation Rights ...............................286
.03 Procedures for Addressing Missing Shareholder Consents, Errors with Regard to a Permitted Year,
Missing Officer’s Signature, and Other Inadvertent Errors and Omissions ............................................286
.04 Procedures for Verifying S Elections or QSub Elections .......................................................287
.05 Procedures for Addressing a Federal Income Tax Return Filing Inconsistent with an S Election or a QSub Election ........287
.06 Procedures for Retroactively Correcting One or More Non-Identical Governing Provisions ...........................287
SECTION 4. NO RULE AREAS TO TAKE INTO ACCOUNT THIS REVENUE PROCEDURE .....................289
.01 Areas in Which PLRs Will Not Be Issued ..................................................................289
.02 Areas in Which a PLR Will Not Ordinarily Be Issued .........................................................289
SECTION 5. EFFECTIVE DATES .........................................................................290
.01 General Effective Date
.................................................................................290
.02 Transition Rule for Pending PLR Requests .................................................................290
SECTION 6. EFFECT ON OTHER DOCUMENTS ..........................................................290
.01 Rev. Proc. 2013-30 ....................................................................................290
.02 Rev. Proc. 2022-1 .....................................................................................290
.03 Rev. Proc. 2022-3 .....................................................................................290
SECTION 7. PAPERWORK REDUCTION ACT AND TAXPAYER BURDEN REDUCTION .......................290
SECTION 8. DRAFTING INFORMATION AND PRIMARY CONTACT FOR QUESTIONS .......................291

Bulletin No. 2022–41 283 October 11, 2022
APPENDIX A. SAMPLE CORPORATE GOVERNING PROVISION STATEMENT PURSUANT TO
REV. PROC. 2022-19, SECTION 3.06(2)(c)(ii) ...............................................................292
APPENDIX B. SAMPLE SHAREHOLDER STATEMENT PURSUANT TO REV. PROC. 2022-19,
SECTION 3.06(2)(c)(iii) ..................................................................................295
SECTION 1. WHAT ARE THE
PURPOSES OF THIS REVENUE
PROCEDURE?
This revenue procedure provides tax-
payer assistance procedures, including
under § 1362(f) of the Internal Revenue
Code (Code), to allow S corporations and
their shareholders to resolve frequently
encountered issues with certainty and
without requesting a private letter rul-
ing (PLR) issued by the Internal Reve-
nue Service (IRS). The issues addressed
by the taxpayer assistance procedures
set forth in sections 3.01 through 3.05
of this revenue procedure are issues that
the IRS historically has identified as not
affecting the validity or continuation of a
corporation’s election under § 1362(a) of
the Code to be treated as an S corporation
(S election); or an S corporation’s election
under § 1361(b)(3)(B)(ii) of the Code to
treat its corporate subsidiary as a qual-
ified subchapter S subsidiary (a QSub,
and the election a QSub election). Section
3.06 of this revenue procedure provides
retroactive corrective relief procedures
under section 1362(f) in certain circum-
stances to allow taxpayers to retroactively
preserve S elections that are invalid or
terminated solely as the result of one or
more non-identical governing provisions
(as defined in section 2.03(6)(a) of this
revenue procedure). The Department of
the Treasury (Treasury Department) and
the IRS have provided these taxpayer
assistance procedures to (1) reduce bur-
dens on taxpayers and the IRS, (2) facil-
itate increased taxpayer compliance with
S election and QSub election rules, and
(3) reduce costs and delays for complet-
ing transactions involving S corporations
and QSubs. Appendix A (Sample Corpo-
rate Governing Provision Statement) and
Appendix B (Sample Shareholder State-
ment) are provided to assist corporations
and their shareholders in complying with
the taxpayer assistance procedures in
section 3 of this revenue procedure. In
connection with these taxpayer assistance
procedures, section 4 of this revenue pro-
cedure provides areas in which the IRS
will not rule, or will not ordinarily rule,
regarding the validity or continuation of
an S election or a QSub election.
SECTION 2. BACKGROUND
.01 Overview of S Corporations and
QSubs.
(1) Definition of S corporation. Sec-
tion 1361(a)(1) defines an “S corpora-
tion,” with respect to any taxable year, as
a small business corporation for which an
S election, under § 1362(a), is in effect for
that year.
(2) Definition of small business cor-
poration. Section 1361(b)(1) defines a
“small business corporation” as a domes-
tic corporation that is not an ineligible
corporation (defined in § 1361(b)(2)) and
that does not (A) have more than 100
shareholders, (B) have as a shareholder
a person (other than an estate, a trust
described in § 1361(c)(2), or an organiza-
tion described in § 1361(c)(6)) who is not
an individual, (C) have a nonresident alien
as a shareholder, and (D) have more than
1 class of stock.
(3) Definition of QSub. Section 1361(b)
(3)(B) defines a “QSub” as a domestic
corporation that is not an ineligible corpo-
ration if (i) an S corporation (parent S cor-
poration) holds 100 percent of the stock of
the corporation, and (ii) that parent S cor-
poration elects to treat the subsidiary as a
QSub.
(4) S election. Section 1.1362-6(a)
(2) of the Income Tax Regulations sets
forth procedural requirements pursuant to
which a small business corporation makes
an S election. Among those requirements,
the small business corporation must timely
file a completed Form 2553, Election by
a Small Business Corporation. See Rev.
Proc. 2013-30, 2013-36 I.R.B. 173 (pro-
viding a simplified method for taxpayers
to request relief for late S elections).
(5) QSub election
. Section 1.1361-3(a)
and Notice 2000-58, 2000-2 C.B. 491, set
forth procedural requirements for a par-
ent S corporation to elect to treat one or
more of its eligible subsidiaries as a QSub.
Among those requirements, the parent
S corporation must timely file a com-
pleted Form 8869, Qualified Subchapter S
Subsidiary Election. See Rev. Proc. 2013-
30 (providing a simplified method for
taxpayers to request relief for late QSub
elections).
(6) Ineffective or terminated S election.
If a corporation is not eligible to elect to be
taxed under subchapter S of the Code (for
example, the corporation is not a small
business corporation under § 1361(b)(1)),
then the corporation’s S election never
becomes effective. If a corporation makes
a valid S election, generally its status as
an S corporation (i) can be terminated by
revocation of the election, and (ii) will be
terminated (A) whenever the corporation
ceases to be a small business corporation,
or (B) whenever the passive investment
income of the corporation exceeds 25
percent of gross receipts for three con-
secutive taxable years and the corporation
has accumulated earnings and profits at
the close of each of the three consecutive
years. See generally § 1362(d).
(7) Ineffective or terminated QSub
election. If a parent S corporation cannot
make an effective QSub election because
the subsidiary corporation is not eligible
to be taxed as a QSub (for example, the
required consent on Form 8869 is miss-
ing), then that corporation’s QSub elec-
tion never becomes effective. If a parent S
corporation makes a valid QSub election
for its subsidiary, generally the subsid-
iary’s status as a QSub (i) can be termi-
nated by revocation of the election, and
(ii) will be terminated if (A) the S election
of its parent S corporation is terminated,
or (B) the subsidiary ceases to qualify as
a QSub under § 1361(b)(3)(B). See gener-
ally § 1.1361-5(a)(1). In addition, a QSub
election for a subsidiary terminates if the

