Internal Revenue Bulletin 2025-37 (PDF rendition): IRS Revenue Rulings

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Bulletin No. 2025–37
September 8, 2025
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
Rev. Rul. 2025-18, page 365.
Interest rates: underpayments and overpayments. The rates
for interest determined under Section 6621 of the code for
the calendar quarter beginning October 1, 2025, will be 7
percent for overpayments (6 percent in the case of a cor-
poration), 7 percent for underpayments, and 9 percent for
large corporate underpayments. The rate of interest paid on
the portion of a corporate overpayment exceeding $10,000
will be 4.5 percent.
INCOME TAX
Notice 2025-44, page 386.
This notice announces a forthcoming withdrawal of the dis-
regarded payment loss (“DPL”) rules under § 1.1503(d)-1(d).
The DPL rules were finalized on January 14, 2025 and would
have been applicable with respect to losses incurred in tax-
able years beginning on or after January 1, 2026. In addition,
this notice announces an additional extension of the transi-
tion relief initially announced in Notice 2023-80 with respect
to the interaction of the dual consolidated loss rules and the
model rules published by the OECD/G20 Inclusive Frame-
work on BEPS.
Notice 2025-45, page 388.
This notice announces that the Department of the Trea-
sury and the Internal Revenue Service intend to issue pro-
posed regulations under sections 897(d) and (e) to modify
the rules under §§1.897-5T and 1.897-6T, Notice 89-85,
1989-2 C.B. 403, and Notice 2006-46, 2006-1 C.B. 1044,
regarding certain transactions involving the transfer of
United States real property interests. When issued, the
regulations will propose to revise the rules that apply to
certain inbound asset reorganizations under section 368(a)
(1)(F) that constitute a “covered inbound F reorganization”
as defined in section 3.02 of this notice. This notice also
announces that the Department of the Treasury and the
Internal Revenue Service intend to issue proposed regula-
tions to revise §1.368-2(m) to clarify that qualification of a
potential F reorganization (as defined in §1.368-2(m)(1)) as
a reorganization under section 368(a)(1)(F) would not be
affected by a disposition of stock in either the transferor
corporation or the resulting corporation if that disposition
is not included in the plan of reorganization.
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.
September 8, 2025 Bulletin No. 2025–37

Part I
Section 6621.—
Determination of Rate of
Interest
26 CFR 301.6621-1: Interest rate.
Rev. Rul. 2025-18
Section 6621 of the Internal Reve-
nue Code establishes the interest rates
on overpayments and underpayments of
tax. Under section 6621(a)(1), the over-
payment rate is the sum of the federal
short-term rate plus 3 percentage points (2
percentage points in the case of a corpo-
ration), except the rate for the portion of
a corporate overpayment of tax exceeding
$10,000 for a taxable period is the sum
of the federal short-term rate plus 0.5 of
a percentage point. Under section 6621(a)
(2), the underpayment rate is the sum of
the federal short-term rate plus 3 percent-
age points.
Section 6621(c) provides that for pur-
poses of interest payable under section
6601 on any large corporate underpay-
ment, the underpayment rate under section
6621(a)(2) is determined by substituting
“5 percentage points” for “3 percentage
points.” See section 6621(c) and section
301.6621-3 of the Regulations on Proce-
dure and Administration for the definition
of a large corporate underpayment and
for the rules for determining the appli-
cable date. Section 6621(c) and section
301.6621-3 are generally effective for
periods after December 31, 1990.
Section 6621(b)(1) provides that the
Secretary will determine the federal short-
term rate for the first month in each cal-
endar quarter. Section 6621(b)(2)(A)
provides that the federal short-term rate
determined under section 6621(b)(1) for
any month applies during the first calen-
dar quarter beginning after that month.
Section 6621(b)(3) provides that the fed-
eral short-term rate for any month is the
federal short-term rate determined during
that month by the Secretary in accordance
with section 1274(d), rounded to the near-
est full percent (or, if a multiple of 1/2 of
1 percent, the rate is increased to the next
highest full percent).
Notice 88-59, 1988-1 C.B. 546,
announced that in determining the quar-
terly interest rates to be used for overpay-
ments and underpayments of tax under
section 6621, the Internal Revenue Ser-
vice will use the federal short-term rate
based on daily compounding because that
rate is most consistent with section 6621
which, pursuant to section 6622, is subject
to daily compounding.
The federal short-term rate deter-
mined in accordance with section
1274(d) during July 2025 is the rate pub-
lished in Revenue Ruling 2025-14, 2025-
32 IRB 300, to take effect beginning
August 1, 2025. The federal short-term
rate, rounded to the nearest full percent,
based on daily compounding determined
during the month of July 2025 is 4 per-
cent. Accordingly, an overpayment rate
of 7 percent (6 percent in the case of a
corporation) and an underpayment rate of
7 percent are established for the calendar
quarter beginning October 1, 2025. The
overpayment rate for the portion of a cor-
porate overpayment exceeding $10,000
for the calendar quarter beginning Octo-
ber 1, 2025, is 4.5 percent. The underpay-
ment rate for large corporate underpay-
ments for the calendar quarter beginning
October 1, 2025, is 9 percent. These rates
apply to amounts bearing interest during
that calendar quarter.
Sections 6654(a)(1) and 6655(a)
(1) provide that the underpayment rate
established under section 6621 applies
in determining the addition to tax under
sections 6654 and 6655 for failure to pay
estimated tax for any taxable year. Thus,
the 7 percent rate also applies to estimated
tax underpayments for the fourth calen-
dar quarter beginning October 1, 2025.
In addition, pursuant to section 6603(d)
(4), the rate of interest on section 6603
deposits is 4 percent for the fourth calen-
dar quarter in 2025.
Interest factors for daily compound
interest for annual rates of 4.5 percent, 6
percent, 7 percent and 9 percent are pub-
lished in Tables 14, 17, 19 and 23 of Rev.
Proc. 95-17, 1995-1 C.B. 568, 571, 573,
and 577.
Annual interest rates to be compounded
daily pursuant to section 6622 that apply
for prior periods are set forth in the tables
accompanying this revenue ruling.
DRAFTING INFORMATION
The principal author of this revenue
ruling is Casey R. Conrad of the Office of
the Associate Chief Counsel (Procedure
and Administration). For further informa-
tion regarding this revenue ruling, contact
Mr. Conrad at (202) 317-6844 (not a toll-
free number).
Bulletin No. 2025–37 365 September 8, 2025

365 Day Year
0.5% Compound Rate 184 Days
DaysFactorDaysFactorDaysFactor
10.000013699630.0008633801250.001713784
20.000027397640.0008770911260.001727506
30.000041096650.0008908011270.001741228
40.000054796660.0009045121280.001754951
50.000068495670.0009182231290.001768673
60.000082195680.0009319341300.001782396
70.000095894690.0009456461310.001796119
80.000109594700.0009593571320.001809843
90.000123294710.0009730691330.001823566
100.000136995720.0009867811340.001837290
110.000150695730.0010004931350.001851013
120.000164396740.0010142061360.001864737
130.000178097750.0010279181370.001878462
140.000191798760.0010416311380.001892186
150.000205499770.0010553441390.001905910
160.000219201780.0010690571400.001919635
170.000232902790.0010827701410.001933360
180.000246604800.0010964841420.001947085
190.000260306810.0011101971430.001960811
200.000274008820.0011239111440.001974536
210.000287711830.0011376251450.001988262
220.000301413840.0011513391460.002001988
230.000315116850.0011650541470.002015714
240.000328819860.0011787681480.002029440
250.000342522870.0011924831490.002043166
260.000356225880.0012061981500.002056893
270.000369929890.0012199131510.002070620
280.000383633900.0012336291520.002084347
290.000397336910.0012473441530.002098074
300.000411041920.0012610601540.002111801
310.000424745930.0012747761550.002125529
320.000438449940.0012884921560.002139257
330.000452154950.0013022081570.002152985
340.000465859960.0013159251580.002166713
350.000479564970.0013296411590.002180441
360.000493269980.0013433581600.002194169
370.000506974990.0013570751610.002207898
380.0005206801000.0013707921620.002221627
390.0005343861010.0013845101630.002235356
400.0005480921020.0013982271640.002249085
410.0005617981030.0014119451650.002262815
420.0005755041040.0014256631660.002276544
September 8, 2025 366 Bulletin No. 2025–37

Bulletin No. 2025–37 367 September 8, 2025
430.0005892111050.0014393811670.002290274
440.0006029171060.0014531001680.002304004
450.0006166241070.0014668181690.002317734
460.0006303311080.0014805371700.002331465
470.0006440391090.0014942561710.002345195
480.0006577461100.0015079751720.002358926
490.0006714541110.0015216941730.002372657
500.0006851611120.0015354141740.002386388
510.0006988691130.0015491331750.002400120
520.0007125781140.0015628531760.002413851
530.0007262861150.0015765731770.002427583
540.0007399951160.0015902931780.002441315
550.0007537031170.0016040141790.002455047
560.0007674121180.0016177341800.002468779
570.0007811211190.0016314551810.002482511
580.0007948311200.0016451761820.002496244
590.0008085401210.0016588971830.002509977
600.0008222501220.0016726191840.002523710
610.0008359601230.001686340
620.0008496701240.001700062

September 8, 2025 368 Bulletin No. 2025–37
366 Day Year
0.5% Compound Rate 184 Days
DaysFactorDaysFactorDaysFactor
10.000013661630.0008610201250.001709097
20.000027323640.0008746931260.001722782
30.000040984650.0008883661270.001736467
40.000054646660.0009020401280.001750152
50.000068308670.0009157131290.001763837
60.000081970680.0009293871300.001777522
70.000095632690.0009430611310.001791208
80.000109295700.0009567351320.001804893
90.000122958710.0009704091330.001818579
100.000136620720.0009840841340.001832265
110.000150283730.0009977581350.001845951
120.000163947740.0010114331360.001859638
130.000177610750.0010251081370.001873324
140.000191274760.0010387831380.001887011
150.000204938770.0010524591390.001900698
160.000218602780.0010661341400.001914385
170.000232266790.0010798101410.001928073
180.000245930800.0010934861420.001941760
190.000259595810.0011071621430.001955448
200.000273260820.0011208391440.001969136
210.000286924830.0011345151450.001982824
220.000300590840.0011481921460.001996512
230.000314255850.0011618691470.002010201
240.000327920860.0011755461480.002023889
250.000341586870.0011892231490.002037578
260.000355252880.0012029001500.002051267
270.000368918890.0012165781510.002064957
280.000382584900.0012302561520.002078646
290.000396251910.0012439341530.002092336
300.000409917920.0012576121540.002106025
310.000423584930.0012712911550.002119715
320.000437251940.0012849691560.002133405
330.000450918950.0012986481570.002147096
340.000464586960.0013123271580.002160786
350.000478253970.0013260061590.002174477
360.000491921980.0013396851600.002188168
370.000505589990.0013533651610.002201859
380.0005192571000.0013670441620.002215550
390.0005329251010.0013807241630.002229242
400.0005465941020.0013944041640.002242933
410.0005602621030.0014080851650.002256625
420.0005739311040.0014217651660.002270317

