rp-25-30.pdf

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Part III

Administrative, Procedural, and Miscellaneous

26 CFR 601.201: Rulings and determination letters.
(Also Part I, §§ 355, 1.355-1.)

Rev. Proc. 2025-30

SECTION 1. PURPOSE
This revenue procedure supersedes Rev. Proc. 2024-24, 2024-21 I.R.B. 1214, and
provides procedures for taxpayers requesting private letter rulings from the Internal
Revenue Service (IRS) after September 29, 2025, regarding certain issues pertaining to
transactions intended to qualify under § 355
1
(Section 355 Transactions), including
representations, information, and analysis that taxpayers requesting these rulings
should submit to the IRS. This revenue procedure also modifies Rev. Proc. 2025-1,
2025-1 I.R.B. 1, and Rev. Proc. 2017-52, 2017-41 I.R.B. 283, and revokes Notice 2024-
38, 2024-21 I.R.B. 1211.

1
Unless otherwise specified, all “section” or “§” references are to sections of the of the Internal Revenue
Code of 1986, as amended (Code) or the Income Tax Regulations (26 CFR part 1).

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SECTION 2. BACKGROUND
.01 Law.
Section 355(a)(1) provides that, if certain requirements are met, a corporation
(Distributing) may distribute (i) stock of a controlled corporation (Controlled) to
Distributing’s shareholders, or (ii) Controlled stock and securities to Distributing’s
shareholders and security holders, without recognition of gain or loss to, or inclusion of
any amount in the income of, the shareholders or security holders.
Section 355(c)(1) provides that no gain or loss is recognized to Distributing upon a
distribution of Controlled stock, or stock and securities, to which § 355 (or so much of
§ 356 as relates to § 355) applies and which is not in pursuance of a plan of
reorganization.
In a reorganization under §§ 355 and 368(a)(1)(D) (Divisive Reorganization),
Distributing transfers property to Controlled in exchange for consideration (§ 361
Consideration). The § 361 Consideration received by Distributing includes Controlled
stock and also may include money, securities or other debt obligations of which
Controlled is the obligor, and other property. Controlled also may assume liabilities of
Distributing. To complete the Divisive Reorganization, Distributing distributes the
Controlled stock, and possibly other § 361 Consideration, to its shareholders and also
may distribute § 361 Consideration in satisfaction of its obligations to holders of its
securities or to other creditors.
.02 Prior Revenue Procedures.
(1) Rev. Proc. 2017-52. Rev. Proc. 2017-52 provides procedures for requesting
private letter rulings regarding Section 355 Transactions.
(2) Rev. Proc. 2018-53. Rev. Proc. 2018-53, 2018-43 I.R.B. 667, amplified Rev.

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Proc. 2017-52 and described the procedures for requesting rulings on issues relating to
the assumption or satisfaction of Distributing Debt (as defined therein) in Divisive
Reorganizations and the representations, information, and analysis to be submitted in
those requests.
(3) Rev. Proc. 2024-24. Rev. Proc. 2024-24 superseded Rev. Proc. 2018-53 and
modified Rev. Proc. 2017-52 by deleting Representations 2, 4, and 17 through 21 in
section 3 of the Appendix. Notice 2024-38, which accompanied Rev. Proc. 2024-24,
requested feedback on the procedures set forth in Rev. Proc. 2024-24. Notice 2024-38
also described the then-current views and concerns of the Treasury Department and the
IRS relating to certain matters addressed in Rev. Proc. 2024-24 and requested
feedback on those matters.
.03 T
his Revenue Procedure.
Section 3 of this revenue procedure restates the guidance originally provided in
section 3 of Rev. Proc. 2018-53. Section 4 of this revenue procedure restates the
guidance originally provided in Representations 2, 4, and 17 through 21 in section 3 of
the Appendix to Rev. Proc. 2017-52.
SECTION 3. APPLICATION AND PROCEDURES
.01 Ruling requests to which procedures apply.
A taxpayer engaging in a Divisive Reorganization may request rulings that no gain or
loss will be recognized to Distributing (i) upon Controlled’s assumption of liability for an
obligation of Distributing (§ 357(a)), and (ii) upon Distributing’s receipt of § 361
Consideration and its distribution of the § 361 Consideration to a creditor in satisfaction
of Distributing’s debt obligation (§§ 361(b) and (c)).
The procedures described in section 3.03 of this revenue procedure apply to a