October 11, 2022 284 Bulletin No. 2022–41
parent S corporation transfers 100 percent
of the QSub stock, whether by sale or
reorganization under § 368(a)(1)(A), (C),
or (D) of the Code, to another S corpora-
tion in a transaction that does not qualify
as a reorganization under § 368(a)(1)(F).
See Rev. Rul. 2004-85, 2004-2 C.B. 189
(Situation 2).
.02 Section 1362(f) Relief for Inadver-
tent Invalid Elections or Terminations.
(1) Overview. Section 1362(f) pro-
vides that if an S election under § 1362(a)
or a QSub election under § 1361(b)(3)
(B)(ii) by any corporation either (A)
was not effective for the taxable year for
which made (determined without regard
to § 1362(b)(2)) by reason of a failure
to meet the requirements of § 1361(b)
or to obtain shareholder consents, or (B)
was terminated under § 1362(d)(2) or
(3) or § 1361(b)(3)(C), then, notwith-
standing the circumstances resulting in
that ineffectiveness or termination, that
corporation will be treated as an S cor-
poration or a QSub, as the case may be,
during the period specified by the Secre-
tary (as defined in § 7701(a)(11)(B) of the
Code) if the three requirements set forth
in § 1362(f)(2) through (4) are satisfied.
First, the Secretary must determine that
the circumstances resulting in the ineffec-
tiveness or termination were inadvertent.
See § 1362(f)(2). Second, no later than a
reasonable period of time after discov-
ery of the circumstances resulting in that
ineffectiveness or termination, steps were
taken either (A) so that the corporation
for which the election was made or the
termination occurred is an S corporation
or a QSub, as the case may be, or (B) to
acquire the required shareholder consents.
See § 1362(f)(3). Third, the corporation
for which the election was made or the
termination occurred, and each person
who was a shareholder in that corporation
at any time during the period specified
pursuant to § 1362(f), agrees to make such
adjustments (consistent with the treatment
of that corporation as an S corporation or
a QSub, as the case may be) as may be
required by the Secretary with respect to
that period. See
§ 1362(f)(4).
(2) Legislative history. In enacting
§ 1362(f), Congress stated that, “[i]f the
[IRS] determines that a corporation’s sub-
chapter S election is inadvertently termi-
nated, the [IRS] can waive the effect of the
terminating event for any period if the cor-
poration timely corrects the event and if
the corporation and the shareholders agree
to be treated as if the election had been
in effect for such period.” S. Rep. No.
97-640, at 12 (Sept. 29, 1982). Congress
“intend[ed] that the [IRS] be reasonable
in granting waivers, so that corporations
whose subchapter S eligibility require-
ments have been inadvertently violated do
not suffer the tax consequences of a ter-
mination if no tax avoidance would result
from the continued subchapter S treat-
ment. In granting a waiver, [Congress]
hoped that taxpayers and the government
will work out agreements that protect the
revenues without undue hardship to tax-
payers.” Id.
(3) Section 1362(f) regulations. Sec-
tion 1.1362-4(c) provides that a corpo-
ration may request invalid election or
inadvertent termination relief by submit-
ting a request for a PLR. See generally
Rev. Proc. 2022-1, 2022-1 I.R.B. 1 (or
any successor revenue procedure) (pro-
viding general instructions for requesting
PLRs and determination letters). Section
1.1362-4(d) provides that the Commis-
sioner may condition the granting of a
PLR request on any adjustments that are
appropriate. Section 1.1362-4(e) requires
that the corporation and all persons who
were shareholders of the corporation at
any time during the time specified by the
Commissioner consent to any adjustments
that the Commissioner may require. Sec-
tion 1.1362-4(f) provides that the status of
a corporation after the terminating event
or invalid election, and before the deter-
mination of inadvertence, is determined
by the IRS. Inadvertent termination or
inadvertent invalid election relief may be
granted by the IRS retroactively (i) for
all years for which the terminating event
or circumstance giving rise to invalidity
is effective, or (ii) only for the period in
which the corporation became eligible for
S corporation or QSub treatment.
(4) Frequent PLR requests for relief
under section 1362(f). The Associate
Chief Counsel (Passthroughs and Special
Industries) frequently receives requests
for PLRs seeking relief under § 1362(f)
to address a potential inadvertent invalid
election or termination. For example, the
Associate Chief Counsel (Passthroughs
and Special Industries) receives PLR
requests seeking confirmation that specific
agreements, distributions to shareholders,
minor errors in filing elections, missing or
lost confirmations, or inconsistent return
filings do not invalidate an S corporation’s
election or terminate the corporation’s sta-
tus as an S corporation.
.03 Six Areas for Which Issues are
Resolvable Without a PLR. Sections
2.03(1) through 2.03(6) of this revenue
procedure describe the six areas for which
issues are resolvable without a PLR, and
for which this revenue procedure pro-
vides taxpayer assistance procedures.
With regard to the sixth area described
in 2.03(6) of this revenue procedure
(addressing potential retroactive correc-
tion of non-identical governing provi-
sions), the validity or continuation of a
corporation’s S election is not affected in
certain circumstances only if the corpo-
ration and its applicable shareholders (as
defined in section 3.06(1)(a) of this reve-
nue procedure) meet the requirements of
section 3.06 of this revenue procedure.
(1) One class of stock requirement and
governing provisions, including “princi-
pal purpose” conditions.
(a) Overview
. Pursuant to § 1361(b)
(1)(D) and § 1.1361-1(l)(1), a corporation
that has more than one class of stock does
not qualify as a small business corporation.
Section 1.1361-1(l)(1) provides generally
that a corporation is treated as having only
one class of stock if all outstanding shares
of stock confer identical rights to distribu-
tion and liquidation proceeds.
(b) Governing provisions. Sec-
tion 1.1361-1(l)(2)(i) provides that the
determination of whether all outstanding
shares of stock confer identical rights to
distribution and liquidation proceeds is
made based on the corporate charter, arti-
cles of incorporation, bylaws, applicable
State law, and binding agreements relating
to distribution and liquidation proceeds
(collectively, governing provisions). A
commercial contractual agreement is not a
binding agreement relating to distribution
and liquidation proceeds, and therefore is
not a governing provision, unless a princi-
pal purpose of the agreement is to circum-
vent the one class of stock requirement.
See
§ 1.1361-1(l)(2)(i).
(c) Other agreements and arrange-
ments. The Income Tax Regulations iden-
tify a number of other agreements and