Bulletin No. 2025–37 369 September 8, 2025
430.0005876001050.0014354461670.002284010
440.0006012691060.0014491271680.002297702
450.0006149391070.0014628081690.002311395
460.0006286081080.0014764891700.002325087
470.0006422781090.0014901701710.002338780
480.0006559481100.0015038521720.002352473
490.0006696181110.0015175331730.002366167
500.0006832891120.0015312151740.002379860
510.0006969591130.0015448971750.002393554
520.0007106301140.0015585801760.002407248
530.0007243011150.0015722621770.002420942
540.0007379721160.0015859451780.002434636
550.0007516431170.0015996281790.002448331
560.0007653151180.0016133111800.002462025
570.0007789861190.0016269941810.002475720
580.0007926581200.0016406781820.002489415
590.0008063301210.0016543611830.002503110
600.0008200031220.0016680451840.002516806
610.0008336751230.001681729
620.0008473481240.001695413

September 8, 2025 370 Bulletin No. 2025–37
TABLE OF INTEREST RATES
PERIODS BEFORE JUL. 1, 1975 – PERIODS ENDING DEC. 31, 1986
OVERPAYMENTS AND UNDERPAYMENTS
PERIODRATEIn 1995-1 C.B.
DAILY RATE TABLE
Before Jul. 1, 19756%Table2,pg.557
Jul. 1, 1975–Jan. 31, 19769%Table4,pg.559
Feb. 1, 1976–Jan. 31, 19787%Table3,pg.558
Feb. 1, 1978–Jan. 31, 19806%Table2,pg.557
Feb. 1, 1980–Jan. 31, 198212%Table5,pg.560
Feb. 1, 1982–Dec. 31, 198220%Table6,pg.560
Jan. 1, 1983–Jun. 30, 198316%Table37,pg.591
Jul. 1, 1983–Dec. 31, 198311%Table27,pg.581
Jan. 1, 1984–Jun. 30, 198411%Table75,pg.629
Jul. 1, 1984–Dec. 31, 198411%Table75,pg.629
Jan. 1, 1985–Dec. 31, 198513%Table31,pg.585
Jul. 1, 1985–Dec. 31, 198511%Table27,pg.581
Jan. 1, 1986–Jun. 30, 198610%Table25,pg.579
Jul. 1, 1986–Dec. 31, 19869%Table23,pg.577
TABLE OF INTEREST RATES
FROM JAN. 1, 1987 – Dec. 31, 1998
OVERPAYMENTSUNDERPAYMENTS
1995-1 C.B.1995-1 C.B. RATE
RATETABLEPGRATETABLEPG
Jan. 1, 1987–Mar. 31, 19878%215759%23577
Apr. 1, 1987–Jun. 30, 19878%215759%23577
Jul. 1, 1987–Sep. 30, 19878%215759%23577
Oct. 1, 1987–Dec. 31, 19879%2357710%25579
Jan. 1, 1988–Mar. 31, 198810%7362711%75629
Apr. 1, 1988–Jun. 30, 19889%7162510%73627
Jul. 1, 1988–Sep. 30, 19889%7162510%73627
Oct. 1, 1988–Dec. 31, 198810%7362711%75629
Jan. 1, 1989–Mar. 31, 198910%2557911%27581
Apr. 1, 1989–Jun. 30, 198911%2758112%29583
Jul. 1, 1989–Sep. 30, 198911%2758112%29583
Oct. 1, 1989–Dec. 31, 198910%2557911%27581
Jan. 1, 1990–Mar. 31, 199010%2557911%27581
Apr. 1, 1990–Jun. 30, 199010%2557911%27581
Jul. 1, 1990–Sep. 30, 199010%2557911%27581
Oct. 1, 1990–Dec. 31, 199010%2557911%27581
Jan. 1, 1991–Mar. 31, 199110%2557911%27581
Apr. 1, 1991–Jun. 30, 19919%2357710%25579
Jul. 1, 1991–Sep. 30, 19919%2357710%25579
Oct. 1, 1991–Dec. 31, 19919%2357710%25579
Jan. 1, 1992–Mar. 31, 19928%696239%71625

Bulletin No. 2025–37 371 September 8, 2025
Apr. 1, 1992–Jun. 30, 19927%676218%69623
Jul. 1, 1992–Sep. 30, 19927%676218%69623
Oct. 1, 1992–Dec. 31, 19926%656197%67621
Jan. 1, 1993–Mar. 31, 19936%175717%19573
Apr. 1, 1993–Jun. 30, 19936%175717%19573
Jul. 1, 1993–Sep. 30, 19936%175717%19573
Oct. 1, 1993–Dec. 31, 19936%175717%19573
Jan. 1, 1994–Mar. 31, 19946%175717%19573
Apr. 1, 1994–Jun. 30, 19946%175717%19573
Jul. 1, 1994–Sep. 30, 19947%195738%21575
Oct. 1, 1994–Dec. 31, 19948%215759%23577
Jan. 1, 1995–Mar. 31, 19958%215759%23577
Apr. 1, 1995–Jun. 30, 19959%2357710%25579
Jul. 1, 1995–Sep. 30, 19958%215759%23577
Oct. 1, 1995–Dec. 31, 19958%215759%23577
Jan. 1, 1996–Mar. 31, 19968%696239%71625
Apr. 1, 1996–Jun. 30, 19967%676218%69623
Jul. 1, 1996–Sep. 30, 19968%696239%71625
Oct. 1, 1996–Dec. 31, 19968%696239%71625
Jan. 1, 1997–Mar. 31, 19978%215759%23577
Apr. 1, 1997–Jun. 30, 19978%215759%23577
Jul. 1, 1997–Sep. 30, 19978%215759%23577
Oct. 1, 1997–Dec. 31, 19978%215759%23577
Jan. 1, 1998–Mar. 31, 19988%215759%23577
Apr. 1, 1998–Jun. 30, 19987%195738%21575
Jul. 1, 1998–Sep. 30, 19987%195738%21575
Oct. 1, 1998–Dec. 31, 19987%195738%21575

September 8, 2025 372 Bulletin No. 2025–37
TABLE OF INTEREST RATES
FROM JANUARY 1, 1999 – PRESENT
NONCORPORATE OVERPAYMENTS AND UNDERPAYMENTS
1995-1 C.B.
RATETABLEPAGE
Jan. 1, 1999–Mar. 31, 19997%19573
Apr. 1, 1999–Jun. 30, 19998%21575
Jul. 1, 1999–Sep. 30, 19998%21575
Oct. 1, 1999–Dec. 31, 19998%21575
Jan. 1, 2000–Mar. 31, 20008%69623
Apr. 1, 2000–Jun. 30, 20009%71625
Jul. 1, 2000–Sep. 30, 20009%71625
Oct. 1, 2000–Dec. 31, 20009%71625
Jan. 1, 2001–Mar. 31, 20019%23577
Apr. 1, 2001–Jun. 30, 20018%21575
Jul. 1, 2001–Sep. 30, 20017%19573
Oct. 1, 2001–Dec. 31, 20017%19573
Jan. 1, 2002–Mar. 31, 20026%17571
Apr. 1, 2002–Jun. 30, 20026%17571
Jul. 1, 2002–Sep. 30, 20026%17571
Oct. 1, 2002–Dec. 31, 20026%17571
Jan. 1, 2003–Mar. 31, 20035%15569
Apr. 1, 2003–Jun. 30, 20035%15569
Jul. 1, 2003–Sep. 30, 20035%15569
Oct. 1, 2003–Dec. 31, 20034%13567
Jan. 1, 2004–Mar. 31, 20044%61615
Apr. 1, 2004–Jun. 30, 20045%63617
Jul. 1, 2004–Sep. 30, 20044%61615
Oct. 1, 2004–Dec. 31, 20045%63617
Jan. 1, 2005–Mar. 31, 20055%15569
Apr. 1, 2005–Jun. 30, 20056%17571
Jul. 1, 2005–Sep. 30, 20056%17571
Oct. 1, 2005–Dec. 31, 20057%19573
Jan. 1, 2006–Mar. 31, 20067%19573
Apr. 1, 2006–Jun. 30, 20067%19573
Jul. 1, 2006–Sep. 30, 20068%21575
Oct. 1, 2006–Dec. 31, 20068%21575
Jan. 1, 2007–Mar. 31, 20078%21575
Apr. 1, 2007–Jun. 30, 20078%21575
Jul. 1, 2007–Sep. 30, 20078%21575
Oct. 1, 2007–Dec. 31, 20078%21575
Jan. 1, 2008–Mar. 31, 20087%67621
Apr. 1, 2008–Jun. 30, 20086%65619
Jul. 1, 2008–Sep. 30, 20085%63617
Oct. 1, 2008–Dec. 31, 20086%65619
Jan. 1, 2009–Mar. 31, 20095%15569

Bulletin No. 2025–37 373 September 8, 2025
Apr. 1, 2009–Jun. 30, 20094%13567
Jul. 1, 2009–Sep. 30, 20094%13567
Oct. 1, 2009–Dec. 31, 20094%13567
Jan. 1, 2010–Mar. 31, 20104%13567
Apr. 1, 2010–Jun. 30, 20104%13567
Jul. 1, 2010–Sep. 30, 20104%13567
Oct. 1, 2010–Dec. 31, 20104%13567
Jan. 1, 2011–Mar. 31, 20113%11565
Apr. 1, 2011–Jun. 30, 20114%13567
Jul. 1, 2011–Sep. 30, 20114%13567
Oct. 1, 2011–Dec. 31, 20113%11565
Jan. 1, 2012–Mar. 31, 20123%59613
Apr. 1, 2012–Jun. 30, 20123%59613
Jul. 1, 2012–Sep. 30, 20123%59613
Oct. 1, 2012–Dec. 31, 20123%59613
Jan. 1, 2013–Mar. 31, 20133%11565
Apr. 1, 2013–Jun. 30, 20133%11565
Jul. 1, 2013–Sep. 30, 20133%11565
Oct. 1, 2013–Dec. 31, 20133%11565
Jan. 1, 2014–Mar. 31, 20143%11565
Apr. 1, 2014–Jun. 30, 20143%11565
Jul. 1, 2014–Sep. 30, 20143%11565
Oct. 1, 2014–Dec. 31, 20143%11565
Jan. 1, 2015–Mar. 31, 20153%11565
Apr. 1, 2015–Jun. 30, 20153%11565
Jul. 1, 2015–Sep. 30, 20153%11565
Oct. 1, 2015–Dec. 31, 20153%11565
Jan. 1, 2016–Mar. 31, 20163%59613
Apr. 1, 2016–Jun. 30, 20164%61615
Jul. 1, 2016–Sep. 30, 20164%61615
Oct. 1, 2016–Dec. 31, 20164%61615
Jan. 1, 2017–Mar. 31, 20174%13567
Apr. 1, 2017–Jun. 30, 20174%13567
Jul. 1, 2017–Sep. 30, 20174%13567
Oct. 1, 2017–Dec. 31, 20174%13567
Jan. 1, 2018–Mar. 31, 20184%13567
Apr. 1, 2018–Jun. 30, 20185%15569
Jul. 1, 2018–Sep. 30, 20185%15569
Oct. 1, 2018–Dec. 31, 20185%15569
Jan. 1, 2019–Mar. 31, 20196%17571
Apr. 1, 2019–Jun. 30, 20196%17571
Jul. 1, 2019–Sep. 30, 20195%15569
Oct. 1, 2019–Dec. 31, 20195%15569
Jan. 1, 2020–Mar. 31, 20205%63617
Apr. 1, 2020–Jun. 30, 20205%63617