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request for a ruling to the extent that a subject of the request is an assumption by
Controlled of liability for Distributing Debt or the satisfaction of Distributing Debt with
§ 361 Consideration. For purposes of this revenue procedure, an obligation is
“Distributing Debt” if (a) Distributing is the obligor, and (b) the obligation (i) is evidenced
by a debt instrument (defined in § 1.1275-1(d)) that is not a contingent payment debt
instrument subject to § 1.1275-4 (Non-contingent Debt Instrument) and (ii) by its terms
is payable only in money. (For example, Distributing Debt does not include an
obligation that, by its terms, can be satisfied with § 361 Consideration at Distributing’s
option.)
.02 Ruling requests on similar or related transactions.
The IRS will continue to rule on transactions that are not described in section 3.01 of
this revenue procedure but are similar to such transactions. These transactions include
assumption or satisfaction of Distributing’s obligations that are not Distributing Debt (for
example, contingent liabilities) and distributions of § 361 Consideration to Distributing’s
shareholders. However, this revenue procedure does not describe procedures for
requesting such rulings or the representations, information, or analysis that taxpayers
requesting such rulings should submit. See generally Rev. Proc. 2025-1 and Rev. Proc.
2017-52.
A taxpayer may request rulings regarding assumption or satisfaction of some
obligations that are, and of other obligations that are not, Distributing Debt. In this
situation, the taxpayer should follow the procedures described in section 3.03 of this
revenue procedure with respect to the Distributing Debt and should follow the
procedures described in Rev. Proc. 2025-1 and Rev. Proc. 2017-52 with respect to the

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other obligations. Additional representations, information, and analysis may be
required.
.03 Procedures.
In a request for rulings described in section 3.01 of this revenue procedure, the
taxpayer should submit (in addition to the representations, information, and analysis
described in Rev. Proc. 2025-1 and Rev. Proc. 2017-52) information that describes
(1) the Distributing Debt that will be assumed or satisfied (including the relevant terms of
the Non-contingent Debt Instruments that evidence the Distributing Debt and the date or
dates on which the Distributing Debt was incurred), (2) the § 361 Consideration that will
be distributed to creditors in satisfaction of the Distributing Debt, and (3) the
transactions that will implement Controlled’s assumption of liability for Distributing Debt
or Distributing’s receipt of § 361 Consideration and its distribution of § 361
Consideration to creditors in satisfaction of Distributing Debt.
The taxpayer should also submit information and analysis to establish that (1) any
assumption of Distributing Debt by Controlled will be consideration received by
Distributing in the Divisive Reorganization, and (2) any distribution of § 361
Consideration by Distributing to its creditors in satisfaction of Distributing Debt will be in
connection with the plan of reorganization.
If, at the time of the first distribution of Controlled stock to Distributing shareholders,
the assumption or satisfaction of Distributing Debt is subject to any contingency, the
taxpayer should (1) describe each contingency and any alternative transactions and
(2) establish that there are one or more substantial business reasons for the plan not
being fixed and determined at that time. Documentation of such business reasons

