United States: Final GRA Regulations Make Noteworthy Changes To Proposed Regulations

Keywords: gain recognition agreements, GRA, Treasury, IRS, compliance,

On November 18, 2014, the IRS and Treasury released final regulations addressing compliance failures relating to gain recognition agreements (GRAs) (the 2014 final regulations).1 As explained below, the 2014 final regulations generally follow the provisions of the proposed regulations issued on January 31, 2013 (the 2013 proposed regulations), with some noteworthy modifications.

'Reasonable Cause' Relief Under Prior Regs

As previously reported,2 since the 1986 temporary regulations, the section 367(a) regulations have provided a ''reasonable cause'' exception for GRA compliance failures.3

On February 11, 2009, final regulations were issued under section 367(a) (the 2009 regulations).4 The 2009 regulations retained the reasonable cause standard and ignited the controversy regarding ''available upon request'' GRAs (that is, GRAs in which the taxpayer indicates that basis and fair market value information of the transferred securities is ''available upon request''). The preamble to the 2009 regulations stated:

Comments were received regarding whether the information required with a GRA could instead be made available by the U.S. transferor ''upon request.'' The final regulations confirm that the information required with a GRA must be included with the GRA as filed with the tax return of the U.S. transferor.5

This language caused taxpayers and their advisers to imagine that their available upon request GRAs might be invalid ab initio. Mercifully, on July 26, 2010, Michael Danilack, then-deputy commissioner (international) for the IRS Large and Midsize Business Division, issued a directive (the ''directive'') that allowed taxpayers a method for curing otherwise deficient GRAs (including available upon request GRAs).6

The 2013 Proposed Regulations

On January 31, 2013, the IRS and Treasury issued the 2013 proposed regulations. In the 2013 proposed regulations, the IRS and Treasury abandoned the existing reasonable cause standard and provided that full gain recognition under section 367(a)(1) should apply only if a failure to timely file an initial GRA (or a failure to comply with the section 367(a) GRA regulations regarding an existing GRA) was willful.7

The 2013 proposed regulations also required a U.S. person that transferred stock or securities to a foreign corporation to file a Form 926, ''Return by a U.S. Transferor of Property to a Foreign Corporation,'' in all cases in which a GRA was filed, to avoid the section 6038B penalties. However, the 2013 proposed regulations did not require the U.S. transferor to report on Form 926 any specific information regarding the transferred stock or securities.

The 2014 Final Regulations

As noted above, the 2013 proposed regulations were issued in final form on November 18, 2014. The 2014 final regulations generally incorporate the provisions of the 2013 proposed regulations, including the ''non-willful'' standard for relief. However, the 2014 final regulations contain some noteworthy changes:

  • The 2014 final regulations provide for retroactive application to previously filed requests for relief, with a procedure for the resubmission of the previously filed request by the taxpayer.
  • Unlike the 2013 proposed regulations, the 2014 final regulations now require the U.S. transferor to report on Form 926 information relating to the transferred stock or securities.
  • The 2014 final regulations extend the relief for non-willful failures to other reporting obligations under section 367(a) and 367(e).
  • The 2014 final regulations provide that, in some cases, a new Form 8838 does not need to be filed with the request for relief.
  • The 2014 final regulations revoke the directive.

The 2014 final regulations are effective as of November 19, 2014.

The Determination of Willfulness

In accord with the 2013 proposed regulations, the 2014 final regulations provide that a taxpayer may obtain relief for a GRA compliance failure if the taxpayer demonstrates that the failure was not willful. Whether a failure to comply was willful is determined in light of all facts and circumstances. The taxpayer is required to file a written statement explaining the reasons for its compliance failure, and then the director of field operations international, Large Business and International Division, makes a determination.

What's important is that the 2014 final regulations include an example indicating that when a taxpayer files an available upon request GRA and the taxpayer was aware of the need to provide the basis and fair market value of the transferred stock, such omission will be considered a willful failure.8

Also, even if it is determined that a taxpayer's failure to comply with section 367(a) or 367(e) regulations was not willful, the taxpayer will still be subject to the section 6038B penalty if the taxpayer fails to demonstrate that its section 6038B/Form 926 compliance failure was due to reasonable cause and not willful neglect.