September 8, 2025 374 Bulletin No. 2025–37
Jul. 1, 2020–Sep. 30, 20203%59613
Oct. 1, 2020–Dec. 31, 20203%59613
Jan. 1, 2021–Mar. 31, 20213%11565
Apr. 1, 2021–Jun. 30, 20213%11565
Jul. 1, 2021–Sep. 30, 20213%11565
Oct. 1, 2021–Dec. 31, 20213%11565
Jan. 1, 2022–Mar. 31, 20223%11565
Apr. 1, 2022–Jun. 30, 20224%13567
Jul. 1, 2022–Sep. 30, 20225%15569
Oct. 1, 2022–Dec. 31, 20226%17571
Jan. 1, 2023–Mar. 31, 20237%19573
Apr. 1, 2023–Jun. 30, 20237%19573
Jul. 1, 2023–Sep. 30, 2023 7%19573
Oct. 1, 2023–Dec. 31, 20238%21575
Jan. 1, 2024–Mar. 31, 20248%69623
Apr. 1, 2024–Jun. 30, 20248%69623
Jul. 1, 2024–Sep. 30, 20248%69623
Oct. 1, 2024–Dec. 31, 20248%69623
Jan. 1, 2025–Mar. 31, 20257%19573
Apr. 1, 2025–Jun. 30, 20257%19573
Jul. 1, 2025–Sep. 30, 20257%19573
Oct. 1, 2025–Dec. 31, 20257%19573

Bulletin No. 2025–37 375 September 8, 2025
TABLE OF INTEREST RATES
FROM JANUARY 1, 1999 – PRESENT
CORPORATE OVERPAYMENTS AND UNDERPAYMENTS
OVERPAYMENTSUNDERPAYMENTS
1995-1 C.B.1995-1 C.B.
RATETABLEPGRATETABLEPG
Jan. 1, 1999–Mar. 31, 19996%175717%19573
Apr. 1, 1999–Jun. 30, 19997%195738%21575
Jul. 1, 1999–Sep. 30, 19997%195738%21575
Oct. 1, 1999–Dec. 31, 19997%195738%21575
Jan. 1, 2000–Mar. 30, 20007%676218%69623
Apr. 1, 2000–Jun. 30, 20008%696239%71625
Jul. 1, 2000–Sep. 30, 20008%696239%71625
Oct. 1, 2000–Dec. 31, 20008%696239%71625
Jan. 1, 2001–Mar. 31, 20018%215759%23577
Apr. 1, 2001–Jun. 30, 20017%195738%21575
Jul. 1, 2001–Sep. 30, 20016%175717%19573
Oct. 1, 2001–Dec. 31, 20016%175717%19573
Jan. 1, 2002–Mar. 31, 20025%155696%17571
Apr. 1, 2002–Jun. 30, 20025%155696%17571
Jul. 1, 2002–Sep. 30, 20025%155696%17571
Oct. 1, 2002–Dec. 31, 20025%155696%17571
Jan. 1, 2003–Mar. 31, 20034%135675%15569
Apr. 1, 2003–Jun. 30, 20034%135675%15569
Jul. 1, 2003–Sep. 30, 20034%135675%15569
Oct. 1, 2003–Dec. 31, 20033%115654%13567
Jan. 1, 2004–Mar. 31, 20043%596134%61615
Apr. 1, 2004–Jun. 30, 20044%616155%63617
Jul. 1, 2004–Sep. 30, 20043%596134%61615
Oct. 1, 2004–Dec. 31, 20044%616155%63617
Jan. 1, 2005–Mar. 31, 20054%135675%15569
Apr. 1, 2005–Jun. 30, 20055%155696%17571
Jul. 1, 2005–Sep. 30, 20055%155696%17571
Oct. 1, 2005–Dec. 31, 20056%175717%19573
Jan. 1, 2006–Mar. 31, 20066%175717%19573
Apr. 1, 2006–Jun. 30, 20066%175717%19573
Jul. 1, 2006–Sep. 30, 20067%195738%21575
Oct. 1, 2006–Dec. 31, 20067%195738%21575
Jan. 1, 2007–Mar. 31, 20077%195738%21575
Apr. 1, 2007–Jun. 30, 20077%195738%21575
Jul. 1, 2007–Sep. 30, 20077%195738%21575
Oct. 1, 2007–Dec. 31, 20077%195738%21575
Jan. 1, 2008–Mar. 31, 20086%656197%67621
Apr. 1, 2008–Jun. 30, 20085%636176%65619
Jul. 1, 2008–Sep. 30, 20084%616155%63617
Oct. 1, 2008–Dec. 31, 20085%636176%65619

September 8, 2025 376 Bulletin No. 2025–37
Jan. 1, 2009–Mar. 31, 20094%135675%15569
Apr. 1, 2009–Jun. 30, 20093%115654%13567
Jul. 1, 2009–Sep. 30, 20093%115654%13567
Oct. 1, 2009–Dec. 31, 20093%115654%13567
Jan. 1, 2010–Mar. 31, 20103%115654%13567
Apr. 1, 2010–Jun. 30, 20103%115654%13567
Jul. 1, 2010–Sep. 30, 20103%115654%13567
Oct. 1, 2010–Dec. 31, 20103%115654%13567
Jan. 1, 2011–Mar. 31, 20112%95633%11565
Apr. 1, 2011–Jun. 30, 20113%115654%13567
Jul. 1, 2011–Sep. 30, 20113%115654%13567
Oct. 1, 2011–Dec. 31, 20112%95633%11565
Jan. 1, 2012–Mar. 31, 20122%576113%59613
Apr. 1, 2012–Jun. 30, 20122%576113%59613
Jul. 1, 2012–Sep. 30, 20122%576113%59613
Oct. 1, 2012–Dec. 31, 20122%576113%59613
Jan. 1, 2013–Mar. 31, 20132%95633%11565
Apr. 1, 2013–Jun. 30, 20132%95633%11565
Jul. 1, 2013–Sep. 30, 20132%95633%11565
Oct. 1, 2013–Dec. 31, 20132%95633%11565
Jan. 1, 2014–Mar. 31, 20142%95633%11565
Apr. 1, 2014–Jun. 30, 20142%95633%11565
Jul. 1, 2014–Sep. 30, 20142%95633%11565
Oct. 1, 2014–Dec. 31, 20142%95633%11565
Jan. 1, 2015–Mar. 31, 20152%95633%11565
Apr. 1, 2015–Jun. 30, 20152%95633%11565
Jul. 1, 2015–Sep. 30, 20152%95633%11565
Oct. 1, 2015–Dec. 31, 20152%95633%11565
Jan. 1, 2016–Mar. 31, 20162%576113%59613
Apr. 1, 2016–Jun. 30, 20163%596134%61615
Jul. 1, 2016–Sep. 30, 20163%596134%61615
Oct. 1, 2016–Dec. 31, 20163%596134%61615
Jan. 1, 2017–Mar. 31, 20173%115654%13567
Apr. 1, 2017–Jun. 30, 20173%115654%13567
Jul. 1, 2017–Sep. 30, 20173%115654%13567
Oct. 1, 2017–Dec. 31, 20173%115654%13567
Jan. 1, 2018–Mar. 31, 20183%115654%13567
Apr. 1, 2018–Jun. 30, 20184%135675%15569
Jul. 1, 2018–Sep. 30, 20184%135675%15569
Oct. 1, 2018–Dec. 31, 20184%135675%15569
Jan. 1, 2019–Mar. 31, 20195%155696%17571
Apr. 1, 2019–Jun. 30, 20195%155696%17571
Jul. 1, 2019–Sep. 30, 20194%135675%15569
Oct. 1, 2019–Dec. 31, 20194%135675%15569
Jan. 1, 2020–Mar. 31, 20204%616155%63617

Bulletin No. 2025–37 377 September 8, 2025
Apr. 1, 2020–Jun. 30, 20204%616155%63617
Jul. 1, 2020–Sep. 30, 20202%576113%59613
Oct. 1, 2020–Dec. 31, 20202%576113%59613
Jan. 1, 2021–Mar. 31, 20212%95633%11565
Apr. 1, 2021–Jun. 30, 20212%95633%11565
Jul. 1, 2021–Sep. 30, 20212%95633%11565
Oct. 1, 2021–Dec. 31, 20212%95633%11565
Jan. 1, 2022–Mar. 31, 20222%95633%11565
Apr. 1, 2022–Jun. 30, 20223%115654%13567
Jul. 1, 2022–Sep. 30, 20224%135675%15569
Oct. 1, 2022–Dec. 31, 20225%155696%17571
Jan. 1, 2023–Mar. 31, 20236%175717%19573
Apr. 1, 2023–Jun. 30, 20236%175717%19573
Jul. 1, 2023–Sep. 30, 20236%175717%19573
Oct. 1, 2023–Dec. 31, 20237%195738%21575
Jan. 1, 2024–Mar. 31, 20247%676218%69623
Apr. 1, 2024–Jun. 30, 20247%676218%69623
Jul. 1, 2024–Sep. 30, 20247%676218%69623
Oct. 1, 2024–Dec. 31, 20247%676218%69623
Jan. 1, 2025–Mar. 31, 2025 6%175717%19573
Apr. 1, 2025–Jun. 30, 20256%175717%19573
Jul. 1, 2025–Sep. 30, 20256%175717%19573
Oct. 1, 2025–Dec. 31, 20256%175717%19573