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should be submitted only if requested.
In addition, the taxpayer should submit the representations, information, and analysis
set forth in section 3.04 of this revenue procedure.
.04 Representations, information, and analysis.
The representations, information, and analysis described in paragraphs (1) through
(8) of this section 3.04 should be submitted. With respect to these representations, the
taxpayer should not follow the procedures in section 3.04 of Rev. Proc. 2017-52.
Instead, the taxpayer should set forth each applicable representation and the additional
information and analysis described in this section 3.04. If the taxpayer believes that any
of the representations is not applicable, the taxpayer should explain its rationale for this
belief.
If the taxpayer is unable to submit an applicable representation in the form set forth
in this section 3.04 (Standard Representation), the taxpayer should submit (1) an
explanation for its inability to provide the Standard Representation and (2) the rationale
supporting the issuance of each relevant requested ruling in the absence of the
Standard Representation. If appropriate, the taxpayer should submit (1) a modified
representation that addresses the same matter, (2) an explanation of the modification,
and (3) the rationale supporting the issuance of each relevant requested ruling, taking
into account the modified Standard Representation.
The representations in this section 3.04 use terms defined in this revenue procedure.
The taxpayer should include in its request either (1) definitions of these terms that are
consistent with the definitions in this revenue procedure or (2) a statement to the effect
that these terms have the meanings set forth in this revenue procedure.

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(1) Distributing as obligor in substance. Submit the following REPRESENTATION:
Distributing is in substance the obligor of each Distributing Debt that will be assumed or
satisfied. With respect to any such Distributing Debt, the taxpayer should submit
information regarding any co-obligation, guarantee, indemnity, surety, make-well, keep-
well, or similar arrangement, including security provided by any person other than
Distributing. The taxpayer also should submit information and analysis to establish that,
taking into account any such arrangement, Distributing is in substance the obligor of
such Distributing Debt.
(2) H
older not a Related Person. Submit the following REPRESENTATION: No
holder of Distributing Debt that will be assumed or satisfied is a person related to
Distributing or Controlled within the meaning of § 267(b) or 707(b)(1) (Related Person).
If a holder is a Related Person, the taxpayer should establish that the § 361
Consideration received by the Related Person will be used to satisfy an obligation that
is evidenced by a Non-contingent Debt Instrument and is held by a person other than a
Related Person. The taxpayer also should submit information and analysis to address
any potential application of the consolidated return regulations, including
§ 1.1502-13(g).
(3) H
older of Distributing Debt. Submit the following REPRESENTATION: The
holder of Distributing Debt that will be assumed or satisfied will not hold the debt for the
benefit of Distributing, Controlled, or any Related Person. A collateral benefit received
by Distributing from an arrangement with an intermediary (for example, facilitation of
exchanges of § 361 Consideration for Distributing Debt) will not be treated as the
intermediary holding Distributing Debt for the benefit of Distributing, Controlled, or a

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Related Person. If an intermediary will acquire pre-existing Distributing Debt from any
person, and such Distributing Debt will be satisfied with § 361 Consideration, submit the
following additional REPRESENTATIONS: [Name of intermediary] will not acquire
Distributing Debt from Distributing, Controlled, or any Related Person. Neither
Distributing, nor Controlled, nor any Related Person will participate in any profit gained
by [name of intermediary] upon an exchange of § 361 Consideration; nor will any such
profit be limited by agreement or other arrangement. The value of the § 361
Consideration received by [name of intermediary] in satisfaction of the Distributing Debt
will not exceed the amount to which the holder is entitled under the terms of the
Distributing Debt. The taxpayer should describe any co-obligation, guarantee,
indemnity, surety, make-well, keep-well, or similar arrangement, including additional
security, provided to the intermediary by Distributing, Controlled, or any Related Person
for risk of loss with respect to the Distributing Debt.
(4) Distributing Debt as historic debt. Submit the following REPRESENTATION:
Distributing incurred the Distributing Debt that will be assumed or satisfied (a) before the
request for any relevant ruling is submitted and (b) no later than 60 days before the
earliest of the following dates: (i) the date of the first public announcement (as defined in
§ 1.355-7(h)(10)) of the Divisive Reorganization or a similar transaction, (ii) the date of
the entry by Distributing into a binding agreement to engage in the Divisive
Reorganization or a similar transaction, and (iii) the date of approval of the Divisive
Reorganization or a similar transaction by the board of directors of Distributing. A
transaction is a similar transaction if it would have effected a direct or indirect separation
of all, or a significant portion of, the same assets as the Divisive Reorganization that is