Application to Previously Filed Requests

The 2013 proposed regulations applied only to requests for relief submitted on or after the date the 2013 proposed regulations were adopted as final regulations.

In response to this effective date, one commentator requested that the final regulations permit U.S. transferors to request relief for some GRA compliance failures that were the subject of requests for relief submitted before the date that the 2013 proposed regulations were finalized. According to the commentator, not permitting U.S. transferors to do so could result in disparate treatment for similarly situated U.S. transferors.9

In light of that comment, the IRS and Treasury have now determined that, to provide parity between similarly situated U.S. transferors and to promote the policies underlying the 2013 proposed regulations, it is appropriate to provide relief for some GRA compliance failures that were:

  • not willful; and
  • the subject of requests for relief submitted under the previous section 367 regulations.10

Accordingly, the 2014 final regulations provide a procedure under which U.S. transferors may resubmit some previously filed requests (including requests that were denied).11 By submitting a previously filed request under this procedure, a U.S. transferor agrees that the final regulations under section 6038B will apply to any transfer that is the subject of the request.12

Form 926 Reporting

As noted above, the 2013 proposed regulations required a U.S. person to file a Form 926 regarding a transfer of stock or securities in all cases in which a GRA was filed to avoid penalties under section 6038B. However, the proposed regulations did not require the U.S. transferor to report on Form 926 any specific information regarding the transferred stock or securities.

The 2014 final regulations reflect the current view of the IRS and Treasury that, similar to the information that must be provided for other outbound transfers, the U.S. transferor should report on Form 926 the fair market value, adjusted tax basis, and gain recognized regarding the transferred stock or securities, as well as any other information that Form 926, its accompanying instructions, or other applicable guidance require to be submitted for the transfer of the stock or securities.13

Extension of Relief for Non-Willful Failures

Notably, the IRS and Treasury have now determined that it is appropriate to extend the relief for failures that are not willful to some other reporting obligations under section 367(a) that were not covered by the 2013 proposed regulations.14 More specifically, Treas. reg. section 1.367(a)-2 (providing an exception to gain recognition under section 367(a)(1) for outbound transfer of assets for use in the active conduct of a trade or business outside of the United States) and Treas. reg. section 1.367(a)-7 (regarding application of section 367(a) to an outbound transfer of assets by a domestic target corporation in an exchange described in section 361) have been revised such that a taxpayer may, solely for purposes of section 367(a), be deemed not to have failed to comply with the reporting obligations under those sections by demonstrating that the compliance failure was not willful.

As a result, Treas. reg. section 1.367(a)-7T (regarding reasonable cause relief) has been removed. Similarly, the 2014 final regulations also apply the non-willful standard to the reporting obligations under Treas. reg. section 1.367(e)-2(b) and (c) (relating to outbound liquidations).15

As with GRA compliance failures, because many of the cases in which relief is sought under these other provisions are also subject to reporting under section 6038B and the regulations thereunder, the government now believes that the penalty imposed under section 6038B should generally be sufficient to encourage proper reporting and compliance.16

Including an Original Form 8838

Under the 2013 proposed regulations, a U.S. transferor that sought relief for a GRA compliance failure was required, among other things, to file an original Form 8838, ''Consent to Extend the Time to Assess Tax Under Section 367 — Gain Recognition Agreement,'' with the amended return. The IRS and Treasury now recognize that in some cases (for example, cases in which a U.S. transferor seeks relief for an unfiled annual certification), the U.S. transferor will have already filed an original Form 8838 that extends the period of limitations through the required time period.17

As such, the 2014 final regulations provide that, in these cases, a U.S. transferor does not need to file another Form 8838 with the amended return; rather, the U.S. transferor must attach a copy of the previously filed Form 8838 to the amended return.18 A similar modification was made by the 2014 final regulations concerning outbound liquidations and some foreign-to-foreign liquidations described in Code section 332.19

Withdrawal of GRA Directive

As noted above, on July 26, 2010, Danilack issued the directive allowing taxpayers to cure deficient GRAs or related documents without having to demonstrate reasonable cause. Because the 2014 final regulations provide comprehensive guidance designed to ensure compliance with the GRA provisions, the deputy commissioner (international), LB&I, revoked the directive effective on November 19, 2014.20

