Form 1138 Extension of Time for Payment of Taxes by a Corporation

Form

1138

(Rev. December 2011)
Department of the Treasury
Internal Revenue Service
Name

Extension of Time for Payment of Taxes by a
Corporation Expecting a Net Operating Loss Carryback

OMB No. 1545-0135

(Under Section 6164 of the Internal Revenue Code)
Employer identification number

Number, street, and room or suite no. If a P.O. box, see instructions.
City or town, state, and ZIP code

1

Ending date of the tax year of the expected net operating loss (NOL)

2 Amount of expected NOL

3

Reduction of previously determined tax attributable to the expected NOL carryback
(see instructions—attach schedule) . . . . . . . . . . . . . . . . .

$
.

4

Ending date of the tax year immediately preceding the tax year of the expected NOL

5

Give the reasons, facts, and circumstances that cause the corporation to expect an NOL.

.

▶

$

6

Amount for which payment is to be extended:
Enter the total tax shown on the return, plus any amount assessed as a deficiency, interest, or
penalty (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . .
b Enter amounts from line 6a that were already paid or were required to have been paid, plus refunds,
credits, and abatements (see instructions) . . . . . . . . . . . . . . . . . . .
c Subtract line 6b from line 6a. Do not enter more than the amount on line 3 above. This is the amount
of tax for which the time for payment is extended
. . . . . . . . . . . . . . . .
a

6a
6b
6c

▲

Signature of officer

For Paperwork Reduction Act Notice, see instructions.

Date

Cat. No. 17250W

▲

Keep a copy of
this form for
your records.

▲

Sign
Here

Under penalties of perjury, I declare that I have examined this form, including any accompanying schedules and statements, and
to the best of my knowledge and belief it is true, correct, and complete.

Title
Form

1138

(Rev. 12-2011)

Form 1138 (Rev. 12-2011)

General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Future developments. The IRS has created a page on IRS.gov for
information about Form 1138 and its instructions at
www.irs.gov/form1138. Information about any future developments
affecting Form 1138 (such as legislation enacted after we release it)
will be posted on that page.
Purpose of form. A corporation that expects a net operating loss
(NOL) in the current tax year can file Form 1138 to extend the time
for payment of tax for the immediately preceding tax year. This
includes extending the time for payment of a tax deficiency. The
payment of tax that can be postponed cannot exceed the expected
overpayment from the carryback of the NOL.
Only payments of tax that are required to be paid after the filing of
Form 1138 are eligible for extension. Do not file this form if all the
required payments have been paid or were required to have been
paid.
If the corporation previously filed Form 1138 and later finds
information that will change the amount of the expected NOL, the
corporation can file a revised Form 1138. If the amount of the NOL
is increased based on the new information, the corporation can
postpone the payment of a larger amount of tax as long as the
larger amount has not yet been paid or is not yet required to be
paid. If the amount of the NOL is reduced because of the new
information, the corporation must pay the tax to the extent that the
amount of tax postponed on the original filing exceeds the amount
of tax postponed on the revised filing.
When and where to file. File Form 1138 after the start of the tax
year of the expected NOL but before the tax of the preceding tax
year is required to be paid. Generally, file Form 1138 with the
Internal Revenue Service Center where the corporation files its
income tax return.
A corporation can file Form 1138 separately or with Form 7004,
Application for Automatic Extension of Time To File Certain
Business Income Tax, Information, and Other Returns. If Form 1138
and Form 7004 are filed together, Form 1138 will reduce or
eliminate the amount of tax to be deposited when Form 7004 is
filed. If Form 1138 is filed with Form 7004, then file Form 1138 with
the Internal Revenue Service Center at the applicable address
where the corporation files Form 7004.
Period of extension. In general, the extension for paying the tax
expires at the end of the month in which the return for the tax year
of the expected NOL is required to be filed (including extensions).
The corporation can further extend the time for payment by filing
Form 1139, Corporation Application for Tentative Refund, before the
period of extension ends. See the instructions for Form 1139. The
period will be further extended until the date the IRS informs the
corporation that it has allowed or disallowed the application in
whole or in part.
Termination of extension. The IRS can terminate the extension
if it believes that any part of the form contains erroneous or
unreasonable information. The IRS can also terminate the
extension if it believes it may not be able to collect the tax.
Interest. Interest is charged on postponed amounts from the dates
that the payments would normally be due. The interest is figured at
the underpayment rate specified in section 6621.

