Corporation Application for Tentative Refund

Instructions for Form 1139
(Rev. December 2012)

Department of the Treasury
Internal Revenue Service

Corporation Application for Tentative Refund
Section references are to the Internal
Revenue Code unless otherwise noted.

Future Developments

For the latest information and
developments related to Form 1139
and its instructions, such as
legislation enacted after this form and
its instructions were published go to
www.irs.gov/form1139.

General Instructions
Purpose of Form

A corporation (other than an S
corporation) files Form 1139 to apply
for a quick refund of taxes from:
The carryback of an NOL (or a loss
from operations of a life insurance
company),
The carryback of a net capital loss,
The carryback of an unused
general business credit, or
An overpayment of tax due to a
claim of right adjustment under
section 1341(b)(1).
Waiving the NOL carryback period.
A corporation can elect to carry an
NOL forward instead of first carrying it
back. Make this election by attaching
a statement to a timely filed tax return
(including extensions) for the tax year
of the NOL indicating that the
corporation is electing to relinquish
the entire carryback period under
section 172(b)(3) for any NOLs
incurred in that tax year.
If the corporation timely filed its
return for the loss year without making
the election, it can make the election
on an amended return filed within 6
months of the due date of the loss
year return (excluding extensions).
Attach the election to the amended
return and write “Filed pursuant to
section 301.9100-2” on the election
statement. Once made, the election is
irrevocable.

When To File

Generally, the corporation must file
Form 1139 within 12 months of the
end of the tax year in which an NOL,
net capital loss, unused credit, or
claim of right adjustment arose.

Jan 30, 2013

The corporation must file its
income tax return for the tax
CAUTION
year no later than the date it
files Form 1139.

!

Form 1138. If the corporation filed
Form 1138, Extension of Time for
Payment of Taxes by a Corporation
Expecting a Net Operating Loss
Carryback, it can get an additional
extension of time to pay. To do so, file
Form 1139 by the last day of the
month that includes the due date
(including extensions) for filing the
return for the tax year from which the
NOL carryback arose.
Qualified new members of a con­
solidated group. The general rule
above applies to the time for filing of
Form 1139 by a consolidated group.
However, for this purpose, a separate
return year of a qualified new member
(see below) that ends on the date of
joining the new group is treated as
ending on the same date as the end of
the tax year of the consolidated group
that includes the date of the end of the
separate return year. If this special
treatment applies, see the instructions
for line 5 below. A new member of a
consolidated group is a qualified new
member if immediately prior to
becoming a new member either:
It was the common parent of a
consolidated group, or
It was not required to join in the
filing of a consolidated return.

Where To File

File Form 1139 with the Internal
Revenue Service Center where the
corporation files its income tax return.

!

CAUTION

Do not file Form 1139 with
the corporation's income tax
return.

What To Attach

Attach to Form 1139 copies of the
following, if applicable, for the year of
the loss or credit.
The first two pages of the
corporation's income tax return.
All other forms and schedules from
which a carryback results (for
example, Schedule D (Form 1120),
Form 3800, etc.).
Cat. No. 20631X

All Forms 8886, Reportable
Transaction Disclosure Statement,
attached to the corporation's tax
return.
Any applicable election statement.
See Definitions and Special Rules
below.
All carryback year forms and
schedules for which items were
refigured.
Form 8302, Electronic Deposit of
Tax Refund of $1 Million or More.
Electronic deposits can be made only
for a carryback year for which the
refund is at least $1 million. Attach a
separate form for each such
carryback year.

Processing the Application

The IRS will process this application
within 90 days of the later of:
The date the corporation files the
complete application, or
The last day of the month that
includes the due date (including
extensions) for filing the corporation's
income tax return for the year in which
the loss or credit arose (or, for a claim
of right adjustment, the date of the
overpayment under section 1341(b)
(1)).
The payment of the requested
refund does not mean the IRS has
accepted the application as correct. If
the IRS later determines the claimed
deductions or credits are due to an
overstatement of the value of
property, negligence, disregard of
rules, or substantial understatement of
income tax, the corporation may be
assessed penalties. Interest is also
charged on any amounts erroneously
refunded, credited, or applied.
The IRS may need to contact the
corporation or its authorized
representative for more information.
To designate an attorney or
representative, attach Form 2848,
Power of Attorney and Declaration of
Representative, to Form 1139.