Bulletin No. 2022–41 285 October 11, 2022
arrangements between or among an S
corporation and its shareholders that may
or may not be treated as second classes of
stock depending in part on whether a prin-
cipal purpose of the agreement or arrange-
ment was to circumvent the one class of
stock requirement or otherwise alter share-
holders’ rights to distribution and liquida-
tion proceeds. See § 1.1361-1(l)(2)(iii)(A)
(buy-sell agreements among shareholders,
agreements restricting the transferability
of stock, and redemption agreements),
§ 1.1361-1(l)(4)(ii)(A) (special rules for
instruments, obligations, or arrangements
treated as equity under general principles
of Federal tax law), § 1.1361-1(l)(4)(ii)
(B)(1) (short-term unwritten advances that
fail the safe harbor described in § 1.1361-
1(l)(4)(ii)(B)(1)), and § 1.1361-1(l)(4)(ii)
(B)(2) (obligations of the same class that
are considered equity under general prin-
ciples of Federal tax law but fail the safe
harbor described in § 1.1361-1(l)(4)(ii)
(B)(2)). See section 3.01 of this revenue
procedure (providing that the IRS will not
treat taxpayers who have entered into the
agreements or arrangements described in
this section 2.03(1)(c) as violating the one
class of stock requirement of § 1361(b)(1)
(D) so long as there was no principal pur-
pose to use the agreement or arrangement
as a means to circumvent the one class of
stock requirement).
(2) Disproportionate distributions. A
“disproportionate distribution” is any dis-
tribution (including an actual distribution,
a constructive distribution, or a deemed
distribution) of property by a corporation
with respect to shares of its stock that
differs in timing or amount from the dis-
tribution with respect to any other shares
of its stock. See § 1.1361-1(l)(1) and (2).
Section 1.1361-1(l)(2)(i) provides that,
“[a]lthough a corporation is not treated
as having more than one class of stock so
long as the governing provisions provide
for identical distribution and liquidation
rights, any distributions (including actual,
constructive, or deemed distributions) that
differ in timing or amount are to be given
appropriate tax effect in accordance with
the facts and circumstances.” Despite this
regulation providing that “a corporation
is not treated as having more than one
class of stock so long as the governing
provisions provide for identical distri-
bution and liquidation rights,” taxpayers
and practitioners have indicated concern
with the language of § 1.1361-1(l)(2)(i).
The articulated concern is that the word
“although” in combination with the sub-
sequent language requiring that certain
disproportionate distributions “be given
appropriate tax effect” creates uncertainty
as to whether an S corporation has created
a second class of stock – even though the
governing provisions provide identical
distribution and liquidation rights with
respect to each share. Practitioners sug-
gest that the language in § 1.1361-1(l)(2)
(i) could be clarified by removing the word
“[a]lthough” and point to inconsistency in
PLRs in the treatment of disproportionate
distributions. See section 3.02 of this reve-
nue procedure (providing that the IRS will
not treat any disproportionate distribu-
tions by a corporation as violating the one
class of stock requirement of § 1361(b)(1)
(D) so long as the corporation’s governing
provisions provide for identical distribu-
tion and liquidation rights).
(3) Certain inadvertent errors or omis-
sions on Form 2553 or Form 8869. An
inadvertent error or omission on Form
2553 or Form 8869 does not invalidate
an S election or a QSub election, unless
the error or omission is with respect to a
shareholder consent, a selection of a per-
mitted year (as defined in § 1378(b) and
§ 1.1378-1(b)), or an officer’s signature.
See generally § 1362(a)(2) (an S election
is valid “only if all persons who are share-
holders in such corporation on the day on
which such election is made consent to
such election”), § 1.1378-1 (requiring that
the taxable year of an S corporation must
be a permitted year, which is defined to
include a calendar year or any other taxable
year for which the corporation establishes
a business purpose to the satisfaction of
the Commissioner), and § 1.1361-3(a)(2)
(a QSub election form must be signed by
a person authorized to sign the S corpora-
tion’s return). See section 3.03 of this rev-
enue procedure (providing procedures for
a taxpayer to correct, without the receipt
of a PLR, an error, an omission, or a miss-
ing required consent on a Form 2553 or
Form 8869).
(4) Missing administrative acceptance
letter for S election or QSub election. Gen-
erally, within 90 days after the IRS receives
a corporation’s Form 2553, the IRS mails
a CP261 Notice as an acknowledgment to
the corporation that the IRS has accepted
the corporation’s filing. For QSub elec-
tions filed on Form 8869, the IRS mails
a CP279 Notice to the filer and a CP279A
Notice to the subsidiary, generally within
60 days after the IRS accepts the QSub
election. A lack of written acknowledge-
ment that the IRS has accepted the corpo-
ration’s S election or its subsidiary’s QSub
election (for example, because it was lost
or never received) creates uncertainty for
some taxpayers about the validity of the
election. However, neither subchapter S of
the Code nor the Income Tax Regulations
thereunder provide that a lack of posses-
sion of a CP261 Notice, CP279 Notice, or
CP279A Notice affects the validity of an S
election or a QSub election, respectively.
Rather, such notices are merely adminis-
trative acknowledgments of an effective
election that can be reproduced upon the
taxpayer’s request. See section 3.04 of this
revenue procedure (providing procedures
to replace a missing CP261 Notice, CP279
Notice, or CP279A Notice).
(5) A Federal income tax return filing
inconsistent with an S election or a QSub
election. Occasionally, a corporation files
a Federal income tax return that is incon-
sistent with the corporation’s status as
an S corporation or a QSub (for exam-
ple, an S corporation files a Form 1065,
U.S. Return of Partnership Income, or
Form 1120, U.S. Corporation Income
Tax Return, instead of Form 1120-S, U.S.
Income Tax Return for an S Corporation).
Although an inconsistent Federal income
tax return filing can create several compli-
cations for the filer, nothing in the Code or
Income Tax Regulations thereunder pro-
vides that such a filing affects the validity
of a corporation’s S election or QSub elec-
tion. For example, neither § 1362(d) nor
§ 1.1361-5(a) lists an inconsistent Federal
income tax return filing as an event that
gives rise to a termination of an S elec-
tion or a QSub election. See section 3.05
of this revenue procedure (providing pro-
cedures for taxpayers to address, without
the receipt of a PLR, a Federal income tax
return filing inconsistent with an S elec-
tion or a QSub election, as appropriate).
(6) Non-identical governing provisions.
(a) Overview. Section 1361(b)(1)(D)
requires an S corporation to have only
one class of stock. Section 1.1361-1(l)
provides that a corporation is treated as

October 11, 2022 286 Bulletin No. 2022–41
having only one class of stock if all out-
standing shares of the corporation’s stock
confer identical rights to distribution and
liquidation proceeds and if the corporation
has not issued any instrument or obliga-
tion, or entered into any arrangement, that
is treated as a second class of stock. An S
corporation in compliance with § 1.1361-
1(l) is commonly referred to as having
“identical governing provisions.” The
term “non-identical governing provision”
means a governing provision, as defined
by § 1.1361-1(l)(2)(i), on its own or as
part of another governing provision, that
for Federal income tax purposes results
in the S corporation having more than
one class of stock under § 1.1361-1(l)(1)
(even if the S corporation never made a
non-pro rata distribution or liquidating
distribution).
(b) Consequences of non-identical
governing provisions. If an entity files an
S election when it has more than a single
class of stock, the entity does not meet
the requirements to be an S corporation
and its attempted election is invalid. See
§ 1361(a)(1). If a valid S corporation later
provides for more than a single class of
stock, its S election automatically termi-
nates on the day the disqualifying event
occurs. See § 1362(d)(2). See section 3.06
of this revenue procedure (providing pro-
cedures for correcting, without the receipt
of a PLR, the validity or continuation of
an S election with regard to one or more
non-identical governing provisions, as
defined in section 2.03(6)(a) of this reve-
nue procedure).
SECTION 3. TAXPAYER ASSISTANCE
PROCEDURES FOR ADDRESSING
OR CORRECTING ISSUES
REGARDING S ELECTIONS AND
QSUB ELECTIONS
.01 Agreements and Arrangements
with No Principal Purpose to Circumvent
One Class of Stock Requirement. Certain
agreements and arrangements described in
section 2.03(1)(c) of this revenue proce-
dure are not governing provisions and are
not treated as second classes of stock so
long as there was no principal purpose to
use the agreement as a means to circum-
vent the one class of stock requirement.
Accordingly, the IRS will not treat an S
corporation as violating the one class of
stock requirement of § 1361(b)(1)(D) as
a result of an agreement or arrangement
identified in section 2.03(1)(c) of this rev-
enue procedure that does not have a prin-
cipal purpose to circumvent the one class
of stock requirement. Because entering
into these specific agreements in these
circumstances will not result in termina-
tion of S corporation status, taxpayers do
not need to seek relief from the IRS. For
this reason, and because the existence of a
principal purpose is inherently factual in
nature, the IRS will not rule in these situ-
ations. See section 4.01(1) of this revenue
procedure.
.02 Governing Provisions That Provide
for Identical Distribution and Liquidation
Rights. As outlined in section 2.03(2) of
this revenue procedure, § 1.1361-1(l)(2)(i)
provides that a corporation is not treated
as having more than one class of stock so
long as the governing provisions provide
for identical distribution and liquidation
rights. Accordingly, the IRS will not treat
any disproportionate distributions made
by a corporation as violating the one class
of stock requirement of § 1361(b)(1)(D)
so long as the governing provisions of the
corporation provide for identical distribu-
tion and liquidation rights. Because dis-
proportionate distributions made in these
circumstances will not result in the termi-
nation of S corporation status, taxpayers
do not need to seek relief from the IRS and
the IRS will not rule in these situations.
See section 4.01(2)(a) of this revenue
procedure.
.03 Procedures for Addressing Miss-
ing Shareholder Consents, Errors with
Regard to a Permitted Year, Missing Offi-
cer’s Signature, and Other Inadvertent
Errors and Omissions.
(1) Correction of a missing shareholder
consent. An S election that fails to include
the consent of a shareholder may be cor-
rected pursuant to the following:
(a) Section 1.1362-6(b)(3)(iii) (provid-
ing an extension of time for filing a share-
holder consent to an S election);
(b) Rev. Proc. 2013-30 (providing a
simplified method for taxpayers to request
relief for late S elections);
(c) Rev. Proc. 2004-35, 2004-1 C.B.
1029 (providing automatic relief for cer-
tain taxpayers requesting relief for late
shareholder consents for S elections in
community property States); or
(d) If the remedies listed in section
3.03(1)(a) through (c) of this revenue
procedure do not apply, a taxpayer or the
taxpayer’s authorized representative may
request relief by submitting a request for
a PLR under § 1362(f) to the Associate
Chief Counsel (Passthroughs and Special
Industries).
(2) Correction of an error with regard
to a permitted year. A Form 2553 that
contains an inadvertent error with regard
to a permitted year may be corrected pur-
suant to Rev. Proc. 2013-30 (providing a
simplified method for taxpayers to request
relief for late S elections). If a taxpayer
is not eligible for relief under Rev. Proc.
2013-30, a correction may be obtained
through the receipt of a PLR under §
1362(f) from the Associate Chief Counsel
(Passthroughs and Special Industries).
(3) Correction of missing officer’s sig-
nature. A Form 2553 or Form 8869 that
is missing the signature of an authorized
officer of the S corporation that affects
the validity of the S election or QSub
election may be corrected pursuant to
Rev. Proc. 2013-30 (providing a simpli-
fied method for taxpayers to request relief
for late S elections and QSub elections).
If a taxpayer is not eligible for relief
under Rev. Proc. 2013-30, a correction
may be obtained through the receipt of a
PLR under § 1362(f) from the Associate
Chief Counsel (Passthroughs and Special
Industries).
(4) Correction of other inadvertent
errors or omissions. Errors and omissions
on Form 2553 or Form 8869, other than
those addressed in section 3.03(1) through
(3) of this revenue procedure, may be cor-
rected by explaining in writing the error(s)
or omission(s) and the necessary correc-
tion(s) and submitting the written expla-
nation to one of the following addresses
(depending on the Internal Revenue Sub-
mission Processing Center with which the
S corporation files its Form 1120-S) or any
successor address the IRS may provide:
(a) Internal Revenue Service, MS
6055, 333 W. Pershing Rd., Kansas City,
MO 64108.
(b) Internal Revenue Service, MS
6273, 1973 N. Rulon White Blvd., Ogden,
UT 84404.
(5) Unavailability of a PLR for certain
inadvertent errors, omissions, or missing
required consents. The IRS will not issue