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the subject of the taxpayer’s ruling request (cf. § 1.355-7(h)(12) and (13) (describing the
terms “similar acquisition (not involving a public offering)” and “similar acquisition
involving a public offering,” respectively). If Distributing incurred or will incur any of the
Distributing Debt that will be assumed or satisfied at a later time, the taxpayer should
establish that, based on all the facts and circumstances, the borrowing and the
assumption or satisfaction of such Distributing Debt will result in an allocation of historic
Distributing Debt between Distributing and Controlled or an exchange of historic
Distributing Debt for Controlled stock. As one example, the taxpayer may establish that
the proceeds of the more-recently incurred Distributing Debt were used to satisfy other
Distributing Debt that was incurred no later than the time described in the representation
in this section 3.04(4) (cf. Rev. Rul. 79-258, 1979-2 C.B. 143 (in connection with a
Divisive Reorganization, Controlled’s assumption of liability for debt newly issued by
Distributing to replace historic debt incurred in connection with the business to be
transferred to Controlled did not cause § 357(b) to apply to the assumption)). As
another example, the taxpayer may establish that the proceeds of the Distributing Debt
assumed or satisfied were or will be used in Controlled’s business.
(5) H
istoric average. Submit the following REPRESENTATION: The total adjusted
issue price (determined under § 1.1275-1(b)) of Distributing Debt that will be assumed
or satisfied does not exceed the historic average of the total adjusted issue price of
(a) Distributing Debt owed to persons other than Related Persons and (b) obligations
that are evidenced by Non-contingent Debt Instruments and are owed by other
members of Distributing’s separate affiliated group (within the meaning of
§ 355(b)(3)(B)) to persons other than Related Persons. The historic average of total

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adjusted issue price should be determined based on debt outstanding as of the close of
the eight fiscal quarters that ended or will end immediately before the date of approval
of the Divisive Reorganization by the board of directors of Distributing.
(6) Delayed satisfaction of Distributing Debt. If applicable, submit the following
REPRESENTATIONS: There are one or more substantial business reasons for any
delay in satisfying Distributing Debt with § 361 Consideration beyond 30 days after the
date of the first distribution of Controlled stock to Distributing’s shareholders. All the
Distributing Debt that will be satisfied with § 361 Consideration will be satisfied no later
than 180 days after such distribution. The taxpayer should submit information and
analysis to establish the substantial business reasons for any delay in satisfying
Distributing Debt after the 30-day period beginning on the date of the first distribution of
Controlled stock to Distributing’s shareholders. If satisfaction of any Distributing Debt
with § 361 Consideration will occur more than 180 days after the date of such first
distribution, the taxpayer should submit information and analysis to establish that, based
on all the facts and circumstances, the satisfaction will be in connection with the plan of
reorganization. Documentation of the matters described in this section 3.04(6) should
be submitted only if requested.
(7) N
o replacement of Distributing Debt. Submit the following
REPRESENTATION: Distributing will not replace any Distributing Debt that will be
assumed or satisfied with previously committed borrowing, other than borrowing in the
ordinary course of business pursuant to a revolving credit agreement or similar
arrangement. The purpose of this representation is to establish that the application of
§ 361 to the proposed transactions is consistent with the purposes of § 361. If

