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20 NYCRR § 3-9.6

Carryforwards in certain corporate reorganizations and acquisitions

Official textus-ny/regstax.ny.gov
Summarize

# (a)

A “separate return limitation year” (SRLY) means any separate return year of a corporation. The carryforward of any NOL incurred by a corporation for any taxable year beginning on or after January 1, 2015, is limited after a reorganization or merger by the same principles for the limitation of the carryforward of an NOL for Federal tax purposes as required under the provisions of IRC sections 381 through 384 and related regulations and any other section of the IRC or related regulations. NOLs arising in taxable years beginning on or after January 1, 2015, and carried forward to a combined report from a SRLY may be used to reduce the combined group’s apportioned business income only to the extent of the apportioned business income of the combined group attributable to the acquired loss corporation that carried forward the loss from the SRLY (SRLY limitation).

# (b)

NOL carryforward that is subject to limitation under IRC section 382 and related provisions. If the corporation’s Federal NOL carryforward is limited in a particular year under IRC section 382, the amount of NOL carryforward allowed for New York State purposes is similarly limited. The IRC section 382 limitation adjusted for New York is the product of the annual IRC section 382 limitation and the business apportionment factor for the current tax year. In addition, if the NOLD of the combined group is less than such annual limitation in a given tax year, the annual IRC section 382 limitation adjusted for New York in the next taxable year shall be increased by such excess.

# (c)

The SRLY limitation described in subdivision (a) will not apply where there is an overlap with IRC section 382 as described in subdivision (b), if it would not apply for federal income tax purposes.

# (d)

In the event the NOLs described in subdivision (a) or (b) of this section are from the same loss year as losses of the acquiring corporation, the amount of SRLY limited carryforward under subdivision (a) or the IRC section 382 limited carryforward under subdivision (b) shall be applied before applying any other NOL against the remaining business income of the combined group.

Source: official source document (DTF adopted rule text, December 2023 corporate reform)

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In this part (40 sections)
  1. 3-3.3 · Subtraction modifications for community banks and thrifts
  2. 3-3.4 · Royalty modification
  3. 3-4.1 · Definition of investment capital
  4. 3-4.2 · Constitutionally protected investment capital
  5. 3-4.3 · Investment capital identification procedures
  6. 3-4.4 · Presumed investment capital that fails the holding period…
  7. 3-4.5 · Definition of investment income
  8. 3-4.6 · Definition of other exempt income
  9. 3-4.7 · Attribution of interest deductions
  10. 3-4.8 · Safe harbor reduction election
  11. 3-5.1 · Definition of business capital and capital base
  12. 3-5.2 · Definition of business income and the business income base
  13. 3-6.1 · Examples. The following are examples intended to address only…
  14. 3-7.1 · New York investment capital gains or losses in taxable years…
  15. 3-7.2 · New York business capital gains or losses in taxable years…
  16. 3-7.3 · Capital losses sustained in taxable years beginning before…
  17. 3-7.4 · Capital losses sustained in taxable years beginning on or after…
  18. 3-7.5 · Application of New York net capital losses
  19. 3-7.6 · Rules for combined reports
  20. 3-7.7 · Record keeping
  21. 3-7.8 · Examples
  22. 3-8.1 · Definitions
  23. 3-8.2 · Computation of the unabsorbed net operating loss (UNOL)
  24. 3-8.3 · Examples
  25. 3-8.4 · PNOLC subtraction -- General
  26. 3-8.5 · Corporations that are not allowed a PNOLC subtraction
  27. 3-8.6 · Computation of PNOLC subtraction pool
  28. 3-8.7 · Computation of the PNOLC subtraction
  29. 3-8.8 · Impact of combined group changes on the PNOLC subtraction
  30. 3-8.9 · Examples
  31. 3-8.10 · Impact of certain corporate acquisitions on the PNOLC…
  32. 3-8.11 · Record-keeping
  33. 3-8.12 · Subsequent changes
  34. 3-9.1 · Definitions
  35. 3-9.2 · Net operating loss deduction
  36. 3-9.3 · Application of NOLs
  37. 3-9.4 · Overpayments and underpayments resulting from NOL carrybacks
  38. 3-9.5 · Income from discharge of indebtedness
  39. 3-9.6 · Carryforwards in certain corporate reorganizations and…
  40. 3-9.7 · Examples
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