Bulletin No. 2022–41 287 October 11, 2022
a PLR under § 1362(f) regarding any error
or omission described in section 3.03(4) of
this revenue procedure. Such inadvertent
errors or omissions do not impact a corpo-
ration’s S election or QSub election. See
section 2.03(3) of this revenue procedure.
The IRS will also not issue a PLR under
§ 1362(f) for a missing required consent,
errors with regard to a permitted year, or
a missing officer’s signature where the
taxpayer qualifies for relief under any
of the means of relief identified in sec-
tion 3.03(1) through (3) of this revenue
procedure. The Associate Chief Counsel
(Passthroughs and Special Industries) will
consider the issuance of a PLR only if the
error or omission concerns a shareholder
consent, the selection of a permitted year,
or a missing officer’s signature, and the
taxpayer has no other means of requesting
relief. See section 4.02(2) of this revenue
procedure.
.04 Procedures for Verifying S Elec-
tions or QSub Elections.
(1) Availability of replacement letters.
With regard to a missing administrative
acceptance letter for an S election or an
administrative acceptance letter for a
QSub election, as appropriate, a replace-
ment letter may be requested:
(a) For an S corporation and sharehold-
ers of an S corporation, by contacting the
IRS Business and Specialty Tax Line at
800-829-4933; and
(b) For practitioners, by contacting
the IRS Practitioner Priority Service at
866-860-4259.
(2) Unavailability of a PLR. The IRS
will not issue a PLR under § 1362(f)
with regard to any missing administra-
tive acceptance letter described in section
3.04(1) of this revenue procedure. See
section 4.01(2) of this revenue procedure.
A missing administrative acceptance letter
does not impact an S election or a QSub
election. See section 2.03(4) of this reve-
nue procedure.
.05 Procedures for Addressing a Fed-
eral Income Tax Return Filing Inconsis-
tent with an S Election or a QSub Election.
(1) Filing a corrected original return
or an amended return. An S corporation,
or a parent S corporation of a QSub, that
files a Federal income tax return for a
taxable year that is inconsistent with the
status of the corporation as an S corpora-
tion, or inconsistent with the status of a
subsidiary of the parent S corporation as
a QSub, must file a Federal income tax
return for open taxable years consistent
with its status, as appropriate—
(a) to reflect the status of the corpo-
ration as an S corporation or parent of a
QSub; or
(b) to reflect the status of the subsidiary
as a QSub.
(2) Unavailability of a PLR. The IRS
will not issue a PLR under § 1362(f) with
regard to any inconsistent return filing
described in section 3.05(1) of this reve-
nue procedure. See section 4.01(2) of this
revenue procedure. Such an inconsistent
return filing does not impact an S election
or a QSub election. See section 2.03(5) of
this revenue procedure.
(3) Federal income tax effect of a cor-
poration’s prior transactions. Because a
corporation is not treated as having ter-
minated its S election or QSub election,
as appropriate, merely due to the filing of
one or more Federal income tax returns
inconsistent with its S election or QSub
election, the corporation’s distributions
and other transactions will be treated con-
sistent with its status as an S corporation
or a QSub, as appropriate. Thus, a QSub’s
income or deductions will be treated as
income or deductions of the parent S cor-
poration and distributions between the
QSub and its parent will be disregarded.
.06 Procedures for Retroactively Cor-
recting One or More Non-Identical Gov-
erning Provisions.
(1) Definitions. For purposes of this
section 3.06:
(a) Applicable shareholder. The term
“applicable shareholder” means a current
or former shareholder of a corporation
who owns or owned stock of the corpora-
tion at any time during the period:
(i) Beginning on the date on which the
non-identical governing provision was
adopted (on its own or as part of another
governing provision); and
(ii) Ending on the date on which the
non-identical governing provision was
removed or modified in a manner such
that the governing provision complies
with the one class of stock requirement.
(b) Discovered by the IRS. The term
“discovered by the IRS” has the meaning
given the term in § 301.9100-3(b)(1)(i) of
the Procedure and Administration Regula-
tions (26 CFR part 301).
(c) Disproportionate distribution. The
term “disproportionate distribution” is
defined in section 2.03(2) of this revenue
procedure.
(d) Non-identical governing provision.
The term “non-identical governing pro-
vision” is defined in section 2.03(6)(a) of
this revenue procedure.
(2) Retroactive corrective relief
procedures.
(a) Retroactive continuing validity of S
election. If an S corporation and its appli-
cable shareholders meet the requirements
of this section 3.06, an S election that is
invalid or terminated solely as the result of
one or more non-identical governing pro-
visions will be treated for Federal income
tax purposes as continuing from the date
on which the first non-identical governing
provision that invalidated or terminated
the corporation’s S election was adopted.
(b) Eligibility. A small business corpo-
ration and each applicable shareholder of
the corporation are eligible for corrective
relief under this section 3.06 if the follow-
ing requirements are satisfied:
(i) The corporation has or had one or
more non-identical governing provisions;
(ii) The corporation has not made, and
for Federal income tax purposes is not
deemed to have made, a disproportionate
distribution to an applicable shareholder;
(iii) The corporation timely filed a
return on Form 1120-S (as required under
§ 6037 of the Code and § 1.6037-1 of the
Income Tax Regulations) for each taxable
year of the corporation beginning with the
taxable year in which the first non-iden-
tical governing provision was adopted
and through the taxable year immediately
preceding the taxable year in which the
corporation made a request for corrective
relief under this section 3.06 (a corpo-
ration is treated as having timely filed a
required Form 1120-S under this section
3.06(2)(b)(iii) if the Form 1120-S is filed
within six months after its original due
date, excluding extensions); and
(iv) Before any non-identical govern-
ing provision is discovered by the IRS, all
of the requirements described in section
3.06(2)(c) of this revenue procedure are
satisfied.
(c) Corrective relief statements.
(i) Corporate governing provision and
shareholder statements. The corporation
must complete a Corporate Governing

