Because the corporation had an NOL, the limit based on taxable income does not apply.

Claiming the NOL Deduction

The form a corporation uses to deduct its NOL depends on whether it carries the NOL back or forward.

For a carryback.   If a corporation carries back the NOL, it can use either Form 1120X or Form 1139. A corporation can get a refund faster by using Form 1139. It cannot file Form 1139 before filing the return for the corporation's NOL year, but it must file Form 1139 no later than one year after the year it sustains the NOL.

If the corporation does not file Form 1139, it must file Form 1120X within 3 years of the due date, plus extensions, for filing the return for the year in which it sustains the NOL.

For a carryforward.   If a corporation carries forward its NOL, it enters the carryover on Schedule K (Form 1120), line 12. It also enters the deduction for the carryover (but not more than the corporation's taxable income after special deductions) on line 29(a) of Form 1120 or line 25(a) of Form 1120-A.

Carryback expected.   If a corporation expects to have an NOL in its current year, it can automatically extend the time for paying all or part of its income tax for the immediately preceding year. It does this by filing Form 1138. It must explain on the form why it expects the loss.

The payment of tax that may be postponed cannot exceed the expected overpayment from the carryback of the NOL.

Period of extension.   The extension is in effect until the end of the month in which the return for the NOL year is due (including extensions).

If the corporation files Form 1139 before this date, the extension will continue until the date the IRS notifies the corporation that its Form 1139 is allowed or disallowed in whole or in part.

Figuring the NOL Carryover

If the NOL available for a carryback or carryforward year is greater than the taxable income for that year, the corporation must modify its taxable income to figure how much of the NOL it will use up in that year and how much it can carry over to the next tax year.

Its carryover is the excess of the available NOL over its modified taxable income for the carryback or carryforward year.

Modified taxable income.   A corporation figures its modified taxable income the same way it figures its taxable income, with the following exceptions.

• It can deduct NOLs only from years before the NOL year whose carryover is being figured.
• The corporation must figure its deduction for charitable contributions without considering any NOL carrybacks.

The modified taxable income for any year cannot be less than zero.

Modified taxable income is used only to figure how much of an NOL the corporation uses up in the carryback or carryforward year and how much it carries to the next year. It is not used to fill out the corporation's tax return or figure its tax.

Ownership change.   A loss corporation (one with cumulative losses) that has an ownership change is limited on the taxable income it can offset by NOL carryforwards arising before the date of the ownership change. This limit applies to any year ending after the change of ownership.

See sections 381 through 384, and 269 of the Internal Revenue Code and the related regulations for more information about the limits on corporate NOL carryovers and corporate ownership changes.

At-Risk Limits

The at-risk rules limit your losses from most activities to your amount at risk in the activity. The at-risk limits apply to certain closely held corporations (other than S corporations).

The amount at risk generally equals:

• The money and the adjusted basis of property contributed by the taxpayer to the activity, and
• The money borrowed for the activity.

Closely held corporation.   For the at-risk rules, a corporation is a closely held corporation if, at any time during the last half of the tax year, more than 50% in value of its outstanding stock is owned directly or indirectly by, or for, five or fewer individuals.

To figure if more than 50% in value of the stock is owned by five or fewer individuals, apply the following rules.

1. Stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust is considered owned proportionately by its shareholders, partners, or beneficiaries.
2. An individual is considered to own the stock owned, directly or indirectly, by or for his or her family. Family includes only brothers and sisters (including half brothers and half sisters), a spouse, ancestors, and lineal descendants.
3. If a person holds an option to buy stock, he or she is considered to be the owner of that stock.
4. When applying rule (1) or (2), stock considered owned by a person under rule (1) or (3) is treated as actually owned by that person. Stock considered owned by an individual under rule (2) is not treated as owned by the individual for again applying rule (2) to consider another the owner of that stock.
5. Stock that may be considered owned by an individual under either rule (2) or (3) is considered owned by the individual under rule (3).

More information.   For more information on the at-risk limits, see Publication 925.

Passive Activity Limits

The passive activity rules generally limit your losses from passive activities to your passive activity income. Generally, you are in a passive activity if you have a trade or business activity in which you do not materially participate during the tax year, or you have a rental activity.

The passive activity rules apply to personal service corporations and closely held corporations (other than S corporations).

Personal service corporation.   For the passive activity rules, a corporation is a personal service corporation if it meets all of the following requirements.

1. It is not an S corporation.
2. Its principal activity during the testing period is performing personal services, defined later. The testing period for any tax year is the previous tax year. If the corporation has just been formed, the testing period begins on the first day of its tax year and ends on the earlier of:
   1. The last day of its tax year, or
   2. The last day of the calendar year in which its tax year begins.
3. Its employee-owners substantially perform the services in (2). This requirement is met if more than 20% of the corporation's compensation cost for its activities of performing personal services during the testing period is for personal services performed by employee-owners.
4. Its employee-owners own more than 10% of the fair market value of its outstanding stock on the last day of the testing period.