September 8, 2025 378 Bulletin No. 2025–37
TABLE OF INTEREST RATES
FOR LARGE CORPORATE UNDERPAYMENTS
FROM JANUARY 1, 1991 – PRESENT
1995-1 C.B.
PERIODRATETABLEPG
Jan. 1, 1991–Mar. 31, 199113%31585
Apr. 1, 1991–Jun. 30, 199112%29583
Jul. 1, 1991–Sep. 30, 199112%29583
Oct. 1, 1991–Dec. 31, 199112%29583
Jan. 1, 1992–Mar. 31, 199211%75629
Apr. 1, 1992–Jun. 30, 199210%73627
Jul. 1, 1992–Sep. 30, 199210%73627
Oct. 1, 1992–Dec. 31, 19929%71625
Jan. 1, 1993–Mar. 31, 19939%23577
Apr. 1, 1993–Jun. 30, 19939%23577
Jul. 1, 1993–Sep. 30, 19939%23577
Oct. 1, 1993–Dec. 31, 19939%23577
Jan. 1, 1994–Mar. 31, 19949%23577
Apr. 1, 1994–Jun. 30, 19949%23577
Jul. 1, 1994–Sep. 30, 199410%25579
Oct. 1, 1994–Dec. 31, 199411%27581
Jan. 1, 1995–Jun. 30, 199511%27581
Apr. 1, 1995–Jun. 30, 199512%29583
Jul. 1, 1995–Sep. 30, 199511%27581
Oct. 1, 1995–Dec. 31, 199511%27581
Jan. 1, 1996–Mar. 31, 199611%75629
Apr. 1, 1996–Jun. 30, 199610%73627
Jul. 1, 1996–Sep. 30, 199611%75629
Oct. 1, 1996–Dec. 31, 199611%75629
Jan. 1, 1997–Mar. 31, 199711%27581
Apr. 1, 1997–Jun. 30, 199711%27581
Jul. 1, 1997–Sep. 30, 199711%27581
Oct. 1, 1997–Dec. 31, 199711%27581
Jan. 1, 1998–Mar. 31, 199811%27581
Apr. 1, 1998–Jun. 30, 199810%25579
Jul. 1, 1998–Sep. 30, 199810%25579
Oct. 1, 1998–Dec. 31, 199810%25579
Jan. 1, 1999–Mar. 31, 19999%23577
Apr. 1, 1999–Jun. 30, 199910%25579
Jul. 1, 1999–Sep. 30, 199910%25579
Oct. 1, 1999–Dec. 31, 199910%25579
Jan. 1, 2000–Mar. 31, 200010%73627
Apr. 1, 2000–Jun. 30, 200011%75629
Jul. 1, 2000–Sep. 30, 200011%75629
Oct. 1, 2000–Dec. 31, 200011%75629
Jan. 1, 2001–Mar. 31, 200111%27581

Bulletin No. 2025–37 379 September 8, 2025
Apr. 1, 2001–Jun. 30, 200110%25579
Jul. 1, 2001–Sep. 30, 20019%23577
Oct. 1, 2001–Dec. 31, 20019%23577
Jan. 1, 2002–Mar. 31, 20028%21575
Apr. 1, 2002–Sep. 30, 20028%21575
Jul. 1, 2002–Sep. 30, 20028%21575
Oct. 1, 2002–Dec. 31, 20028%21575
Jan. 1, 2003–Mar. 31, 20037%19573
Apr. 1, 2003–Jun. 30, 20037%19573
Jul. 1, 2003–Sep. 30, 20037%19573
Oct. 1, 2003–Dec. 31, 20036%17571
Jan. 1, 2004–Mar. 31, 20046%65619
Apr. 1, 2004–Jun. 30, 20047%67621
Jul. 1, 2004–Sep. 30, 20046%65619
Oct. 1, 2004–Dec. 31, 20047%67621
Jan. 1, 2005–Mar. 31, 20057%19573
Apr. 1, 2005–Jun. 30, 20058%21575
Jul. 1, 2005–Sep. 30, 20058%21575
Oct. 1, 2005–Dec. 31, 20059%23577
Jan. 1, 2006–Mar. 31, 20069%23577
Apr. 1, 2006–Jun. 30, 20069%23577
Jul. 1, 2006–Sep. 30, 200610%25579
Oct. 1, 2006–Dec. 31, 200610%25579
Jan. 1, 2007–Mar. 31, 200710%25579
Apr. 1, 2007–Jun. 30, 200710%25579
Jul. 1, 2007–Sep. 30, 200710%25579
Oct. 1, 2007–Dec. 31, 200710%25579
Jan. 1, 2008–Mar. 31, 20089%71625
Apr. 1, 2008–Sep. 30, 20088%69623
Jul. 1, 2008–Sep. 30, 20087%67621
Oct. 1, 2008–Dec. 31, 20088%69623
Jan. 1, 2009–Mar. 31, 20097%19573
Apr. 1, 2009–Jun. 30, 20096%17571
Jul. 1, 2009–Sep. 30, 20096%17571
Oct. 1, 2009–Dec. 31, 20096%17571
Jan. 1, 2010–Mar. 31, 20106%17571
Apr. 1, 2010–Jun. 30, 20106%17571
Jul. 1, 2010–Sep. 30, 20106%17571
Oct. 1, 2010–Dec. 31, 20106%17571
Jan. 1, 2011-Mar. 31, 20115%15569
Apr. 1, 2011–Jun. 30, 20116%17571
Jul. 1, 2011–Sep. 30, 20116%17571
Oct. 1, 2011–Dec. 31, 20115%15569
Jan. 1, 2012–Mar. 31, 20125%63617
Apr. 1, 2012-Jun. 30, 20125%63617

September 8, 2025 380 Bulletin No. 2025–37
Jul. 1, 2012–Sep. 30, 20125%63617
Oct. 1, 2012–Dec. 31, 20125%63617
Jan. 1, 2013–Mar. 31, 20135%15569
Apr. 1, 2013–Jun. 30, 20135%15569
Jul. 1, 2013–Sep. 30, 20135%15569
Oct. 1, 2013–Dec. 31, 20135%15569
Jan. 1, 2014–Mar. 31, 20145%15569
Apr. 1, 2014–Jun. 30, 20145%15569
Jul. 1, 2014–Sep. 30, 20145%15569
Oct. 1, 2014–Dec. 31, 20145%15569
Jan. 1, 2015–Mar. 31, 20155%15569
Apr. 1, 2015–Jun. 30, 20155%15569
Jul. 1, 2015–Sep. 30, 20155%15569
Oct. 1, 2015–Dec. 31, 20155%15569
Jan. 1, 2016–Mar. 31, 20165%63617
Apr. 1, 2016–Jun. 30, 20166%65619
Jul. 1, 2016–Sep. 30, 20166%65619
Oct. 1, 2016–Dec. 31, 20166%65619
Jan. 1, 2017–Mar. 31, 20176%17571
Apr. 1, 2017–Jun. 30, 20176%17571
Jul. 1, 2017–Sep. 30, 20176%17571
Oct. 1, 2017–Dec. 31, 20176%17571
Jan. 1, 2018–Mar. 31, 20186%17571
Apr. 1, 2018–Jun. 30, 20187%19573
Jul. 1, 2018–Sep. 30, 20187%19573
Oct. 1, 2018–Dec. 31, 20187%19573
Jan. 1, 2019–Mar. 31, 20198%21575
Apr. 1, 2019–Jun. 30, 20198%21575
Jul. 1, 2019–Sep. 30, 20197%19573
Oct. 1, 2019–Dec. 31, 20197%19573
Jan. 1, 2020–Mar. 31, 20207%67621
Apr. 1, 2020–Jun. 30, 20207%67621
Jul. 1, 2020–Sep. 30, 20205%63617
Oct. 1, 2020–Dec. 31, 20205%63617
Jan. 1, 2021–Mar. 31, 20215%15569
Apr. 1, 2021–Jun. 30, 20215%15569
Jul. 1, 2021–Sep. 30, 20215%15569
Oct. 1, 2021–Dec. 31, 20215%15569
Jan. 1, 2022–Mar. 31, 20225%15569
Apr. 1, 2022–Jun. 30, 20226%17571
Jul. 1, 2022–Sep. 30, 20227%19573
Oct. 1, 2022–Dec. 31, 20228%21575
Jan. 1, 2023–Mar. 31, 20239%23577
Apr. 1, 2023-Jun. 30, 20239%23577
Jul. 1, 2023–Sep. 30, 20239%23577

Bulletin No. 2025–37 381 September 8, 2025
Oct. 1, 2023–Dec. 31, 202310%25579
Jan. 1, 2024–Mar. 31, 202410%73627
Apr. 1, 2024–Jun. 30, 202410%73627
Jul. 1, 2024–Sep. 30, 202410%73627
Oct. 1, 2024–Dec. 31, 202410%73627
Jan. 1, 2025–Mar. 31, 20259%23577
Apr. 1, 2025–Jun. 30, 20259%23577
Jul. 1, 2025–Sep. 30, 20259%23577
Oct. 1, 2025–Dec. 31, 20259%23577

September 8, 2025 382 Bulletin No. 2025–37
TABLE OF INTEREST RATES FOR CORPORATE
OVERPAYMENTS EXCEEDING $10,000
FROM JANUARY 1, 1995 – PRESENT
1995-1 C.B.
PERIODRATETABLEPG
Jan. 1, 1995–Mar. 31, 19956.5%18572
Apr. 1, 1995–Jun. 30, 19957.5%20574
Jul. 1, 1995–Sep. 30, 19956.5%18572
Oct. 1, 1995–Dec. 31, 19956.5%18572
Jan. 1, 1996–Mar. 31, 19966.5%66620
Apr. 1, 1996–Jun. 30, 19965.5%64618
Jul. 1, 1996–Sep. 30, 19966.5%66620
Oct. 1, 1996–Dec. 31, 19966.5%66620
Jan. 1, 1997–Mar. 31, 19976.5%18572
Apr. 1, 1997–Jun. 30, 19976.5%18572
Jul. 1, 1997–Sep. 30, 19976.5%18572
Oct. 1, 1997–Dec. 31, 19976.5%18572
Jan. 1, 1998–Mar. 31, 19986.5%18572
Apr. 1, 1998–Jun. 30, 19985.5%16570
Jul. 1, 1998–Sep. 30, 19985.5%16570
Oct. 1, 1998–Dec. 31, 19985.5%16570
Jan. 1, 1999–Mar. 31, 19994.5%14568
Apr. 1, 1999–Sep. 30, 19995.5%16570
Jul. 1, 1999–Sep. 30, 19995.5%16570
Oct. 1, 1999–Dec. 31, 19995.5%16570
Jan. 1, 2000–Mar. 31, 20005.5%64618
Apr. 1, 2000–Jun. 30, 20006.5%66620
Jul. 1, 2000–Sep. 30, 20006.5%66620
Oct. 1, 2000–Dec. 31, 20006.5%66620
Jan. 1, 2001–Mar. 31, 20016.5%18572
Apr. 1, 2001–Jun. 30, 20015.5%16570
Jul. 1, 2001–Sep. 30, 20014.5%14568
Oct. 1, 2001–Dec. 31, 20014.5%14568
Jan. 1, 2002–Mar. 31, 20023.5%12566
Apr. 1, 2002–Jun. 30, 20023.5%12566
Jul. 1, 2002–Sep. 30, 20023.5%12566
Oct. 1, 2002–Dec. 31, 20023.5%12566
Jan. 1, 2003–Mar. 31, 20032.5%10564
Apr. 1, 2003–Jun. 30, 20032.5%10564
Jul. 1, 2003–Sep. 30, 20032.5%10564
Oct. 1, 2003–Dec. 31, 20031.5%8562
Jan. 1, 2004–Mar. 31, 20041.5%56610
Apr. 1, 2004–Jun. 30, 20042.5%58612