October 11, 2022 288 Bulletin No. 2022–41
Provision Statement in accordance with
section 3.06(2)(c)(ii) of this revenue
procedure and a Shareholder Statement
signed by each applicable shareholder in
accordance with section 3.06(2)(c)(iii) of
this revenue procedure.
(ii) Corporate Governing Provision
Statement. The Corporate Governing
Provision Statement, a sample of which
is provided in Appendix A, must be com-
pleted in accordance with this section
3.06(2)(c)(ii).
(A) Designation. The Corporate Gov-
erning Provision Statement must state at
the top of the document: “CORPORATE
GOVERNING PROVISION STATE-
MENT PURSUANT TO REV. PROC.
2022-19, SECTION 3.06(2)(c)(ii)”.
(B) Information. The Corporate Gov-
erning Provision Statement must provide
the following information:
(1) The date of the Corporate Govern-
ing Provision Statement, the corporation’s
name, employment identification num-
ber (EIN), address, date of formation or
incorporation, and State of formation or
incorporation;
(2) The actual or intended effective
date of the corporation’s S election filed
on Form 2553 (see Form 2553, Part I, line
E) that is the subject of the request for cor-
rective relief under this section 3.06;
(3) The name, address, and social secu-
rity number or taxpayer identification
number of each applicable shareholder;
and
(4) To establish an inadvertent ter-
mination or invalidation of the S elec-
tion of the corporation, a description of
all relevant facts regarding why each
non-identical governing provision was
adopted, how each non-identical govern-
ing provision was discovered, and each
action taken to correct or remove each
non-identical governing provision before
any non-identical governing provision is
discovered by the IRS. This description
must include each action taken by the
corporation and each applicable share-
holder to establish that the corporation
and each applicable shareholder acted
reasonably and in good faith in cor-
recting or removing each non-identical
governing provision upon discovery to
demonstrate reasonable cause for relief.
(C) Representations. Except as pro-
vided in section 3.06(2)(c)(ii)(D), the
corporation must provide the following
four representations:
(1) “The corporation’s S election was
inadvertently invalid or terminated solely
because of the adoption of one or more
non-identical governing provisions.”;
(2) “The corporation and each applica-
ble shareholder satisfy all of the require-
ments set forth in section 3.06 of Rev.
Proc. 2022-19.”;
(3) “The corporation responds in the
negative to each requested statement set
forth in section 7.01(4) or (5) of Rev.
Proc. 2022-1, or any successor revenue
procedure (statements regarding whether
the same or a similar issue was previously
ruled on or whether a request involving
the same or a similar issue was submitted
or is currently pending).”; and
(4) “The corporation and each appli-
cable shareholder acted reasonably and in
good faith in correcting or removing each
non-identical governing provision upon
discovery.”.
(D) Explanation regarding previously
ruled on, submitted, or pending PLRs. If
the corporation cannot respond in the nega-
tive to any requested statement set forth in
section 7.01(4) or (5) of Rev. Proc. 2022-1,
or any successor revenue procedure (and
therefore cannot make the representation
described in section 3.06(2)(c)(ii)(C)(3)
of this revenue procedure), the corporation
must provide an explanation for each such
response as part of the description of all rel-
evant facts required by section 3.06(2)(c)
(ii)(B)(4) of this revenue procedure.
(E) Statements. The corporation must
provide the statements set forth in section
3.06(2)(c)(ii)(E)(1) through (3) of this
revenue procedure:
(1) “The corporation acknowledges
that the relief provided by section 3.06
of Rev. Proc. 2022-19 is limited solely to
each non-identical governing provision
described in this Corporate Governing
Provision Statement.”;
(2) “The corporation acknowledges
that the relief provided by section 3.06 of
Rev. Proc. 2022-19 is based solely on the
information, representations, and other
statements provided by the corporation
pursuant to section 3.06 of Rev. Proc.
2022-19, each of which is subject to veri-
fication during IRS examination.”; and
(3) “During the period between the
date on which the non-identical governing
provision became effective and the date
on which all of the procedures described
in section 3.06 of Rev. Proc. 2022-19 are
completed, each applicable shareholder
has reported their income on all affected
returns consistent with the S corporation
election for the taxable year the non-iden-
tical governing provision became effec-
tive and for all subsequent years for which
each applicable shareholder owned shares
of the corporation.”.
(F) Signature. The Corporate Govern-
ing Provision Statement must be signed
under penalties of perjury by a person
authorized to sign the corporation’s Fed-
eral income tax return under § 6062 of
the Code. The penalties of perjury state-
ment must be provided in the following
format: “Under penalties of perjury, I
declare that I have examined this Cor-
porate Governing Provision Statement
for corrective relief for one or more
non-identical governing provisions, as
provided by Rev. Proc. 2022-19, section
3.06, including accompanying docu-
ments, and, to the best of my knowledge
and belief, the request contains all the
relevant facts, and such facts are true,
correct, and complete.”.
(iii) Shareholder Statement. The Share-
holder Statement, a sample of which is
provided in Appendix B, must be com-
pleted in accordance with this section
3.06(2)(c)(iii).
(A) Designation. The Shareholder
Statement must state at the top of the doc-
ument: “SHAREHOLDER STATEMENT
PURSUANT TO REV. PROC. 2022-19,
SECTION 3.06(2)(c)(iii)”.
(B) Information. The Shareholder
Statement must provide:
(1) The date of the Shareholder State-
ment, the corporation’s name, EIN,
address, date of formation or incor-
poration, and State of formation or
incorporation;
(2
) The name and address of each
applicable shareholder;
(3) The social security number or tax-
payer identification number of each appli-
cable shareholder;
(4) The number of shares of stock or,
in the case of a limited liability company,
percentage of ownership each applicable
shareholder owns or owned and the date(s)
the stock was acquired and, if applicable,
transferred; and