Disallowance of the Application

An application for a tentative refund is
not treated as a claim for credit or
refund. It may be disallowed if there
are any material omissions or math

errors that are not corrected within the
90-day period. If the application is
disallowed in whole or in part, no suit
challenging the disallowance may be
brought in any court. But the
corporation can file a regular claim for
credit or refund. See Filing Form
1120X or Other Amended Return
below.

Excessive Allowances

Any amount applied, credited, or
refunded based on this application
that the IRS later determines to be
excessive may be billed as if it were
due to a math or clerical error on the
return.

Filing Form 1120X or Other
Amended Return

A corporation can get a refund by
filing Form 1120X (or other amended
return, such as an amended Form
1120-PC) instead of Form 1139.
Generally, the corporation must file an
amended return within 3 years after
the date the return was due for the tax
year in which an NOL, net capital loss,
or unused credit arose (or, if later, the
date the return for that year was filed).
Corporations must file Form 1120X
(or other amended return) instead of
Form 1139 to carry back:
A prior year foreign tax credit
released due to an NOL or net capital
loss carryback, or
A prior year general business credit
released because of the release of the
foreign tax credit.
The procedures for processing an
amended return and Form 1139 are
different. The IRS is not required to
process an amended return within 90
days. However, if the IRS does not
process it within 6 months from the
date a corporation files it, the
corporation can file suit in court. If the
IRS disallows a claim on an amended
return and the corporation disagrees
with that determination, the
corporation must file suit no later than
2 years after the date the IRS
disallows it.

Definitions and Special Rules
Net Operating Loss (NOL)
For corporations, an NOL is the
excess of the deductions allowed over
gross income, computed with the
following adjustments.
The NOL deduction for an NOL
carryback or carryover from another
year is not allowed.

The dividends-received deductions
for dividends received from domestic
and foreign corporations and for
dividends received on certain
preferred stock of a public utility are
computed without regard to the
limitation on the aggregate amount of
deductions under section 246(b).
The dividends-paid deduction for
dividends paid on certain preferred
stock of a public utility is computed
without regard to the limitation under
section 247(a)(1)(B).
The domestic production activities
deduction under section 199 is
generally not allowed. See
Regulations section 1.199-7(c)(2) for
an exception.
The carryback period for an NOL
generally is 2 years. Any loss not
applied in the preceding years can be
carried forward up to 20 years.
Special rules (discussed below)
apply to the portion of an NOL
attributable to:
A specified liability loss;
A farming loss;
A qualified disaster loss or a
qualified GO Zone loss;
An eligible loss; or
An excess interest loss.
Specified Liability Losses
Generally, a specified liability loss is a
loss arising from:
1. Product liability,
2. An act (or failure to act) that
occurred at least 3 years before the
beginning of the loss year and
resulted in a liability under a federal or
state law requiring:
a. Reclamation of land,
b. Decommissioning of a nuclear
power plant (or any unit thereof),
c. Dismantling of a drilling
platform,
d. Remediation of environmental
contamination, or
e. Payment under any workers
compensation act.
Any loss from a liability arising from
2a through 2e, above, can be taken
into account as a specified liability
loss only if the corporation used an
accrual method of accounting
throughout the period in which the act
(or failure to act) occurred. For details,
see section 172(f).
­2­