Personal services.   Personal services are those performed in the fields of accounting, actuarial science, architecture, consulting, engineering, health (including veterinary services), law, and the performing arts.

Employee-owners.   A person is an employee-owner of a personal service corporation if both of the following apply.

1. He or she is an employee of the corporation or performs personal services for, or on behalf of, the corporation (even if he or she is an independent contractor for other purposes) on any day of the testing period.
2. He or she owns any stock in the corporation at any time during the testing period.

Closely held corporation.   For the passive activity rules, a corporation is closely held if all of the following apply.

1. It is not an S corporation.
2. It is not a personal service corporation (defined earlier).
3. At any time during the last half of the tax year, more than 50% of the value of its outstanding stock is, directly or indirectly, owned by five or fewer individuals. Individual includes certain trusts and private foundations.

More information.   For more information on the passive activity limits, see Publication 925.

Figuring Tax

After you figure a corporation's taxable income, you figure its tax on Schedule J (Form 1120) or Part I (Form 1120-A). This section discusses the tax rate schedule, credits, recapture taxes, and the alternative minimum tax.

Tax Rate Schedule

Most corporations figure their tax by using the following tax rate schedule. This section discusses an exception to that rule for qualified personal service corporations. Other exceptions are discussed in the instructions for Schedule J (Form 1120) or Part I (Form 1120-A).

Qualified personal service corporation.   A qualified personal service corporation is taxed at a flat rate of 35% on taxable income. A corporation is a qualified personal service corporation if it meets both of the following tests.

1. Substantially all the corporation's activities involve the performance of personal services (as defined earlier under Personal services).
2. At least 95% of the corporation's stock, by value, is owned, directly or indirectly, by any of the following.
   1. Employees performing the personal services.
   2. Retired employees who had performed the personal services.
   3. An estate of the employee or retiree described above.
   4. Any person who acquired the stock of the corporation as a result of the death of an employee or retiree (but only for the 2-year period beginning on the date of the employee's or retiree's death).

See section 1.448-1T(e) of the regulations for details.

Credits

A corporation's tax liability is reduced if it takes any credits. The following list includes some credits available to corporations.

• Credit for federal tax on fuels used for certain nontaxable purposes (see Publication 378, Fuel Tax Credits and Refunds).
• Credit for prior year minimum tax (see Form 8827).
• Foreign tax credit (see Form 1118).
• General business credit (see General business credit, next).
• Nonconventional source fuel credit (see section 29 of the Internal Revenue Code).
• Possessions corporation tax credit (see Form 5735).
• Qualified electric vehicle credit (see Form 8834).
• Qualified zone academy bond credit (see Form 8860).

General business credit.   Your general business credit for the year consists of your carryforward of business credits from prior years plus your total current year business credits. Current year business credits include the following.

• Alcohol used as fuel credit (Form 6478).
• Contributions to selected community development corporations credit (Form 8847).
• Disabled access credit (Form 8826).
• Employer social security and Medicare taxes paid on certain employee tips credit (Form 8846).
• Employer-provided child care facilities and services credit (Form 8882).
• Empowerment zone and renewal community employment credit (Form 8844).
• Enhanced oil recovery credit (Form 8830).
• Indian employment credit (Form 8845).
• Investment credit (Form 3468).
• Low-income housing credit (Form 8586).
• New markets credit (Form 8874).
• New York Liberty Zone business employee credit (Form 8884).
• Orphan drug credit (Form 8820).
• Renewable electricity production credit (Form 8835).
• Research credit (Form 6765).
• Small employer pension plan startup costs credit (Form 8881).
• Welfare-to-work credit (Form 8861).
• Work opportunity credit (Form 5884).

Your general business credit for the current year may be increased by the carryback or carryforward of business credits from other years.

To claim a general business credit, you must first get the form or forms you need to claim your current year business credits. The above list identifies current year business credits. The form used to claim each credit is shown in parentheses. In addition to the credit form, you may also need to file Form 3800.

Who must file Form 3800.   You must file Form 3800 if any of the following apply.

• You have more than one of the credits listed earlier (other than the empowerment zone and renewal community employment credit or New York Liberty Zone business employee credit).
• You have a carryback or carryforward of any of these credits (other than the empowerment zone and renewal community employment credit or New York Liberty Zone business employee credit).
• Any of these credits (other than the low-income housing credit, the empowerment zone and renewal community employment credit, or the New York Liberty Zone business employee credit) is from a passive activity. (For information about passive activity credits, see Form 8582-CR.)

The empowerment zone and renewal community employment credit is subject to special rules. This credit is figured separately on Form 8844 and is not carried to Form 3800. For more information, see the instructions for Form 8844.

The New York Liberty Zone business employee credit is an expansion of the work opportunity credit to include a new targeted group of employees in the New York Liberty Zone. This credit is figured separately on Form 8884 and is, generally, not carried to Form 3800. For more information, see the instructions for Form 8884.

See the Form 3800 instructions for more information about the general business credit.

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