The IRS today released an advance version of Rev. Proc. 2018-15 providing that new applications for recognition of exemption will not be required of domestic section 501(c) organizations that change their legal form or place of organization.
With Rev. Proc. 2018-15 [PDF 57 KB], earlier guidance items—specifically, Rev. Rul. 67-390 and Rev. Rul. 77-469—are rendered obsolete.
Under prior IRS guidance—Rev. Ruls. 67-390 and 77-469—the IRS typically required new exemption applications in certain cases in which entities generally were not required to obtain a new EIN, such as the incorporation of an exempt association or the reincorporation of an exempt corporation in a different state.
Rev. Proc. 2018-15 generally eliminates the requirement for domestic business entities classified as corporations to file a new exemption application after a corporate restructuring, if certain conditions are met, to better align the requirements for new exemption applications with the requirements for obtaining new EINs in common restructuring situations. Today’s revenue procedure notes that because the IRS already requires exempt organizations to report significant organizational changes and new program services on their annual Forms 990, requiring a new exemption application after a corporate restructuring often is unnecessary and duplicative.
Rev. Proc. 2018-15 generally provides that in the case of a corporate restructuring of a domestic business entity that is classified as a corporation under Reg. section 301.7701-2(b)(1) or (2) and is recognized as an organization described in section 501(c), the surviving organization will not be required to file a new exemption application if it is:
The restructuring organization (or all restructuring organizations in the case of a statutory merger) must be in good standing with the state in which it was incorporated or formed. In addition, for organizations described in section 501(c)(3), the surviving organization’s articles of organization must continue to meet the organizational test of Reg. section 1.501(c)(3)-1(b). The revenue procedure does not apply to any corporate restructuring in which (1) the restructuring organization or the surviving organization is a disregarded entity, limited liability company, partnership, or foreign business entity; or (2) the surviving organization obtains a new EIN.
The surviving organization must report the corporate restructuring on any required Form 990 for the applicable tax year. In the case of a domestication or reincorporation in a different state, the surviving organization must also report a change of address as prescribed by the IRS.
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