Specific Instructions
Address. Include the suite, room, or other unit number after the
street address. If the post office does not deliver mail to the street
address and the corporation has a P.O. box, show the box number
instead.
If the corporation receives its mail in care of a third party (such as
an accountant or attorney), enter on the street address line “C/O”
followed by the third party’s name and street address or P.O. box.
If your address is outside the United States or its possessions or
territories, fill in the line for “City or town, state, and ZIP code” in the
following order: city, province or state, and country. Follow the
foreign country’s practice for entering the postal code, if any. Do
not abbreviate the country name.

Page

2

Line 2. The amount of the expected NOL must be based on all of
the facts relating to the operation of the corporation. Consider the
following items when estimating the amount of the expected NOL:
1. The number and dollar amounts of the corporation’s
Government contracts that have been canceled,
2. Profit and loss statements, and
3. Other factors peculiar to the corporation’s operations.
See section 172 and Pub. 542, Corporations, to help determine
the amount of the expected NOL. Limitations apply to (a) the
amount of taxable income of a new loss corporation for any tax year
ending after an ownership change that may be offset by any prechange NOLs and (b) the use of preacquisition losses of one
corporation to offset recognized built-in gains of another
corporation. For more information, see sections 382 and 384 and
the related regulations.
Line 3. Enter the reduction of previously determined tax
attributable to the carryback, for tax years before the tax year of
the NOL. Previously determined tax is generally:
1. The amount shown on the return, plus any amounts assessed
as deficiencies before Form 1138 is filed, minus
2. Any abatements, credits, or refunds allowed or made before
Form 1138 is filed.
See section 1314(a).
Attach a schedule showing how the reduction was figured. See
the instructions for the corporate income tax return for information
on figuring the NOL deduction and recomputing the tax.
Line 6a. For the year shown on line 4, enter on line 6a the total of:
1. The total tax shown on the return, plus
2. Any amount assessed as a deficiency (or as interest or a
penalty) prior to the filing of this Form 1138.
Line 6b. Enter the total of the following:
1. The amount of tax paid or required to be paid before the date
this form is filed. This includes any amount assessed as a deficiency
or as interest or a penalty if this form is filed more than 21 calendar
days after notice and demand for payment was made (more than 10
business days if the amount for which the notice and demand for
payment was made equals or exceeds $100,000). An amount of tax
for which the corporation has received an extension of time to pay
(under section 6161) is not considered required to be paid before
the end of the extension, plus
2. The amount of refunds, credits, and abatements made before
the date this form is filed.
Paperwork Reduction Act Notice. We ask for the information on
this form to carry out the Internal Revenue laws of the United
States. You are required to give us the information. We need it to
ensure that you are complying with these laws and to allow us to
figure and collect the right amount of tax.
You are not required to provide the information requested on a
form that is subject to the Paperwork Reduction Act unless the
form displays a valid OMB control number. Books or records
relating to a form or its instructions must be retained as long as
their contents may become material in the administration of any
Internal Revenue law. Generally, tax returns and return information
are confidential, as required by section 6103.
The time needed to complete and file this form will vary
depending on individual circumstances. The estimated average time
is:
Recordkeeping . . . . . . . . . . . . 3 hr., 21 min.
Learning about the law or the form . . . . . . 42 min.
Preparing and sending the form to the IRS . . . . 47 min.
If you have comments concerning the accuracy of these time
estimates or suggestions for making this form simpler, we would be
happy to hear from you. You can write to the Internal Revenue
Service, Tax Products Coordinating Committee,
SE:W:CAR:MP:T:M:S, 1111 Constitution Ave. NW, IR-6526,
Washington, DC 20224. Do not send Form 1138 to this office.
Instead, see When and where to file, above.