Bulletin No. 2022–41 289 October 11, 2022
(5) The date that each applicable
shareholder provided their signature, as
required by section 3.06(2)(c)(iii)(D) of
this revenue procedure.
(C) Statement of consent. Each appli-
cable shareholder must provide the fol-
lowing statement of consent: “Under
penalties of perjury, I declare that I con-
sent to the election of [insert corpora-
tion’s name], referred to herein as “the
Corporation,” located at [insert the Cor-
poration’s address], whose employment
identification number (EIN) is [insert
the Corporation’s EIN], to be an S cor-
poration under § 1362(a)(1) of the Code.
I have examined this consent statement,
including accompanying documents,
and, to the best of my knowledge and
belief, the request for corrective relief
contains all the relevant facts, and such
facts are true, correct, and complete.
I understand that my consent is bind-
ing and may not be withdrawn after the
Corporation receives relief pursuant to
Rev. Proc. 2022-19, section 3.06. I also
declare under penalties of perjury that I
have reported my income on all affected
returns consistent with the Corporation’s
election to be an S corporation for the
taxable year for which the election would
have been in effect but for the non-iden-
tical governing provision(s) described
in the Corporate Governing Provision
Statement for corrective relief and for all
subsequent years I have owned shares of
the Corporation.”.
(D) Signature. The Shareholder State-
ment must be signed under penalties of
perjury by each applicable shareholder.
(d) Record retention requirement. The
corporation is required to retain the Cor-
porate Governing Provision Statement,
the Shareholder Statement(s), and the
revised governing provisions in accor-
dance with § 6001 of the Code and the
Income Tax Regulations thereunder. The
Corporate Governing Provision State-
ment, the Shareholder Statement(s), and
the revised governing provisions must be
retained by the corporation for inspection
by authorized Internal Revenue officers or
employees, and must be retained so long
as the contents thereof may become mate-
rial in the administration of any provision
of the Code or the Income Tax Regula-
tions. See § 1.6001-1(e).
(e) Alternative relief.
(i) General rule. An S corporation or
applicable shareholder that does not qual-
ify for corrective relief under this section
3.06 may seek corrective relief through a
request submitted by the S corporation,
applicable shareholder, or authorized rep-
resentative (as appropriate) to the Asso-
ciate Chief Counsel (Passthroughs and
Special Industries) for a PLR. The request
must provide the required explanation
described in section 3.06(2)(e)(ii) of this
revenue procedure. See generally Rev.
Proc. 2022-1 (or any successor revenue
procedure).
(ii) Required explanation. A request for
a PLR by an S corporation or applicable
shareholder, or authorized representative,
under section 3.06(2)(e)(i) of this revenue
procedure must include an explanation
regarding each reason why the require-
ments for corrective relief under this sec-
tion 3.06 could not be satisfied.
SECTION 4. NO RULE AREAS
TO TAKE INTO ACCOUNT THIS
REVENUE PROCEDURE
.01 Areas in Which PLRs Will Not Be
Issued.
(1) Principal purpose determinations
regarding the one class of stock require-
ment. The IRS will not issue a PLR
under § 1362(f) addressing the validity
or continuation of an S election in sit-
uations regarding the one class of stock
requirement that require a determination
of the existence of a principal purpose
because such a determination is inher-
ently factual in nature. See section 6.02
of Rev. Proc. 2022-1 (or any successor
revenue procedure). Accordingly, the
IRS will not issue a PLR under § 1362(f)
addressing:
(a) For purposes of determining
whether all outstanding shares of stock
confer identical rights to distribution and
liquidation proceeds under § 1.1361-1(l)
(2), whether a principal purpose of a com-
mercial contractual agreement, buy-sell
agreement, an agreement restricting the
transferability of stock, or a redemption
agreement is to circumvent the one class
of stock requirement of § 1361(b)(1)(D)
and § 1.1361-1(l) (see § 1.1361-1(l)(2)(i)
and (iii)(A)(1)); or
(b) For purposes of determining
whether an instrument, obligation, or
arrangement is treated as a second class of
stock, whether:
(i) A principal purpose of issuing or
entering into an instrument, obligation, or
arrangement is to circumvent the rights to
distribution or liquidation proceeds con-
ferred by the outstanding shares of stock
or to circumvent the limitation on eligible
shareholders contained in § 1.1361-1(b)
(1) (see § 1.1361-1(l)(4)(ii)(A)(2)); or
(ii) A principal purpose of an unwrit-
ten advance or proportionately held obli-
gation is to circumvent the rights of the
outstanding shares of stock or the lim-
itation on eligible shareholders under
§ 1.1361-1(l)(4)(ii)(A)(2) (see § 1.1361-
1(l)(4)(ii)(B)).
(2) Comfort rulings. The IRS will not
issue a PLR under § 1362(f) addressing the
validity or continuation of an S election or
a QSub election in situations addressed by
the relief procedures provided in sections
3.01 through 3.05 of this revenue proce-
dure because such a PLR would comprise
a “Comfort Ruling” (as defined by sec-
tion 6.11 of Rev. Proc. 2022-1 and section
4.02(9) of Rev. Proc. 2022-3). Accord-
ingly, the IRS will not issue a PLR under
§ 1362(f) addressing:
(a) Disproportionate distributions.
Determinations of the validity or contin-
uation of an S election with regard to one
or more disproportionate distributions (as
defined in section 2.03(2) of this revenue
procedure) if the governing provisions
confer identical rights to distribution and
liquidation proceeds. See § 1.1361-1(l)(1)
and (2).
(b) Missing administrative S election
acceptance letter or QSub election accep-
tance letter. Whether a missing adminis-
trative letter from the IRS accepting an
election for a corporation to be an S cor-
poration or accepting an election for a cor-
poration to be a QSub affects the validity
or continuation of the election.
(c) Filing of Federal income tax return
inconsistent with status as an S corpo-
ration or QSub. Whether the filing of a
Federal income tax return that is incon-
sistent with a corporation’s status as an S
corporation or a QSub affects the validity
or continuation of the S election or QSub
election (as appropriate).
.02 Areas in Which a PLR Will Not
Ordinarily Be Issued. Rev. Proc. 2022-3 is
amplified and modified by—

October 11, 2022 290 Bulletin No. 2022–41
(1) Revising section 4.01(47) to read as
follows:
(47) Section 1362.—Election; Revo-
cation; Invalidation; Termination.—All
situations in which the Service has pro-
vided an automatic approval procedure
or administrative procedure for an S cor-
poration or its shareholders to obtain the
following:
(i) Relief for late S corporation elec-
tions, qualified subchapter S subsidiary
elections, qualified subchapter S trust
elections, or electing small business trust
elections. See Rev. Proc. 2013-30. (For
instructions on how to seek this relief, see
Rev. Proc. 2013-30.)
(ii) Retroactive corrective relief regard-
ing non-identical governing provisions
for S corporations meeting the eligibility
requirements of Rev. Proc. 2022-19, sec-
tion 3.06(2)(b). (For instructions on how
to seek this relief, see Rev. Proc. 2022-19,
section 3.06).
(2) Adding the following as the last
paragraph of section 4.01:
Section 1362(f).—Certain inadver-
tent errors, omissions, or missing signa-
tures.—Except with regard to an inadver-
tent error relating to a “permitted year” (as
defined in § 1378(b) and § 1.1378-1), the
absence of a required shareholder consent,
or an officer signature for which there is
no other relief as provided in Rev. Proc.
2022-19, section 3.03, the IRS will not
issue a PLR under § 1362(f) addressing
whether an inadvertent error or omission,
or a missing required consent or signature
(see § 1362(a)(2), § 1.1361-3(a)(2), and
§ 1.1362-6(a)(1)), on Form 2553 or Form
8869 affects the validity of the S election
or QSub election.
SECTION 5. EFFECTIVE DATES
.01 General Effective Date. Except
as provided by section 5.02 of this reve-
nue procedure, this revenue procedure is
effective [INSERT IRB PUBLICATION
DATE], the date of publication of this rev-
enue procedure in the Internal Revenue
Bulletin.
.02 Transition Rule for Pending PLR
Requests.
(1) Requirement to notify IRS. If a tax-
payer has a request for a PLR regarding
a non-identical governing provision that
is postmarked or, if not mailed, received
by the IRS on or before [INSERT DATE
1 DAY AFTER IRB PUBLICATION
DATE], one day after the date of publi-
cation of this revenue procedure in the
Internal Revenue Bulletin (pending rul-
ing request), within 45 calendar days after
that date, the taxpayer must notify the
Associate Chief Counsel (Passthroughs
and Special Industries) of its decision to
either:
(a) Rely on this revenue procedure,
withdraw the pending PLR request, and
receive a refund of the associated user fee;
or
(b) Continue to pursue the pending
PLR request.
(2) Failure to notify IRS. If a taxpayer
described in section 5.02(1) of this reve-
nue procedure does not satisfy the notifi-
cation requirement under that section, the
taxpayer is deemed to choose to continue
to pursue the pending PLR request.
SECTION 6. EFFECT ON OTHER
DOCUMENTS
.01 Rev. Proc. 2013-30. Rev. Proc.
2013-30 is amplified.
.02 Rev. Proc. 2022-1. Sections 6.11
and 7.01(4) and (5) of Rev. Proc. 2022-1
are amplified.
.03 Rev. Proc. 2022-3. Sections
4.01(47) and 4.02(9) of Rev. Proc. 2022-3
are amplified and modified.
SECTION 7. PAPERWORK
REDUCTION ACT AND TAXPAYER
BURDEN REDUCTION
The current burden for collection of
information is effectively contained in
§ 1362(f) and § 1.1362-4 (inadvertent ter-
minations and inadvertently invalid elec-
tions). Under § 1.1362-4(a), the determi-
nation of whether a termination or invalid
S election or QSub election was inadver-
tent is made by the Commissioner. This
determination is made through the PLR
process pursuant to Rev. Proc. 2022-1 (and
any successor revenue procedure). An
entity that fails to qualify as an S corpora-
tion or a QSub may continue to qualify as
an S corporation or a QSub, respectively,
by following each requirement described
in section 3 of this revenue procedure in
lieu of requesting a PLR under § 1362(f)
and § 1.1362-4.
Based on consultation with industry
stakeholders, the Treasury Department
and the IRS estimate that a taxpayer’s cost
to outsource the current PLR process to
Federal income tax and other advisors is
approximately $108,000 (that is, the sum
obtained by adding a $38,000 PLR user
fee, a $20,000 average preparer PLR fee,
and $50,000 of average preparer due dil-
igence fees). This revenue procedure is
expected to eliminate those fees.
Historically, approximately 80 S cor-
porations per year have submitted a PLR
with regard to one or more of the areas
covered by this revenue procedure to
avoid or correct an inadvertent invalid
election or termination of their S corpo-
ration or QSub elections. The Treasury
Department and the IRS have determined
that many S corporations that do not
seek administrative relief refrain from
doing so because of the high cost asso-
ciated with a PLR request. By setting
forth the procedures provided in section
3 of this revenue procedure, which will
significantly reduce the cost of relief for
S corporations, the Treasury Department
and the IRS expect that an additional
120 S corporations will use this revenue
procedure each year. Overall, the Trea-
sury Department and the IRS expect that
approximately 200 S corporations will
use this revenue procedure on an annual
basis.
The Treasury Department and the IRS
estimate that the streamlined process for
non-identical governing provisions will
take, on average, 10 total hours for each
entity to read the instructions and complete
the Corporate Governing Provision State-
ment and Shareholder Statement. The pre-
viously approved Office of Management
and Budget hour estimate for a PLR is 80
total hours. Therefore, the 10-hour esti-
mated burden of the streamlined process
would result in a 70-hour time reduction
for S corporations that would have sought
PLR relief in the absence of this revenue
procedure.
In addition, the Treasury Depart-
ment and the IRS have determined that
the 80-hour time estimate represents an
average for all PLRs. However, the aver-
age number of hours spent on PLRs that
would be impacted by this revenue pro-
cedure would likely be much higher. As
a result, the Treasury Department and the