Bulletin No. 2025–37 383 September 8, 2025
Jul. 1, 2004–Sep. 30, 20041.5%56610
Oct. 1, 2004–Dec. 31, 20042.5%58612
Jan. 1, 2005–Mar. 31, 20052.5%10564
Apr. 1, 2005–Jun. 30, 20053.5%12566
Jul. 1, 2005–Sep. 30, 20053.5%12566
Oct. 1, 2005–Dec. 31, 20054.5%14568
Jan. 1, 2006–Mar. 31, 20064.5%14568
Apr. 1, 2006–Jun. 30, 20064.5%14568
Jul. 1, 2006–Sep. 30, 20065.5%16570
Oct. 1, 2006–Dec. 31, 20065.5%16570
Jan. 1, 2007–Mar. 31, 20075.5%16570
Apr. 1, 2007–Jun. 30, 20075.5%16570
Jul. 1, 2007–Sep. 30, 20075.5%16570
Oct. 1, 2007–Dec. 31, 20075.5%16570
Jan. 1, 2008–Mar. 31, 20084.5%62616
Apr. 1, 2008–Jun. 30, 20083.5%60614
Jul. 1, 2008–Sep. 30, 20082.5%58612
Oct. 1, 2008–Dec. 31, 20083.5%60614
Jan. 1, 2009–Mar. 31, 20092.5%10564
Apr. 1, 2009–Jun. 30, 20091.5%8562
Jul. 1, 2009–Sep. 30, 20091.5%8562
Oct. 1, 2009–Dec. 31, 20091.5%8562
Jan. 1, 2010–Mar. 31, 20101.5%8562
Apr. 1, 2010–Jun. 30, 20101.5%8562
Jul. 1, 2010–Sep. 30, 20101.5%8562
Oct. 1, 2010–Dec. 31, 20101.5%8562
Jan. 1, 2011–Mar. 31, 20110.5%*
Apr. 1, 2011–Jun. 30, 20111.5%8562
Jul. 1, 2011–Sep. 30, 20111.5%8562
Oct. 1, 2011–Dec. 31, 20110.5%*
Jan. 1, 2012–Mar. 31, 20120.5%*
Apr. 1, 2012–Jun. 30, 20120.5%*
Jul. 1, 2012–Sep. 30, 20120.5%*
Oct. 1, 2012–Dec. 31, 20120.5%*
Jan. 1, 2013–Mar. 31, 20130.5%*
Apr. 1, 2013–Jun. 30, 20130.5%*
Jul. 1, 2013–Sep. 30, 20130.5%*
Oct. 1, 2013–Dec. 31, 20130.5%*
Jan. 1, 2014–Mar. 31, 20140.5%*
Apr. 1, 2014–Jun. 30, 20140.5%*
Jul. 1, 2014–Sep. 30, 20140.5%*
Oct. 1, 2014–Dec. 31, 20140.5%*

September 8, 2025 384 Bulletin No. 2025–37
Jan. 1, 2015–Mar. 31, 20150.5%*
Apr. 1, 2015–Jun. 30, 20150.5%*
Jul. 1, 2015–Sep. 30, 20150.5%*
Oct. 1, 2015–Dec. 31, 20150.5%*
Jan. 1, 2016–Mar. 31, 20160.5%*
Apr. 1, 2016–Jun. 30, 20161.5%56610
Jul. 1, 2016–Sep. 30, 20161.5%56610
Oct. 1, 2016–Dec. 31, 20161.5%56610
Jan. 1, 2017–Mar. 31, 20171.5%8562
Apr. 1, 2017–Jun. 30, 20171.5%8562
Jul. 1, 2017–Sep. 30, 20171.5%8562
Oct. 1, 2017–Dec. 31, 20171.5%8562
Jan. 1, 2018–Mar. 31, 20181.5%8562
Apr. 1, 2018–Jun. 30, 20182.5%10564
Jul. 1, 2018–Sep. 30, 20182.5%10564
Oct. 1, 2018–Dec. 31, 20182.5%10564
Jan. 1, 2019–Mar. 31, 20193.5%12566
Apr. 1, 2019–Jun. 30, 20193.5%12566
Jul. 1, 2019–Sep. 30, 20192.5%10564
Oct. 1, 2019–Dec. 31, 20192.5%10564
Jan. 1, 2020–Mar. 31, 20202.5%58612
Apr. 1, 2020–Jun. 30, 20202.5%58612
Jul. 1, 2020–Sep. 30, 20200.5%*
Oct. 1, 2020–Dec. 31, 20200.5%*
Jan. 1, 2021–Mar. 31, 20210.5%*
Apr. 1, 2021–Jun. 30, 20210.5%*
Jul. 1, 2021–Sep. 30, 20210.5%*
Oct. 1, 2021–Dec. 31, 20210.5%*
Jan. 1, 2022–Mar. 31, 20220.5%*
Apr. 1, 2022–Jun. 30, 20221.5%8562
Jul. 1, 2022–Sep. 30, 20222.5%10564
Oct. 1, 2022–Dec. 31, 20223.5%12566
Jan. 1, 2023–Mar. 31, 20234.5%14568
Apr. 1, 2023–Jun. 30, 20234.5%14568
Jul. 1, 2023–Sep. 30, 2023 4.5%14568
Oct. 1, 2023–Dec. 31, 20235.5%16570
Jan. 1, 2024–Mar. 31, 2024 5.5%64618
Apr. 1, 2024–Jun. 30, 20245.5%64618
Jul. 1, 2024–Sep. 30, 20245.5%64618
Oct. 1, 2024–Dec. 31, 20245.5%64618
Jan. 1, 2025–Mar. 31, 20254.5%14568

Bulletin No. 2025–37 385 September 8, 2025
Apr. 1, 2025–Jun. 30, 20254.5%14568
Jul. 1, 2025–Sep. 30, 20254.5%14568
Oct. 1, 2025–Dec. 31, 20254.5%14568
* The asterisk reflects the interest factors for daily compound interest for annual rates of 0.5 percent published in Appendix A of
this Revenue Ruling.

September 8, 2025 386 Bulletin No. 2025–37
Part III
Proposed Removal of the
Disregarded Payment Loss
Rules and Certain Recent
Changes to the Dual
Consolidated Loss Rules;
Extension of Transition
Relief
Notice 2025-44
SECTION 1. PURPOSE
This notice announces that the Depart-
ment of Treasury (“Treasury Department”)
and the Internal Revenue Service (“IRS”)
intend to issue proposed regulations that
would remove (i) the disregarded payment
loss (“DPL”) rules under §1.1503(d)-1(d)
and (ii) recent modifications to the dual
consolidated loss (“DCL”) rules under
section 1503(d) relating to the deemed
ordering rule under §1.1503(d)-3(c)(3).
Additionally, the proposed regulations
would extend the transition relief pertain-
ing to the application of the dual consol-
idated loss (“DCL”) rules under section
1503(d) to certain types of taxes covered
by the so-called “GloBE Model Rules”
described in “Tax Challenges Arising
from the Digitalisation of the Economy
– Global Anti-Base Erosion Model Rules
(Pillar Two).”
1
Finally, this notice requests
comments on certain aspects of the DCL
rules.
SECTION 2. BACKGROUND
The DCL rules under section 1503(d)
(1) generally provide that a DCL of a
domestic corporation cannot reduce the
taxable income of a domestic affiliate (a
“domestic use”). See §§1.1503(d)-2 and
1.1503(d)-4(b). Similar rules under sec-
tion 1503(d)(3) apply to “separate units”
of domestic corporations, defined as cer-
tain foreign branches and interests in
hybrid entities. See §1.1503(d)-1(b)(4)(i).
A DCL includes a net operating loss of a
dual resident corporation or the net loss
of a domestic corporation attributable to a
separate unit. See §1.1503(d)-1(b)(5).
Exceptions to the general prohibition
against the domestic use of a DCL include
a “domestic use election,” by which the
taxpayer certifies that there has not been
and will not be a “foreign use” of the
DCL during a certification period. See
§1.1503(d)-6(d). If a foreign use (or other
“triggering event”) occurs during the cer-
tification period, the DCL must be recap-
tured and an interest charge is imposed.
See §1.1503(d)-6(e)(1). Pursuant to the
“all or nothing” principle, any amount of
the DCL being put to a foreign use gen-
erally would cause the entire amount of
the DCL to be recaptured and reported as
income. See §1.1503(d)-6(e)(1). A foreign
use occurs when any portion of the DCL is
made available under the income tax laws
of a foreign country to offset or reduce,
directly or indirectly, the income of a for-
eign corporation or the direct or indirect
owner of a hybrid entity that is not a sepa-
rate unit. See §1.1503(d)-3(a).
On December 11, 2023, the Treasury
Department and the IRS released Notice
2023-80, 2023-52 IRB 1583, which,
among other things, described the inter-
action of the DCL rules with the GloBE
Model Rules and requested comments
on such interaction. The notice also
announced limited transition relief from
the application of the DCL rules to the
GloBE Model Rules for “legacy DCLs,”
which generally are DCLs incurred before
the effective date of the GloBE Model
Rules.
On August 7, 2024, the Treasury
Department and the IRS published pro-
posed regulations (REG-105128-23) in
the Federal Register (89 FR 64750), with
a correction published in the Federal Reg-
ister on September 3, 2024 (89 FR 71214)
(the “2024 proposed regulations”). The
2024 proposed regulations included the
DPL rules, which would require domestic
corporations to include amounts related to
certain disregarded payments in income
for U.S. tax purposes. Additionally, the
2024 proposed regulations would pro-
vide guidance on the interaction of the
DCL rules and GloBE Model Rules and
extend and broaden the transition relief
announced in Notice 2023-80. In partic-
ular, the 2024 proposed regulations would
provide that the DCL rules generally apply
without taking into account QDMTTs or
Top-up Taxes collected under an IIR or
UTPR with respect to losses incurred in
taxable years beginning before August
6, 2024. See proposed §1.1503(d)-8(b)
(12). Finally, the 2024 proposed regula-
tions included an anti-avoidance rule that
would apply with respect to both DPLs
and DCLs. See proposed §1.1503(d)-1(f).
On January 14, 2025, the Treasury
Department and the IRS published TD
10026 in the Federal Register (90 FR
3003) (the “2025 final regulations”),
which finalized the proposed DPL rules
and the proposed anti-avoidance rule
under §1.1503(d)-1(f). In response to
comments on the 2024 proposed regu-
lations, the 2025 final regulations also
made two modifications to the rule under
§1.1503(d)-3(c)(3) (referred to as the
”deemed ordering rule” in the 2025 final
regulations), which applies for purposes
of both the DCL and DPL rules. The first
modification eliminated the restriction
limiting the application of the rule to situ-
ations in which foreign law does not pro-
vide rules for determining which income is
offset by the losses or deductions. The sec-
ond modification provides that income or
gain is taken into account only if it would
be taken into account in determining
income or a DCL and, therefore, income
or gain otherwise disregarded for U.S. tax
purposes is not taken into account. See
§1.1503(d)-3(c)(3)(ii).
The DPL rules apply for taxable years
beginning on or after January 1, 2026. The
anti-avoidance rule in §1.1503(d)-1(f)
applies to DCLs incurred in taxable years
ending on or after August 6, 2024, and
to DPLs in taxable years beginning on
1
Org. for Econ. Coop. & Dev. [OECD], Tax Challenges Arising from the Digitalisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two) (Dec. 14, 2021), https://www.
oecd-ilibrary.org/taxation/tax-challenges-arising-from-digitalisation-of-the-economy-global-anti-base-erosion-model-rules-pillar-two_782bac33-en. As the context requires, references to
the GloBE Model Rules include references to a foreign jurisdiction's legislation implementing the GloBE Model Rules. Capitalized terms used in this notice, but not defined herein, have the
meanings ascribed to such terms under the GloBE Model Rules.