Failure to Comply; Extension of Limitation Period

Treas. reg. section 1.367(a)-8(j)(8) provides that a failure to comply with the GRA provisions will extend the period of limitations on assessment of tax until the close of the third full tax year ending after the date on which the director of field operations or area director receives actual notice of the failure to comply from the U.S. transferor. The 2013 proposed regulations provided a similar rule regarding a liquidation document filed under Treas. reg. section 1.367(e)-2.21

The IRS and Treasury have now determined that the running of the extended period of limitations under Treas. reg. section 1.367(a)-8(j)(8) and 1.367(e)- 2(e)(4)(ii)(B) should be based on when the taxpayer furnishes to the director the information that should have been provided under Treas. reg. section 1.367(a)-8 or 1.367(e)-2, as applicable.22

Reporting Requirement

Treas. reg. section 1.367(a)-3(a) provides the general rule that a U.S. person must recognize gain on some transfers of stock or securities to a foreign corporation. In relevant part, Treas. reg. section 1.367(a)-3(c) contains an exception for some transfers of stock or securities of a domestic corporation if specific conditions are satisfied. Among other requirements, the ''substantiality test'' (part of the ''active trade or business'' requirement of Treas. reg. section 1.367(a)-3(c)(1)(iv)) must be satisfied. The substantiality test is satisfied if, at the time of the transfer, the fair market value of the transferee foreign corporation is at least equal to the fair market value of the U.S. target company.23

The 2014 final regulations revised the reporting requirement contained in Treas. reg. section 1.367(a)- 3(c)(6)(i)(F)(3) to reflect that the standard that applies for purposes of that reporting requirement is to be the same as the standard that applies for purposes of the substantiality test.24 Accordingly, the 2014 final regulations provide that the U.S. target company must submit a statement demonstrating that the value of the transferee foreign corporation equals or exceeds the value of the U.S. target company on the acquisition date.25

Promptly Filing an Amended Return

One commentator had requested that the final regulations excuse coordinated industry case (CIC) taxpayers from the requirement of filing an amended return promptly after discovering a GRA compliance failure.26 Instead, the commentator suggested the final regulations allow CIC taxpayers to submit the requisite materials when the taxpayers completed a ''qualified amended return'' under Rev. Proc. 94-69 (generally providing special procedures for some taxpayers to show additional tax due or make adequate disclosure regarding an item or position on a tax return before an audit).27

The IRS and Treasury declined to adopt this comment, arguing that same concern exists in other U.S. international tax contexts (for example, Treas. reg. section 1.1503(d)-1(c)(2)) and that it would be inappropriate to create differing procedures for requesting relief under different U.S. international tax provisions. However, the IRS and Treasury indicated their intent to study the issue.28

Modifying the Reported Fair Market Value

Another comment to the 2013 proposed regulations requested that the final regulations provide a mechanism under which taxpayers might modify the fair market value of transferred stock or securities reported on a previously filed GRA. According to the commentator, taxpayers often determine the fair market value of stock or securities before the date that the stock or securities are transferred to a foreign corporation; these determinations are based on projected financial information that may, in some cases, deviate from the actual financial information on the date of the transfer.29

The IRS and Treasury also declined to adopt this comment with the understanding that the 2013 proposed regulations adequately address the commentator's concerns.30

Conclusion

The 2014 final regulations generally incorporate the provisions of the 2013 proposed regulations, including the non-willful standard for relief. They do, however, make some noteworthy changes to the 2013 proposed regulations.

The 2014 final regulations provide their retroactive application to previously filed requests for relief, contemplating a procedure for the resubmission of the request by the taxpayer. Unlike the 2013 proposed regulations, the 2014 final regulations now require the U.S. transferor to report on Form 926 the information relating to the transferred stock or securities. The 2014 final regulations extend relief for non-willful failures relating to other reporting obligations under section 367(a) and 367(e). Also, the 2014 final regulations contemplate some cases in which a new Form 8838 does not need to be filed with the request for relief. Finally, the 2014 final regulations revoke the directive, which allowed taxpayers to cure deficient GRAs or related documents without having to demonstrate reasonable cause.