Bulletin No. 2022–41 291 October 11, 2022
IRS believe that a reasonable estimate for
the number of hours spent on the impacted
PLRs is 200 hours, and therefore the time
burden reduction related to this revenue
procedure is likely closer to 190 hours,
rather than 70 hours. In addition, the Trea-
sury Department and the IRS have deter-
mined that the total monetized burden
hours is $188,120.
Based on the previously approved
PLR hour estimate, each S corporation
that would have otherwise filed a PLR
will save 70 hours of time. As a result,
there would be an overall savings of
5,600 hours per year. As previously
stated, the 80-hour estimate is likely low
for this subset of PLRs. If the 200-hour
estimate for this subset of PLRs is used,
the overall burden reduction would equal
15,200 hours (80 requests x 190 hours)
per year.
The Treasury Department and the IRS
emphasize that the currently approved
burden estimate does not include money
burden. Assuming S corporations will
no longer need to request these PLRs,
the Treasury Department and the IRS
have determined that this same group
of businesses is expected to save, on an
annual basis, an estimated $108,000 per
S corporation for an overall money burden
reduction of $8,640,000.
SECTION 8. DRAFTING
INFORMATION AND PRIMARY
CONTACT FOR QUESTIONS
The principal authors of this revenue
procedure are Anthony Doxey and Kevin
Babitz of the Office of Associate Chief
Counsel (Passthroughs and Special Indus-
tries). For further information regarding
this revenue procedure, please contact Mr.
Doxey or Mr. Babitz at (202) 317-5279
(not a toll-free call).

October 11, 2022 292 Bulletin No. 2022–41
APPENDIX A
SAMPLE CORPORATE GOVERNING PROVISION STATEMENT
(Pursuant to Rev. Proc. 2022-19, Section 3.06(2)(c)(ii))
[Date of Corporate Governing Provision Statement]
Record Retention Requirement. The Corporation (as defined in Section 1 of this Corporate Governing Provision Statement) is
required to retain the Corporate Governing Provision Statement, the Shareholder Statement, and the revised governing provisions
in accordance with § 6001 of the Internal Revenue Code (Code) and the Income Tax Regulations thereunder. See Rev. Proc. 2022-
19, [XX] I.R.B. [XXX], section 3.06(2)(d).
Section 1. Request for Relief and Required Information of the Corporation
The corporation (insert the corporation’s name), referred to as “the Corporation,” whose employment identification number (EIN) is
(insert the Corporation’s EIN), located at (insert the Corporation’s address), and formed or incorporated on (insert date) in (insert
State), requests relief for an invalid election under § 1362(a)(1) of the Code (S election) or termination of an S election pursuant to
§ 1362(f), and Rev. Proc. 2022-19, section 3.06, for one or more non-identical governing provisions (as defined in § 1.1361-1(l)).
The Corporation’s actual or intended effective date of its S election was (insert date). If the Corporation has multiple S elections, and
requests relief for an S election that was not its most recent S election, then describe the circumstances as part of the disclosure of all
relevant facts, as required by Section 3 of this Corporate Governing Provision Statement.
Section 2. Required Information Regarding the Applicable Shareholders
Provide the information required by the table below with regard to each applicable shareholder. The term “applicable shareholder”
means a current or former shareholder of the Corporation who owns or owned stock of the Corporation at any time during the period
(i) beginning on the date on which the non-identical governing provision was adopted (on its own or as part of another governing
provision), and (ii) ending on the date on which the non-identical governing provision was removed or modified in a manner such that
the governing provision complies with the one class of stock requirement. See Rev. Proc. 2022-19, section 3.06(1)(a).
Table of Required Information for Each Applicable Shareholder
(Attach additional pages, if necessary. One page per applicable shareholder is also acceptable.)
NameAddress
Social Security Number or
Taxpayer Identification Number
1.
2.
3.
4.
5.
Section 3. Required Description of All Relevant Facts Regarding Each Non-Identical Governing Provision
To establish an inadvertent termination or invalidation of the S election of the Corporation, provide a description of all relevant facts
regarding why each non-identical governing provision was adopted, how each non-identical governing provision was discovered,
and each action taken to correct or remove each non-identical governing provision before any non-identical governing provision is
discovered by the Internal Revenue Service (IRS) (within the meaning of § 301.9100-3(b)(1)(i) of the Procedure and Administration
Regulations). To demonstrate reasonable cause for relief, this description must include each action taken by the Corporation and
each applicable shareholder to establish that the Corporation and each applicable shareholder acted reasonably and in good faith in
correcting or removing each non-identical governing provision upon discovery. See Rev. Proc. 2022-19, section 3.06(2)(c)(ii)(B)(4).
(Attach additional pages, if necessary.)

Bulletin No. 2022–41 293 October 11, 2022
Section 4. Required Representations or Explanation of the Corporation
1. Except as provided by Section 5 of this Corporate Governing Provision Statement, provide the following representations required
by section 3.06(2)(c)(ii)(C) and (D) of Rev. Proc. 2022-19:
A. The Corporation’s S election was inadvertently invalid or terminated solely because of the adoption of one or more non-iden-
tical governing provisions.
B. The Corporation and each applicable shareholder satisfy all of the requirements set forth in section 3.06 of Rev. Proc.
2022-19.
C. Except as provided by section 4.2 of this Corporate Governing Provision Statement, the Corporation responds in the neg-
ative to each requested statement set forth in section 7.01(4) or (5) of Rev. Proc. 2022-1, 2022-1 I.R.B. 1, or any successor
revenue procedure (statements regarding whether the same or a similar issue was previously ruled on or whether a request
involving the same or a similar issue was submitted or is currently pending).
D. The corporation and each applicable shareholder acted reasonably and in good faith in correcting or removing each non-iden-
tical governing provision upon discovery.
2. Required Explanation. If the Corporation has a positive response to any requested statement set forth in section 7.01(4) or (5) of
Rev. Proc. 2022-1 (or any successor revenue procedure), the Corporation must provide an explanation for each such response as
part of the description of all relevant facts required by section 3.06(2)(c)(ii)(B)(4) of Rev. Proc. 2022-19.
Section 5. Required Statements of the Corporation
The Corporation must provide the following statements required by section 3.06(2)(c)(ii)(E)(1) through (3) of Rev. Proc. 2022-19.
1. The Corporation acknowledges that the relief provided by section 3.06 of Rev. Proc. 2022-19 is limited solely to each non-iden-
tical governing provision described in this Corporate Governing Provision Statement.
2. The Corporation acknowledges that the relief provided by section 3.06 of Rev. Proc. 2022-19 is based solely on the information,
representations, and other statements provided by the Corporation pursuant to section 3.06 of Rev. Proc. 2022-19, each of which
is subject to verification during IRS examination.
3. During the period between the date on which the non-identical governing provision became effective and the date on which all
of the procedures described in section 3.06 of Rev. Proc. 2022-19 are completed, each applicable shareholder has reported their
income on all affected returns consistent with the S corporation election for the taxable year the non-identical governing provi-
sion became effective and for all subsequent years for which each applicable shareholder owned shares of the Corporation.
Section 6. Required Penalties of Perjury Statement
Provide the following penalties of perjury statement required by section 3.06(2)(c)(ii)(F) of Rev. Proc. 2022-19.