To the extent an NOL is a specified
liability loss, the carryback period for
that part of the NOL is generally 10
years. Any such loss that is not
applied in the 10 preceding years can
be carried forward up to 20 years.
However, the corporation can
make an irrevocable election to figure
the carryback period for a specified
liability loss without regard to the
special 10-year carryback rule. To
make the election, attach to the
corporation's timely filed tax return for
the loss year a statement that the
corporation is electing to have the
carryback period for the NOL under
section 172(b)(1)(C) determined
without regard to the special 10-year
carryback rule. If the corporation
timely filed its tax return without
making the election, it can make the
election on an amended return filed
within 6 months of the due date of the
return (excluding extensions). Attach
the election to the amended return
and write “Filed pursuant to section
301.9100-2” on the election
statement.
Farming Loss
A farming loss is the smaller of:
1. The amount that would be the
NOL for the tax year if only income
and deductions attributable to farming
businesses (as defined in section
263A(e)(4)) were taken into account,
or
2. The NOL for the tax year.
To the extent the NOL is a farming
loss, the carryback period is 5 years.
Any such loss not applied in the 5
preceding years can be carried
forward up to 20 years.
However, the corporation can
make an irrevocable election to figure
the carryback period for a farming loss
without regard to the special 5-year
carryback rule. To make this election,
attach to the corporation's timely filed
tax return for the loss year a statement
that the corporation is electing to have
the carryback period for the NOL
under section 172(b)(1)(G)
determined without regard to the
special 5-year carryback rule. If the
corporation timely filed its tax return
without making the election, it can
make the election on an amended
return filed within 6 months of the due
date of the return (excluding

extensions). Attach the election to the
amended return and write “Filed
pursuant to section 301.9100-2” on
the election statement.
Qualified Disaster Loss
A qualified disaster loss is the smaller
of:
1. The sum of:
a. Any loss occurring in a disaster
area and attributable to a federally
declared disaster (as defined in
section 165(h)(3)(C)) occurring before
January 1, 2010, and
b. Any qualified disaster expenses
that were allowable under section
198A (even if the corporation did not
elect to treat such expenses as
qualified disaster expenses), or
2. The NOL for the tax year.
A qualified disaster loss does not
include any loss from property used in
connection with any private or
commercial golf course, country club,
massage parlor, hot tub facility,
suntan facility, or any store for which
the principal business is the sale of
alcoholic beverages for consumption
off premises. A qualified disaster loss
also does not include any gambling or
animal racing property. See sections
172(j)(4) and 1400N(p)(3) for more
details.
The portion of an NOL that is a
qualified disaster loss can be carried
back 5 years. Any such loss not
applied in the 5 preceding years can
be carried forward up to 20 years.
The corporation can make an
irrevocable election to figure the
carryback period for the qualified
disaster loss without regard to the
special 5-year carryback rule. To
make this election, attach to the tax
return filed by the due date (including
extensions), a statement that the
corporation is electing to treat the
qualified disaster loss without regard
to the special 5-year carryback rule. If
the corporation timely filed its return
without making the election, it can still
make the election on an amended
return filed within 6 months of the due
date of the return (excluding
extensions). Attach the election to the
amended return and write “Filed
pursuant to section 301.9100-2” on
the election statement.

Qualified Gulf Opportunity Zone
(GO Zone) Loss
A qualified GO Zone loss is the
smaller of:
1. The NOL for the tax year
reduced by any specified liability loss
to which a 10-year carryback applies,
or
2. Any depreciation or
amortization allowable for any
specified GO Zone extension
property, as defined in section
1400N(d)(6), (even if an election was
made not to claim any special
depreciation allowance for such
property).
The portion of an NOL that is a
qualified GO Zone loss can be carried
back 5 years. Any such loss not
applied in the 5 preceding years can
be carried forward up to 20 years.

Only the eligible loss portion of the
NOL can be carried back 3 years. Any
such loss not applied in the preceding
3 years can be carried forward up to
20 years.
Excess Interest Loss
If the corporation has a corporate
equity reduction transaction, a
different carryback period may apply.
See section 172(b)(1)(E).
Allocation of NOLs when a loss
corporation has an ownership
change. If the corporation has a loss
for a year and has an ownership
change, special rules apply for
allocating NOLs. For details, see
Regulations section 1.382-6.