Bulletin No. 2025–37 387 September 8, 2025
or after January 1, 2026. The modifica-
tions to the deemed ordering rule apply to
DCLs and DPLs incurred in taxable years
beginning on or after January 1, 2026.
The 2025 final regulations did not
include the proposed guidance on the
interaction of the DCL rules and GloBE
Model Rules, but the preamble to the
2025 final regulations announced that
the DCL transition relief provided in the
2024 proposed regulations would be fur-
ther extended, when finalized. See Addi-
tional Transition Relief With Respect to
the GloBE Model Rules in TD 10026
(90 FR 3003, 3012-3014). Specifically,
the transition relief set forth in the 2024
proposed regulations would be extended
to apply with respect to DCLs incurred
in taxable years beginning before August
31, 2025.
SECTION 3. REGULATIONS TO BE
ISSUED
.01 Removal of the DPL rules
Following the publication of the 2025
final regulations, the Treasury Department
and the IRS received feedback recom-
mending the removal of the DPL rules,
focusing on the complexity, uncertainty,
and costs of complying with the DPL
rules and of unwinding existing structures
in response to the DPL rules. The Treasury
Department and the IRS share these con-
cerns.
In addition, the feedback questioned
the authority for the DPL rules, assert-
ing that the DPL rules are a significant
departure from longstanding principles
of the Code, are inconsistent with the
statute, and conflict with congressional
intent. The comments stated that section
1503(d) is properly limited to regarded
items and does not impose income inclu-
sions as a result of disregarded payments.
The feedback asserted that the regulations
under section 7701 generally do not cre-
ate income inclusions with respect to dis-
regarded payments that do not otherwise
exist under the Code.
In response to the feedback, the Trea-
sury Department and the IRS have fur-
ther considered the interaction of section
1503(d) and the regulations under sec-
tion 7701(a) in the context of disregarded
payments that are deductible under for-
eign law. In light of this further consid-
eration, the Treasury Department and the
IRS are of the view that the interaction of
these provisions should not be construed
to cause such disregarded payments to
give rise to income inclusions as set forth
under the DPL rules. Accordingly, the
Treasury Department and the IRS intend
to issue proposed regulations that would
remove the DPL rules.

In furtherance of
the removal of the DPL rules, the pro-
posed regulations would also include an
exception to the anti-avoidance rule of
§1.1503(d)-1(f) so that the rule does not
apply to structures that would have been
addressed by the DPL rules.
.02 Removal of the modifications to the
deemed ordering rule
The 2025 final regulations revised
the deemed ordering rule under
§1.1503(d)-3(c)(3), in part, to coordinate
the application of the DPL and DCL rules,
and such coordination will no longer be
necessary once the DPL rules are with-
drawn. Further, the Treasury Department
and the IRS are studying the application
and scope of the deemed ordering rule
(including in connection with the study
of the treatment of disregarded payments
discussed in section 5 of this notice).
Thus, the forthcoming proposed regula-
tions will propose to remove the revisions
to the deemed ordering rule in the 2025
final regulations.
.03 Extension of transition relief on
application of DCL rules to GloBE Model
Rules
The Treasury Department and the
IRS are of the view that an extension
of the transition relief with respect to
the interaction of the DCL rules and the
GloBE Model Rules is appropriate to
allow for further consideration of com-
ments received in response to the 2024
proposed regulations, to allow for con-
sideration of further developments at the
OECD, and to provide taxpayers more
certainty. Accordingly, the forthcoming
proposed regulations will propose to fur-
ther extend the relief set forth in proposed
§1.1503(d)-8(b)(12) to apply with respect
to DCLs incurred in taxable years begin-
ning before January 1, 2028.
.04 Applicability dates
The proposed regulations to be issued
removing the DPL rules described in sec-
tion 3.01 of this notice would apply to tax-
able years beginning on or after January
1, 2026.
The proposed regulations to be issued
removing the changes to the deemed
ordering rule described in section 3.02 of
this notice would apply to DCLs incurred
in taxable years beginning on or after Jan-
uary 1, 2026.
SECTION 4. RELIANCE
Taxpayers may rely on section 3 of this
notice until the date the proposed regula-
tions are published in the Federal Register.
SECTION 5. REQUEST FOR
COMMENTS AND CONTACT
INFORMATION
The Treasury Department and the IRS
are studying (1) potential revisions to
the “all or nothing” principle, taking into
account administrability concerns, and (2)
whether, and, if so, how disregarded items
should be taken into account for purposes
of the DCL rules (for example, in a man-
ner similar to that set forth in §1.904-4(f)
for determining foreign branch category
income), and request comments on these
issues.
Comments should be submitted by
October 21, 2025. Comments may be
submitted electronically via the Federal
eRulemaking Portal at www.regulations.
gov (type IRS-2025-0171 in the search
field on the regulations.gov homepage to
find this notice and submit comments).
Written comments may be submitted to
the Office of Associate Chief Counsel
(International), Attention: Mark Terrell,
Internal Revenue Service, IR-4619, 1111
Constitution Avenue, NW, Washington,
DC 20224. Comments will be available
for public inspection and copying.
The author of this notice is the Office of
Associate Chief Counsel (International).
However, other personnel from the Trea-
sury Department and the IRS participated
in its development. For further informa-
tion concerning this notice, please contact
(202) 317-5443.

September 8, 2025 388 Bulletin No. 2025–37
Application of Sections
897(d) and (e) to
Certain Inbound Asset
Reorganizations under
Section 368(a)(1)(F); Stock
Ownership Requirement
under Section 368(a)(1)(F)
Notice 2025-45
SECTION 1. PURPOSES
This notice announces that the Depart-
ment of the Treasury (the “Treasury Depart-
ment”) and the Internal Revenue Service
(the “IRS”) intend to issue proposed reg-
ulations under sections 897(d) and (e) that
modify the application of the rules described
in §§1.897-5T and 1.897-6T, Notice 89-85,
1989-2 C.B. 403, and Notice 2006-46,
2006-1 C.B. 1044, to certain transactions
involving the transfer of United States real
property interests (“USRPIs”). The reg-
ulations will propose to revise the rules
that apply to inbound asset reorganizations
under section 368(a)(1)(F) that constitute
a “covered inbound F reorganization” as
defined in section 3.02 of this notice.
This notice also announces that the
Treasury Department and the IRS intend
to issue proposed regulations to revise
§1.368-2(m) to clarify that qualification of
a potential F reorganization (as defined in
§1.368-2(m)(1)) as a reorganization under
section 368(a)(1)(F) (“F reorganization”)
would not be affected by a disposition of
stock in either the transferor corporation
or the resulting corporation if that dispo-
sition is not included in the plan of reor-
ganization.
SECTION 2. BACKGROUND
.01 Overview of Section 897
Under section 897(a), gain or loss from
the disposition of a USRPI by a nonresident
alien individual or a foreign corporation is
taken into account as effectively connected
income under section 871(b)(1) or section
882(a)(1), respectively, as if the taxpayer
were engaged in a trade or business within
the United States during the taxable year
and the gain or loss were effectively con-
nected with the trade or business.
Section 897(c)(1) generally defines a
USRPI to mean an interest in real prop-
erty located in the United States or the
Virgin Islands and any interest (other than
an interest solely as a creditor) in any
domestic corporation, unless the taxpayer
establishes that such corporation was not
a United States real property holding cor-
poration (“USRPHC”) at any time during
the shorter of the period the taxpayer held
such interest or the 5-year period end-
ing on the date of the disposition of such
interest. Under section 897(c)(2), a USR-
PHC is defined as any corporation if the
fair market value of its USRPIs equals
or exceeds 50-percent of the sum of the
fair market value of (i) its USRPIs, (ii) its
real property interests located outside of
the United States, and (iii) any of its other
assets used or held for use in a trade or
business. If any class of stock of a corpo-
ration is regularly traded on an established
securities market, section 897(c)(3) gen-
erally provides that stock of that class is
treated as a USRPI only with respect to a
person who held more than 5 percent of
such class of stock during a defined period
(applying certain constructive ownership
rules under section 897(c)(6)(C)).
.02 Treatment of Distributions by Foreign
Corporations under Section 897(d)
Under section 897(d)(1), except to the
extent provided in regulations, gain is
recognized by a foreign corporation on
the distribution (including a distribution
in liquidation or redemption) of a USRPI
in a transaction that otherwise qualifies
for nonrecognition under chapter 1 of the
Code. Section 897(d)(2) provides that gain
is not recognized under section 897(d)(1)
if (i) at the time of the receipt of the dis-
tributed property, the distributee would be
subject to taxation on a subsequent dis-
position of the distributed property, and
the basis of the distributed property in the
hands of the distributee is no greater than
the adjusted basis of such property before
the distribution, increased by the amount
of gain (if any) recognized by the distrib-
uting corporation; or (ii) nonrecognition
treatment is provided for in regulations
under section 897(e)(2).
Section 1.897-5T(c)(4)(i) provides that
a foreign corporation that transfers prop-
erty to another corporation in an exchange
under section 361(a) for stock of a USRPHC
immediately after the transfer pursuant to a
reorganization under section 368(a)(1)(C),
(D), or (F) must generally recognize gain
under section 897(d)(1) on the distribution
of the stock of the USRPHC to its share-
holders under section 361(c). Consistent
with section 897(d)(2), §1.897-5T(c)(4)(ii)
and (iii) provide, respectively, an exception
to and a limitation on this gain recognition.
Notice 89-85 announced that the
exception and the limitation set forth in
§1.897-5T(c)(4)(ii) and (iii) would be
replaced by a new exception. This new
exception generally provides that gain
recognition will not be required on the
section 361(c) distribution of the stock of
the USRPHC under §1.897-5T(c)(4)(i) if
the foreign corporation pays an amount
equal to any taxes that section 897 would
have imposed (plus interest) on all persons
who had disposed of interests in the trans-
feror foreign corporation (or a corporation
from which such assets were acquired in a
transaction described in section 381) after
June 18, 1980, as if it were a domestic cor-
poration on the date of each such disposi-
tion, and if the conditions of §1.897-5T(c)
(4)(ii)(A) and (C) are met. The condition
under §1.897-5T(c)(4)(ii)(A) is met if, at
the time of the distribution, the distributee
(that is, the exchanging shareholder in the
section 354 exchange) would be subject to
U.S. taxation on a subsequent disposition
of the stock of the domestic corporation.
The condition under §1.897-5T(c)(4)(ii)
(C) is met if the distributing corporation
complies with the filing requirements
prescribed in §1.897-5T(d)(1)(iii), under
which a nonresident alien individual or
foreign corporation that transfers or dis-
tributes a USRPI is required to file an
income tax return for the taxable year of
the distribution or transfer and attach to
the return a document setting forth certain
information prescribed in the regulations.
1
1
Notice 89-57, 1989-1 C.B. 698, suspends the return filing requirement in §1.897-5T(d)(1)(iii) if: (i) the transfer or distribution otherwise qualifies in its entirety for nonrecognition under
the temporary regulations under section 897(d) and (e), (ii) the transferor or distributor does not have any other income that is effectively connected with a U.S. trade or business during
the taxable year that includes the transfer or distribution subject to the temporary regulations under section 897(d) and (e); and (iii) either a withholding certificate is obtained pursuant to
§1.1445-3(a) or a notice of nonrecognition is submitted to the IRS pursuant to the provisions of §1.1445-2(d)(2).