Originally published by Tax Notes Int'l, January 12, 2015.

Originally published January 29, 2015

Footnotes

1. T.D. 9704.

2. Lewis J. Greenwald and Jared B. Goldberger, ''An 'Available Upon Request' GRA Is a Willful Failure Under the New Standard,'' Tax Notes Int'l, Aug. 26, 2013, p. 811.

3. For purposes of this article, a GRA compliance failure includes a failure to timely file a GRA regarding an outbound transfer of stock or securities or the failure to timely file a related document (for example, an annual certification).

4. T.D. 9446 (Feb. 11, 2009).

5. T.D. 9446, preamble. See also Treas. reg. section 1.367(a)- 8(c)(2).

6. ''Directive on Examination Action With Respect to Certain Gain Recognition Agreements,'' LMSB-4-0510-017 (July 27, 2010). More specifically, under the directive, international examiners were directed to treat any failure to correctly file a GRA as satisfying the timeliness requirement if the taxpayer:

  • filed an amended return for the tax year to which the failure related that included:

    • the complete and accurate filing that should have been included with the original return for such tax year; and
    • the statement ''Filed pursuant to Directive of Examination Action with Respect to Certain Gain Recognition Agreement'' on the first page of the amended return;
  • filed with the amended return a Form 8838, ''Consent to Extend the Time To Assess Tax Under Section 367

    • Gain Recognition Agreement,'' extending the period of limitations on assessment of tax regarding the gain realized but not recognized on the initial transfer to the later of:
    • the close of the eighth full tax year following the tax year during which the initial transfer occurs; or
    • three years from the date the required information is provided to the IRS; and
  • complied with the notice requirements set forth in Treas. reg. section 1.367-8(p)(2)(ii)(A) and (B).

7. REG-140649-11 (Jan. 31, 2013).

8. Treas. reg. section 1.367(a)-8(p)(3), Example 3.

9. T.D. 9704, preamble.

10. Id.

11. Treas. reg. section 1.367(a)-8(r)(3).

12. Id.

13. Treas. reg. section 1.6038B-1(b)(2)(iv).

14. T.D. 9704, preamble.

15. Treas. reg. section 1.367(e)-2(f).

16. T.D. 9704, preamble.

17. Id.

18. Treas. reg. 1.367(a)-8(p)(2).

19. Treas. reg. 1.367(e)-2(f)(2)(i).

20. LMSB-04-0510-017.

21. Prop. Treas. reg. section 1.367(e)-2(e)(4)(ii)(B).

22. This agreement is deemed consented to and signed by the secretary for purposes of section 6501(c)(4). See T.D. 9704, preamble. Also, Treas. reg. section 1.367(a)-8(c)(2)(iii), 1.367(e)- 2(b)(2)(i)(C)(1), and 1.367(e)-2(b)(2)(iii)(D) are revised by the 2014 final regulations to clarify that when a taxpayer files a GRA or a liquidation document under Treas. reg. section 1.367(e)-2, the taxpayer agrees to extend the period of limitations on assessment of tax.

23. Treas. reg. section 1.367(a)-3(c)(3)(iii)(A).

24. T.D. 9704, preamble.

25. Treas. reg. section 1.367(a)-3(c)(6)(i)(F)(3).

26. T.D. 9704, preamble.

27. 1994-2 C.B. 804.

28. T.D. 9704, preamble.

29. Id.

30. In this regard, the preamble to the 2014 final regulations noted that, because a GRA is filed when a taxpayer files its tax return (rather than at the time of an outbound transfer of stock or securities), a taxpayer has, not including extensions, at least two-and-a-half months following a transfer to reconcile projected financial information with actual financial information. Furthermore, a taxpayer may file an extension if it needs additional time to comply with the requirements of Treas. reg. section 1.367(a)-8. Finally, the preamble states a taxpayer that fails to materially comply with the requirements of Treas. reg. section 1.367(a)-8, including the requirement to include the fair market value of the transferred stock or securities in the GRA, may be eligible to correct the GRA by seeking relief based on a claim that the failure was not willful.

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