Specific Instructions
Address

Include the room, suite, 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, enter the box number
instead of the street address.

A corporation can make an
irrevocable election to figure the
carryback period for a qualified GO
Zone loss without regard to the
special 5-year carryback rule. To
make the election, attach to the
corporation's timely filed tax return for
the loss year a statement that the
corporation is electing to have the
carryback period for the NOL under
section 1400N(k)(1)(A)(i) determined
without regard to the special 5-year
carryback rule. If the corporation
timely filed its tax return without
making the election, it can make the
election on an amended return filed
within 6 months of the due date of the
return (excluding extensions). Attach
the election to the amended return
and write “Filed pursuant to section
301.9100-2” on the election
statement.

If the corporation is claiming a
tentative refund based on the
carryback of any of the NOLs
discussed under Definitions and
Special Rules, include the amount of
the carryback on line 1a. Attach any
statements required. See What To
Attach earlier.

Eligible Loss

Line 1b—Net Capital Loss

To the extent the NOL is an eligible
loss, the carryback period is 3 years.
For a small business, an eligible
loss is any loss attributable to a
federally declared disaster (as defined
in section 165(h)(3)(C)), but only if the
business meets the gross receipts
test of section 448(c). An elgible loss
includes an NOL, attributable to a
federally declared disaster, of a
taxpayer engaged in the trade or
business of farming (as defined in
section 263A(e)(4)) for the loss year.

­3­

If the corporation receives its mail
in care of a third party (such as an
accountant or an attorney), enter on
the street address line “C/O” followed
by the third party's name and street
address or P.O. box.

Line 1a—Net Operating Loss

A net capital loss can be carried back
3 years and treated as a short-term
capital loss in the carryback year. The
net capital loss can be carried back
only to the extent it does not increase
or produce an NOL in the tax year to
which it is carried. For special rules for
capital loss carrybacks, see section
1212(a)(3).

Line 1c—Unused General
Business Credit

If the corporation is claiming a
tentative refund based on a carryback
of an unused general business credit
(GBC), attach a copy of the

appropriate credit form for the tax year
in which the credit arose. Except as
provided in section 39(d), an unused
GBC can be carried back 1 year.
However, special rules apply to
unused eligible small business credits
(discussed below). Refigure the credit
for the carryback year on Form 3800,
General Business Credit, or the
applicable credit form. See the
instructions for Form 3800.
Unused eligible small business
credit (ESBC). An unused ESBC is
carried back 5 years. ESBCs are the
total of the GBCs (other than the new
hire retention credit and the employer
housing credit) for an eligible small
business. For purposes of ESBCs, an
eligible small business is a
corporation whose stock is not
publicly traded, a partnership, or a
sole proprietorship. The average
annual gross receipts of an eligible
small business cannot exceed $50
million for the 3-tax-year period
preceding the tax year of the credit.
For additional rules and details, see
section 38(c)(5)(B) and the
Instructions for Form 3800.
If the corporation is an eligible
small business and is carrying back
an ESBC, write "SBJA 2012" at the
top of Form 1139. Complete and
attach Form 6478, Credit for Alcohol
Used as Fuel, for the carryback year
rand succeeding years to which the
credit is carried. For details on
completing Form 6478 for the
appropriate year(s), see the
Instructions for Form 3800.

Line 1d—Other

Complete line 1d if Form 1139 is filed
to claim a tentative refund based on
an overpayment of tax due to a claim
of right adjustment under section
1341(b)(1). See the instructions for
line 28, later.

Line 4

Foreign taxes taken as a credit in a
prior year can be reduced to zero by
the carryback of an NOL or a net
capital loss on Form 1139. A
corporation must file Form 1120X (or
other amended return) instead of
Form 1139 to carry back a prior year
foreign tax credit released due to an
NOL or net capital loss carryback.
See Filing Form 1120X or Other
Amended Return, earlier.