Bulletin No. 2025–37 389 September 8, 2025
Notice 2006-46 announced rules that
would further revise the exception to
gain recognition under §1.897-5T(c)(4)
(i) described in Notice 89-85. Under the
notice, the period that a foreign corpora-
tion must consider with respect to prior
stock dispositions would be revised to the
earliest of either (i) the period beginning
on the date that is 10 years prior to the date
on which the acquiring domestic corpora-
tion or a related person (within the mean-
ing of section 267(b)) is in control (as
determined under section 304(c)) of the
foreign corporation and ending on the date
of the reorganization; or (ii) the period
beginning on the date that is 10 years prior
to the date of the reorganization and end-
ing on the date of the reorganization.
.03 Coordination with Nonrecognition
Provisions under Section 897(e)
Subject to the rules of section 897(d)
and any regulations issued under section
897(e)(2), section 897(e)(1) provides that
any nonrecognition provision will apply
for purposes of section 897 only in the
case of an exchange of a USRPI for an
interest the sale of which would be tax-
able under Chapter 1 of the Code. Section
897(e)(2)(A) directs the Secretary to pre-
scribe regulations (which are necessary
or appropriate to prevent the avoidance
of Federal income taxes) providing the
extent to which nonrecognition provisions
apply for purposes of section 897(e).
Section 1.897-6T(a)(1) provides that,
except as otherwise provided in §§1.897-
5T and -6T, for purposes of section 897(e),
any nonrecognition provision applies to a
transfer by a foreign person of a USRPI on
which gain is realized only to the extent
that the transferred USRPI is exchanged
for a USRPI which, immediately follow-
ing the exchange, would be subject to
U.S. taxation on its disposition, and the
transferor complies with the filing require-
ments of §1.897-5T(d)(1)(iii) (as modified
by Notice 89-57).
.04 Overview of Section 368(a)(1)(F)
Section 368(a)(1)(F) defines an F
reorganization as a mere change in iden-
tity, form, or place of organization of one
corporation, however effected. A mere
change can consist of a transaction that
involves an actual or deemed transfer of
property by a transferor corporation to a
resulting corporation (each term as defined
in §1.368-2(m)(1)). A transaction in which
a foreign corporation redomiciles into the
United States, for example, may qualify as
an F reorganization.
Section 1.368-2(m) sets forth the scope
and requirements for an F reorganization.
Among the requirements imposed by that
paragraph for a qualifying F reorganiza-
tion, §1.368-2(m)(1)(ii) provides that a
potential F reorganization (as defined in
§1.368-2(m)(1)) must meet an “identity
of stock ownership” requirement. Spe-
cifically, that provision requires that “[t]
he same person or persons must own all
of the stock of the transferor corporation,
determined immediately before the poten-
tial F reorganization, and of the resulting
corporation, determined immediately after
the potential F reorganization, in identical
proportions.”
SECTION 3. REGULATIONS TO BE
ISSUED UNDER SECTION 897
.01 Overview
The Treasury Department and the IRS
understand that the current rules described
in §§1.897-5T(c)(4) and 1.897-6T(a),
as modified by Notice 89-85 and Notice
2006-46, may serve as an impediment to
publicly traded foreign corporations redo-
miciling into the United States. For exam-
ple, a publicly traded foreign corporation
that holds USRPIs may, for valid non-
tax business reasons, desire to become a
publicly traded domestic corporation in
a transaction that would otherwise qual-
ify for nonrecognition treatment but that
would result in the imposition of tax under
section 897(d) or (e). Taxpayers may also
face significant compliance burdens in
seeking to comply with the application of
section 897(d) to these transactions under
the current rules because the transactions
involve a publicly traded corporation
(for example, the filing requirements in
§1.897-5T(d)(1)(iii) may require any dis-
tributee of stock of a USRPHC to provide
a signed declaration that the distributee
will treat any subsequent sale, exchange,
or other disposition of the USRPHC stock
as a disposition that is subject to U.S. tax-
ation).
The Treasury Department and the IRS
are of the view that the redomiciliation
transactions described in section 3.02 of
this notice do not give rise to policy con-
cerns under section 897 because they do
not create a risk of inappropriate avoid-
ance of section 897. Accordingly, the
Treasury Department and the IRS have
determined that exceptions to the gain rec-
ognition rules described in §§1.897-5T(c)
(4) and 1.897-6T(a), Notice 89-85, and
Notice 2006-46, as set forth in sections
3.03 and 3.04 of this notice, are appropri-
ate in certain limited circumstances.
.02 Scope
(1) Application to covered inbound F
reorganizations. Subject to the exception
described in section 3.02(3) of this notice,
the rules described in sections 3.03 and
3.04 of this notice will apply with respect
to transfers or distributions that occur in
an F reorganization in which the transferor
corporation is a publicly traded foreign
corporation and the resulting corporation
is a publicly traded domestic corporation
2

(a “covered inbound F reorganization”).
(2) Publicly traded requirement. A for-
eign transferor corporation will be consid-
ered a publicly traded foreign corporation
only if the principal class of stock of the
foreign transferor corporation was regu-
larly traded on an established securities
market at all times during the three-year
period immediately preceding the comple-
tion of the F reorganization. The domestic
resulting corporation will be considered a
publicly traded domestic corporation only
if, at all times during the one-year period
immediately following the completion of
the F reorganization, the principal class of
stock of the domestic resulting corpora-
tion is regularly traded on an established
securities market.
The term “principal class of stock” will
mean the common stock of the foreign
transferor corporation or the domestic
resulting corporation, as applicable, pro-
vided that the class of stock represents the
majority of the aggregate vote and value of
2
For this purpose, a domestic corporation does not include a regulated investment company as defined in section 851 or a real estate investment trust as defined in section 856.

September 8, 2025 390 Bulletin No. 2025–37
the corporation. If no single class of com-
mon stock represents the majority of the
aggregate vote and value of the corpora-
tion, the principal class of stock will mean
those classes of stock that in the aggregate
represent a majority of the aggregate vote
and value of the corporation. In addition,
the term “regularly traded” will have the
same meaning provided in §1.897-9T(d)
(1) (but without regard to the reporting
requirement under §1.897-9T(d)(3)), and
the term “established securities market”
will have the same meaning provided in
§1.897-1(m) (but excluding any over-the-
counter market described in §1.897-1(m)
(3)).
(3) Exception for subsequent transfers.
A transaction that would otherwise qualify
as a covered inbound F reorganization will
not be a covered inbound F reorganization
if, pursuant to a plan (or series of related
transactions), the resulting domestic cor-
poration transfers any property
3
(other
than money) to any of its shareholders
with respect to the shareholder’s stock
in the resulting domestic corporation in
connection with the F reorganization. For
this purpose, a plan is deemed to exist if
the resulting domestic corporation trans-
fers any property (other than money) to
any of its shareholders with respect to
the shareholder’s stock in the resulting
domestic corporation within the one-year
period beginning on the date that the F
reorganization is completed. However,
a transaction would not fail to be a cov-
ered inbound F reorganization if the fair
market value of the aggregate amount of
property (other than money) transferred
by the resulting domestic corporation to
its shareholders (described in the preced-
ing two sentences) is less than one percent
of the total fair market value of the assets
of the foreign transferor corporation, as
determined at the time of the completion
of the F reorganization.
.03 Rules under §1.897-5T(c)(4)
(1) Exception in Notice 89-85 and
Notice 2006-46. The proposed regulations
will clarify that, in a covered inbound F
reorganization, the exception described
in Notice 89-85 and Notice 2006-46 to
gain recognition under §1.897-5T(c)(4)
(i) takes into account section 897(c)(3)
(including constructive ownership as pro-
vided in section 897(c)(6)(C)).
Thus, for example, assume a nonresi-
dent alien individual disposed of stock of
the foreign transferor corporation engag-
ing in a covered inbound F reorganization
during the applicable period set forth in
Notice 2006-46, but section 897(c)(3), if
applied, would have treated the stock of
the foreign transferor corporation as not
a USRPI (if the foreign corporation were
a domestic corporation on the date of the
disposition). In this case, the disposition
would not give rise to any amount owed
by the transferor foreign corporation
(assuming the conditions of §1.897-5T(c)
(4)(ii)(A) and (C) are met).
The proposed regulations will also pro-
vide that, solely for purposes of covered
inbound F reorganizations, section 897(c)
(3) applies based on whether the foreign
transferor corporation knows or has rea-
son to know that a person at some time
during the shorter of the periods described
in section 897(c)(1)(A)(ii) held more
than 5 percent of the class of stock. For
purposes of the rule set forth in the pre-
ceding sentence, the foreign transferor
corporation must make reasonable efforts
to know, including researching publicly
available information.
(2) Subject to U.S. taxation require-
ment. The proposed regulations will pro-
vide that in a covered inbound F reor-
ganization, a distributee of the resulting
domestic corporation stock that qualifies
for the exception in section 897(c)(3) at
the time of the distribution is treated as
meeting the requirement described in
§1.897-5T(c)(4)(ii)(A) of being subject
to U.S. taxation. Thus, for example, the
subject to U.S. taxation requirement of
§1.897-5T(c)(4)(ii)(A) would be met if the
foreign transferor corporation in a covered
inbound F reorganization distributes stock
of the resulting domestic corporation to
a distributee shareholder that, at the time
of the distribution, is a nonresident alien
individual who owned 5 percent or less
of the stock of the resulting domestic cor-
poration and, thus, the resulting domestic
corporation stock would not constitute a
USRPI under section 897(c)(3).
(3) Filing requirements. The pro-
posed regulations will provide that for
purposes of satisfying the filing require-
ments described in §1.897-5T(c)(4)(ii)
(C) for a covered inbound F reorga-
nization, the declaration described in
§1.897-5T(d)(1)(iii)(H) is required to be
provided only with respect to distribu-
tees of resulting domestic corporation
stock that the foreign transferor corpora-
tion knows or has reason to know (after
making reasonable efforts to determine,
including researching publicly avail-
able information) do not qualify for the
exception under section 897(c)(3) at the
time of the distribution.
.04 Rules under §1.897-6T(a)
The proposed regulations will revise
the rules described in §1.897-6T(a) to
provide that, for purposes of section
897(e)(1), nonrecognition treatment
under section 361(a) will apply in a
covered inbound F reorganization to a
foreign transferor corporation’s trans-
fer of a USRPI to a resulting domestic
corporation in exchange for stock of the
resulting domestic corporation that is
not a USRPI. This exception will apply
without regard to whether the foreign
transferor corporation would be subject
to U.S. taxation on its disposition of the
stock of the resulting domestic corpo-
ration received in the exchange. How-
ever, the foreign transferor corporation
remains subject to the condition set forth
in §1.897-6T(a)(1) that it satisfy the fil-
ing requirements described in §1.897-
5T(d)(1)(iii) (but it is not required to
provide the information described in
§1.897-5T(d)(1)(iii)(C) and (H)) and, as
part of those requirements, must include
a statement that any USRPI transferred
is pursuant to a covered inbound F reor-
ganization as defined in section 3.02
of this notice and to which the rules
in this section 3.04 apply. The foreign
transferor corporation may avoid the
filing requirements described in §1.897-
5T(d)(1)(iii) if it satisfies the conditions
described in Notice 89-57.
3
For this purpose, property has the meaning provided in section 317(a). The exception described in this section 3.02(3) will apply without regard to the rule in §1.368-2(m)(3)(iii) that dis-
tributions from a resulting corporation are treated as unrelated, separate transactions from an F reorganization even if they are connected in a formal sense.