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Distributing is a prospective borrower under a revolving credit agreement or similar
arrangement, the taxpayer should submit information and analysis to establish that the
agreement or arrangement was not entered into, and amounts of borrowing provided for
therein were not increased, in a transaction related to the Divisive Reorganization.
(8) General information and analysis. Submit information and analysis to establish
that, under general principles of tax law, the transactions (including any exchange
facilitated by an intermediary) should not be recast, recharacterized, or otherwise
treated as one or more transactions that would not qualify under the relevant provisions
of the Code.
SECTION 4. ADDITIONAL APPLICATION AND PROCEDURES
.01 Ruling requests to which procedures apply.
The procedures described in section 4.02 of this revenue procedure apply to a
request for rulings for a Section 355 Transaction. For purposes of this section 4, any
defined term has the meaning provided in section 2 of the Appendix to Rev. Proc. 2017-
52.
.02 Procedures.
In a request for rulings described in section 4.01 of this revenue procedure, the
taxpayer should submit the documentation, factual information, legal analysis, and
representations set forth in Rev. Proc. 2025-1 and Rev. Proc. 2017-52. In addition, the
taxpayer should submit the representations described in section 4.03 of this revenue
procedure.
.03 Representations, information, and analysis.
The representations, information, and analysis described in paragraphs (1) through
(6) of this section 4.03 should be submitted. With respect to these representations, the

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taxpayer should follow the procedures in section 3.04 of Rev. Proc. 2017-52.
(1) Control requirements. Submit the following REPRESENTATIONS: In the
Distribution, Distributing will distribute on the same day all the stock and securities of
Controlled that it holds immediately before the Distribution. No indebtedness owed by
Controlled to Distributing after the Distribution will constitute stock or securities of
Controlled or any other entity.
(2) S
ection 357(b). Submit the following REPRESENTATION: Any Liabilities
assumed (within the meaning of § 357(d)) by Controlled were incurred in the ordinary
course of business and are associated with any assets transferred.
(3) S
ections 357(c) and 361(b)(3). Submit the following REPRESENTATION: The
total adjusted basis and the fair market value of assets transferred by Distributing to
Controlled will each equal or exceed the sum of (a) the total amount of the Liabilities
assumed (within the meaning of § 357(d)) by Controlled, and (b) the total amount of any
money and the fair market value of other property, if any, received by Distributing and
transferred to its shareholders and its creditors.
(4) S
ections 361(b)(3) and (c)(3). Submit the following REPRESENTATION: Any
Other Property issued or transferred by Controlled to Distributing in pursuance of the
plan of reorganization will be transferred by Distributing to its shareholders in pursuance
of the plan of reorganization or to its creditors in connection with the reorganization.
(5) C
ontrolled securities. Submit the following REPRESENTATION: Any securities
issued by Controlled to Distributing in pursuance of the plan of reorganization will be
transferred by Distributing to its shareholders in pursuance of the plan of reorganization
or to its creditors in connection with the reorganization.

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(6) Solvency of Distributing and Controlled. Submit the following
REPRESENTATION: Immediately after the transaction, the fair market value of the
assets of each of Distributing and Controlled will exceed the amount of its Liabilities.
SECTION 5. MODIFICATIONS TO REVENUE PROCEDURE 2025-1
Rev. Proc. 2025-1 is modified as follows with respect to requests for private letter
rulings postmarked or, if not mailed, received by the IRS after, September 29, 2025:
.01 Section 7.01(2)(a).
(1) First paragraph. Section 7.01(2)(a) of Rev. Proc. 2025-1 is modified by deleting
the second sentence of the first paragraph and adding the following in its place:
But see section 3.02 of Rev. Proc. 2017-52, 2017-41 I.R.B. 283, and sections
3.03 and 4.02 of Rev. Proc. 2025-30, ___ I.R.B. ___, for requirements relating to
ruling requests under § 355.
(2) S
econd paragraph. Section 7.01(2)(a) of Rev. Proc. 2025-1 is further modified
by deleting the second paragraph and adding the following in its place:
If the request concerns a corporate distribution, reorganization, or similar
transaction, the corporate balance sheet and profit and loss statement also
should be submitted. If the request relates to a prospective transaction, the most
recent balance sheet and profit and loss statement should be submitted. See
section 3.02 of Rev. Proc. 2017-52, and sections 3.03 and 4.02 of Rev. Proc.
2025-30, for requirements relating to ruling requests under § 355.
.02 Appendix F. Section .01 of Appendix F to Rev. Proc. 2025-1 is modified as
follows:
(1) In the column titled REVENUE PROCEDURE AND NOTICE, in the text
corresponding to “Subchapter C—Corporate Distributions, Adjustments, Transfers, and