October 11, 2022 294 Bulletin No. 2022–41
Under penalties of perjury, I declare that I have examined this Corporate Governing Provision Statement for corrective relief for one
or more non-identical governing provisions, as provided by Rev. Proc. 2022-19, section 3.06, including accompanying documents,
and, to the best of my knowledge and belief, the request contains all the relevant facts, and such facts are true, correct, and complete.
[Signature] [Title] [Date]
This signature is provided by an officer of the Corporation who is authorized to sign the Corporation’s return under § 6062 of
the Code.

Bulletin No. 2022–41 295 October 11, 2022
APPENDIX B
SAMPLE SHAREHOLDER STATEMENT
(Pursuant to Rev. Proc. 2022-19, Section 3.06(2)(c)(iii))
[Date of Shareholder Statement]
Record Retention Requirement. The Corporation (as defined in Section 1 of this Shareholder Statement) is required to retain the
Corporate Governing Provision Statement, the Shareholder Statement, and the revised governing provisions in accordance with
§ 6001 of the Internal Revenue Code (Code) and the Income Tax Regulations thereunder. See Rev. Proc. 2022-19, [XX] I.R.B.
[XXX], section 3.06(2)(d).
Section 1. Request for Relief and Required Information of the Corporation
The Corporation (insert the Corporation’s name), referred to as “the Corporation,” whose employment identification number (EIN)
is (insert the Corporation’s EIN), located at (insert the Corporation’s address), and formed or incorporated on (insert date) in (insert
State), requests relief for an invalid election under § 1362(a)(1) of the Code (S election) or termination of an S election pursuant to
§ 1362(f), and Rev. Proc. 2022-19, section 3.06, for one or more non-identical governing provisions (as defined in § 1.1361-1(l)).
Section 2. Required Statement of Consent by All Applicable Shareholders
The term “applicable shareholder” means a current or former shareholder of the Corporation who owns or owned stock of the Corpo-
ration at any time during the period (i) beginning on the date on which the non-identical governing provision was adopted (on its own
or as part of another governing provision), and (ii) ending on the date on which the non-identical governing provision was removed
or modified in a manner such that the governing provision complies with the one class of stock requirement. See Rev. Proc. 2022-19,
section 3.06(1)(a).
Each applicable shareholder must provide the following statement of consent, as required by section 3.06(2)(c)(iii)(C) of Rev. Proc.
2022-19. Each applicable shareholder provides that consent by completing and signing the table provided by this Section 2 (on the
following page).
Under penalties of perjury, I declare that I consent to the election of (insert the Corporation’s name), referred to herein as “the Cor-
poration,” located at (insert the Corporation’s address), whose employment identification number (EIN) is (insert the Corporation’s
EIN), to be an S corporation under §
1362(a)(1). I have examined this consent statement, including accompanying documents, and,
to the best of my knowledge and belief, the request for corrective relief contains all the relevant facts, and such facts are true, correct,
and complete. I understand that my consent is binding and may not be withdrawn after the Corporation receives relief pursuant to Rev.
Proc. 2022-19, section 3.06. I also declare under penalties of perjury that I have reported my income on all affected returns consistent
with the Corporation’s election to be an S corporation for the taxable year for which the election would have been in effect but for
the non-identical governing provision(s) described in the Corporate Governing Provision Statement for corrective relief and for all
subsequent years I have owned shares of the Corporation.

October 11, 2022 296 Bulletin No. 2022–41
Table of Required Consent and Information for Each Applicable Shareholder
(Attach additional pages, if necessary. One page per applicable shareholder is acceptable.)
Name and Address
Social Security
Number or
Taxpayer
Identification
Number
Number of Shares of Stock Owned or
Ownership Percentage (in the case of a
Limited Liability Company)
SignatureDateNumber of
shares or
percentage
of
ownership
Date(s)
acquired
(month,
day, and
year)
If applicable, date(s)
and number of
shares (or percentage
of ownership)
transferred (month,
day, and year)
1.
2.
3.
4.
5.

Bulletin No. 2022–41 i October 11, 2022
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 pub-
lished 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 confu-
sion. It is not used where a position in a
prior ruling is being changed.
Distinguished describes a situation
where a ruling mentions a previously pub-
lished 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 pub-
lished ruling that is not considered deter-
minative 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 sub-
stance 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 rul-
ings in the series.
Suspended is used in rare situations
to show that the previous published rul-
ings 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.
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.
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.

October 11, 2022 ii Bulletin No. 2022–41
Numerical Finding List
1
Bulletin 2022–41
Announcements:
2022-14, 2022-31 I.R.B. 136
2022-15, 2022-31 I.R.B. 136
2022-16, 2022-33 I.R.B. 144
2022-17, 2022-35 I.R.B. 179
2022-18, 2022-36 I.R.B. 190
2022-19, 2022-36 I.R.B. 191
2022-20, 2022-38 I.R.B. 238
Notices:
2022-29, 2022-28 I.R.B. 66
2022-30, 2022-28 I.R.B. 70
2022-31, 2022-29 I.R.B. 85
2022-32, 2022-32 I.R.B. 137
2022-33, 2022-34 I.R.B. 147
2022-34, 2022-34 I.R.B. 150
2022-35, 2022-36 I.R.B. 184
2022-36, 2022-36 I.R.B. 188
2022-37, 2022-37 I.R.B. 234
2022-38, 2022-39 I.R.B. 239
2022-39, 2022-40 I.R.B. 264
2022-40, 2022-40 I.R.B. 266
2022-42, 2022-41 I.R.B. 276
2022-44, 2022-41 I.R.B. 277
Proposed Regulations:
REG-130975-08, 2022-28 I.R.B. 71
REG 130675-17, 2022-30 I.R.B. 104
REG-125693-19, 2022-39 I.R.B. 241
Revenue Procedures:
2022-25, 2022-27 I.R.B. 3
2022-28, 2022-27 I.R.B. 65
2022-26, 2022-29 I.R.B. 90
2022-32, 2022-30 I.R.B. 101
2022-30, 2022-31 I.R.B. 112
2022-29, 2022-33 I.R.B. 141
2022-34, 2022-33 I.R.B. 143
2022-35, 2022-40 I.R.B. 270
2022-36, 2022-40 I.R.B. 274
2022-19, 2022-41 I.R.B. 282
Revenue Rulings:
2022-12, 2022-27 I.R.B. 1
2022-13, 2022-30 I.R.B. 99
2022-14, 2022-31 I.R.B. 110
2022-15, 2022-35 I.R.B. 152
2022-17, 2022-36 I.R.B. 182
2022-18, 2022-40 I.R.B. 262
Treasury Decisions:
9963, 2022-34 I.R.B. 145
9964, 2022-35 I.R.B. 172
9965, 2022-37 I.R.B. 192
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2021–27 through 2021–52 is in Internal Revenue Bulletin
2021–52, dated December 27, 2021.

Bulletin No. 2022–41 iii October 11, 2022
Finding List of Current Actions on
Previously Published Items
1
Bulletin 2022–41
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2021–27 through 2021–52 is in Internal Revenue Bulletin
2021–52, dated December 27, 2021.

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Washington, DC 20224
Official Business
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