Bulletin No. 2025–37 391 September 8, 2025
SECTION 4. REGULATIONS
TO BE ISSUED UNDER
SECTION 368(a)(1)(F)
.01 Overview
The Treasury Department and the IRS
have received stakeholder requests to
clarify the application of the “identity of
stock ownership” requirement for poten-
tial F reorganizations in which sales or
exchanges (or other dispositions) of trans-
feror or resulting corporation stock occur
in close temporal proximity to transactions
properly included in the plan of reorgani-
zation. For example, stakeholders have
requested that the Treasury Department
and the IRS provide guidance to clarify the
potential effect on F reorganization quali-
fication of sales or exchanges of resulting
corporation stock that occur among trans-
action steps including (i) the formation of
the resulting corporation, (ii) a transaction
that involves an actual or deemed transfer
of property from the transferor corpora-
tion to the resulting corporation, and (iii)
the liquidation (or deemed liquidation) of
the transferor corporation. The Treasury
Department and the IRS are of the view
that §1.368-2(m) and the most relevant
examples set forth in §1.368-2(m)(4)(vi)
and (vii) (Examples 6 and 7, respectively)
fail to address these issues with sufficient
certainty for taxpayers.
.02 Proposed Regulations revising §1.368-
2(m)(1)(ii)
(1) Proposed operative rule. The forth-
coming proposed regulations would revise
§1.368-2(m)(1)(ii) to add at the end the
following sentence: “Satisfaction of the
identity of stock ownership requirement
under this paragraph (m)(1)(ii) would
not be affected by a disposition of stock
in either the transferor corporation or the
resulting corporation if that disposition
is not included in the plan of reorganiza-
tion.”
(2) Proposed example 15 under §1.368-
2(m)(4). The forthcoming proposed regu-
lations would revise §1.368-2(m)(4) to
add at the end the following new para-
graph (m)(4)(xv) (Example 15).
“(xv) Example 15. Sales of stock among trans-
action steps included in the plan of reorganization—
mere change. P is a publicly traded Country A for-
eign corporation that has a single class of common
stock outstanding. P also is a holding company that
owns all the stock of domestic corporation (S). P
organizes a domestic corporation (US Corp.), sub-
scribing for stock of US Corp. with nominal consid-
eration. P’s purpose for its organization of US Corp.
is to have it serve as a resulting corporation for a
potential F reorganization. To effectuate the potential
F reorganization, US Corp. creates a merger subsidi-
ary, which merges into P with P surviving as a wholly
owned subsidiary of US Corp. (merger). Next, P
elects to change its classification for Federal income
tax purposes to be classified as a disregarded entity
three days after the merger (liquidation). Between
the dates of the merger and the liquidation, how-
ever, some of the US Corp. shareholders sell their
US Corp. shares to persons that are not shareholders
of US Corp. prior to sale. The sale of the US Corp.
stock is not included in the plan of reorganization
for the potential F reorganization. Therefore, the sat-
isfaction of the identity of stock ownership require-
ment under this paragraph (m)(1)(ii) of this section is
not affected by the disposition of stock in US Corp.”
SECTION 5. APPLICABILITY DATES
AND RELIANCE
The forthcoming proposed regulations
incorporating the guidance described in
sections 3 and 4 of this notice will apply
to distributions, transfers, or exchanges
occurring on or after August 19, 2025.
Taxpayers may rely on the rules described
in section 3 of this notice for covered
inbound F reorganizations occurring
before the forthcoming proposed regu-
lations are published in the Federal Reg-
ister, provided taxpayers follow those
rules in their entirety and in a consistent
manner. Taxpayers also may rely on the
rules described in section 4 of this notice
for potential F reorganizations before the
forthcoming proposed regulations are
published in the Federal Register.
SECTION 6. PAPERWORK
REDUCTION ACT
The Paperwork Reduction Act of 1995
(44 U.S.C. 3501-3520) 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 it dis-
plays a valid control number assigned by
the OMB.
The rules described in section 3.03
and 3.04 of this notice will apply to a for-
eign transferor corporation in a covered
inbound F reorganization and will require
the foreign corporation to satisfy the filing
requirements described in §1.897-5T(d)
(1)(iii), as modified by Notice 89-57,
1989-1 C.B. 698. The specific collections
of information relate to the rules described
in §§1.897-5T(c)(4)(ii)(C) and 1.897-
6T(a), as modified by this notice. The col-
lections of information mentioned in this
notice are already approved by the OMB
under OMB number 1545-0123.
SECTION 7. EFFECT ON OTHER
DOCUMENTS
Notice 89-85, 1989-2 C.B. 403, and
Notice 2006-46, 2006-1 C.B. 1044, are
modified and clarified.
SECTION 8. REQUEST FOR
COMMENTS AND DRAFTING
INFORMATION
The Treasury Department and the IRS
request comments on the rules described in
this notice. Comments should be submit-
ted by October 20, 2025. Comments may
be submitted electronically via the Federal
eRulemaking Portal at www.regulations.
gov (type IRS-2025-0170 in the search
field on the regulations.gov homepage to
find this notice and submit comments).
Written comments may be submitted to
the Office of Associate Chief Counsel
(International), Attention: Daren Gottlieb,
Internal Revenue Service, IR-4561, 1111
Constitution Avenue, NW, Washington,
DC 20224. Comments will be available
for public inspection and copying.
The principal authors of this notice are
Daren Gottlieb and Elena Madaj of the
Office of Associate Chief Counsel (Inter-
national), and Douglas C. Bates of the
Office of Associate Chief Counsel (Cor-
porate). For further information regard-
ing section 3 of this notice, contact Mr.
Gottlieb at (202) 317-4943 (not a toll-free
call). For further information regarding
section 4 of this notice, contact Mr. Bates
at (202) 317-6847 (not a toll-free number).

Bulletin No. 2025–37 i September 8, 2025
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.

September 8, 2025 ii Bulletin No. 2025–37
Numerical Finding List
1
Bulletin 2025–37
Announcements:
2025-19, 2025-29 I.R.B. 191
2025-20, 2025-31 I.R.B. 271
2025-21, 2025-32 I.R.B. 312
2025-24, 2025-36 I.R.B. 359
2025-25, 2025-36 I.R.B. 360
Notices:
2025-32, 2025-27 I.R.B. 1
2025-33, 2025-27 I.R.B. 4
2025-34, 2025-27 I.R.B. 6
2025-35, 2025-27 I.R.B. 8
2025-31, 2025-28 I.R.B. 14
2025-36, 2025-30 I.R.B. 192
2025-37, 2025-30 I.R.B. 198
2025-40, 2025-31 I.R.B. 266
2025-39, 2025-32 I.R.B. 308
2025-28, 2025-34 I.R.B. 316
2025-41, 2025-34 I.R.B. 325
2025-42, 2025-36 I.R.B. 351
2025-43, 2025-36 I.R.B. 356
2025-44, 2025-37 I.R.B. 386
2025-45, 2025-37 I.R.B. 388
Proposed Regulations:
REG-125710-18, 2025-30 I.R.B. 263
REG-107459-24, 2025-32 I.R.B. 313
REG-132805-17, 2025-35 I.R.B. 342
REG-108822-25, 2025-36 I.R.B. 361
Revenue Procedures:
2025-22, 2025-30 I.R.B. 200
2025-24, 2025-31 I.R.B. 273
2025-25, 2025-32 I.R.B. 311
2025-26, 2025-33 I.R.B. 315
Revenue Rulings:
2025-13, 2025-28 I.R.B. 11
2025-14, 2025-32 I.R.B. 300
2025-15, 2025-32 I.R.B. 302
2025-16, 2025-35 I.R.B. 342
2025-17, 2025-36 I.R.B. 349
2025-18, 2025-37 I.R.B. 365
Treasury Decisions:
10021, 2025-31 I.R.B. 264
10031, 2025-32 I.R.B. 304
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2025–27 through 2025–52 is in Internal Revenue Bulletin
2025–52, dated December 22, 2025.

Bulletin No. 2025–37 iii September 8, 2025
Finding List of Current Actions on
Previously Published Items
1
Bulletin 2025–37
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2025–27 through 2025–52 is in Internal Revenue Bulletin
2025–52, dated December 22, 2025.

Internal Revenue Service
Washington, DC 20224
Official Business
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