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Reorganizations” found in the column CODE OR REGULATION SECTION, by deleting
the text and adding the following text in its place:
Rev. Proc. 77-37, 1977-2 C.B. 568, as amplified by Rev. Proc. 77-41, 1977-2
C.B. 574, and Rev. Proc. 83-81, 1983-2 C.B. 598, and as modified by Rev. Proc.
89-30, 1989-1 C.B. 895 (see also Rev. Proc. 2025-3, this Bulletin), Rev. Proc.
84-42, 1984-1 C.B. 521 (superseded, in part, as to no-rule areas by Rev. Proc.
2018-3), Rev. Proc. 86-42, 1986-2 C.B. 722, Rev. Proc. 89-50, 1989-2 C.B. 631,
Rev. Proc. 2017-52, 2017-41 I.R.B. 283, and Rev. Proc. 2025-30, ___ I.R.B. ___.
(2) In the column titled REVENUE PROCEDURE AND NOTICE, in the text
corresponding to “355 Checklist questionnaire” found in the column CODE OR
REGULATION SECTION, by deleting the text and adding the following text in its place:
Rev. Proc. 2017-52, 2017-41 I.R.B. 283, and Rev. Proc. 2025-30, ___ I.R.B. ___.
SECTION 6. MISCELLANEOUS
Taxpayers and their advisers are encouraged to contact the Office of Associate
Chief Counsel (Corporate) with questions and comments regarding these matters.
Taxpayers seeking rulings described in section 3.01 or 4.01 of this revenue procedure
are encouraged to request pre-submission conferences. See section 10.07 of Rev.
Proc. 2025-1.
SECTION 7. EFFECT ON OTHER DOCUMENTS
Notice 2024-38 is revoked. With respect to requests for private letter rulings
postmarked or, if not mailed, received by the IRS after September 29, 2025, Rev. Proc.
2025-1 and Rev. Proc. 2017-52 are modified, and Rev. Proc. 2024-24 is superseded.
SECTION 8. EFFECTIVE DATE
This revenue procedure will apply to all ruling requests postmarked or, if not mailed,

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received by the IRS after September 29, 2025. If a ruling request described in section
3.01 or 4.01 of this revenue procedure is pending on such date, the taxpayer may
consider a supplemental submission with the representations, information, and analysis
described in sections 3.04 and 4.03 of this revenue procedure (to the extent this
material has not been submitted).
SECTION 9. PAPERWORK REDUCTION ACT
The Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520) (PRA) generally
requires that a Federal agency obtain the approval of the Office of Management and
Budget (OMB) before collecting information from the public, whether such collection of
information is mandatory, voluntary, or required to obtain or retain a benefit. An agency
may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless the collection of information displays a valid control number assigned
by OMB.
The collections of information in this revenue procedure are in sections 3 and 4.
This information is required to determine whether a taxpayer would qualify for tax-free
treatment to the extent allowed under §§ 357 and 361. The collections of information
are required to obtain a benefit. The likely respondents are corporations that control
another corporation, as well as the management of the corporation the stock of which is
distributed or that controls the corporation the stock of which is being distributed. These
collection requirements supplement the existing collection requirement in Rev. Proc.
2025-1, which is included in the OMB Control Number 1545-1522.
Books or records relating to a collection of information must be retained as long as
their contents may become material in the administration of any internal revenue tax
law. Generally, tax returns and tax return information are confidential, as required by 26

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U.S.C. 6103.
SECTION 10. DRAFTING INFORMATION
The principal author of this revenue procedure is Grid Glyer of the Office of
Associate Chief Counsel (Corporate). For further information regarding this revenue
procedure, please contact Mr. Glyer at (202) 317-3181.