Line 5

If the common parent of a
consolidated group files Form 1139 to
carry back a loss or credit arising in a
corporation's separate return year to a
year in which the corporation joined in
the filing of a consolidated return, the
IRS is required to send the refund for
that year directly to, and in the name
of, the common parent (or agent
designated under Regulations section
1.1502-77(d) for the carryback year).
See Regulations sections
1.1502-78(a) and (b).

If the corporation is filing Form
1139 for a short tax year created
when the corporation became a
qualified new member of a
consolidated group (see Qualified
new members of a consolidated
group, earlier) the corporation must
answer “Yes” on line 5a and enter the
tax year ending date, name, and EIN
of the new common parent on line 5b.

Lines 11 through 27—
Computation of Decrease in
Tax

In columns (a), (c), and (e), enter the
amount for the applicable carryback
year as shown on your original or
amended return or as adjusted by the
IRS.
Use columns (a) and (b), (c) and
(d), or (e) and (f) to enter amounts
before and after carryback for each
year to which the loss is carried. Start
with the earliest carryback year. Use
the remaining pairs of columns for
each consecutive preceding year until
the loss is fully absorbed. Enter the
ordinal number of years the loss is
being carried back and the date the
carryback year ends in the spaces
provided above columns (a) and (b),
(c) and (d), or (e) and (f).
For example, the loss year is the
2012 calendar year and the loss is
carried back 5 years. Enter “5th” and
“12/31/07” in the spaces provided
above columns (a) and (b). After
making the entries, it reads “5th
preceding tax year ended 12/31/07.”
Note. Additional Forms 1139 may be
needed if the corporation is carrying
back an NOL to more than 3
preceding tax years. On the additional
forms, complete lines 11 through 27
for each additional preceding tax year
as necessary. Skip lines 1 through 10
and do not sign the additional forms.
­4­

When completing lines 16 through
25, take into account any write-in
amounts that may have appeared on
the original return. For example, for a
tax year beginning in 2012, if Form
1120, Schedule J, line 2, was
increased by deferred tax under
section 1291, include that amount on
line 16.

Line 11—Taxable Income From
Tax Return
Enter in columns (b), (d), and (f) the
amounts from columns (a), (c), and
(e), respectively.

Line 12—Capital Loss
Carryback

Enter the capital loss carryback, but
not more than capital gain net income.
Capital gain net income is figured
without regard to the capital loss
carryback of the loss year or any later
year. Attach a copy of Schedule D
(Form 1120) for the carryback year.
Enter the amount of the capital loss
carryback as a positive number on
line 12.

When carrying over a net capital
loss to a later tax year, reduce the
amount of the net capital loss that can
be used in the later years by the
amount of the net capital loss
deductions used in the earlier years.
For details, see section 1212(a)(1).

Line 14—NOL Deduction

See Definitions and Special Rules
earlier to figure the carryback period.
NOLs are first applied to the earliest
year in the carryback period. Any
unused amount is carried to the next
tax year in the carryback period. Any
amount not used during the carryback
period is carried forward up to 20
years.

Line 16—Income Tax

In columns (b), (d), and (f), enter the
refigured income tax after taking into
account the carryback(s). See the
instructions for the corporate income
tax return for the applicable year for
details on how to figure the tax. Attach
a computation of the refigured tax.
Take into account section 1561 when
refiguring the income tax.

Line 17—Alternative Minimum
Tax

For columns (b), (d), and (f), refigure
the alternative minimum tax.
Complete and attach Form 4626 for
the appropriate year.

Limit on alternative tax NOL de­
duction. If the corporation carries
back any portion of an alternative tax
NOL (ATNOL) based on an NOL
carryback attributable to qualified
disaster losses or qualified GO Zone
losses, the 90%-ofalternative-minimum-taxable-income
(AMTI) limit does not apply to such
portion of the alternative tax NOL
deduction (ATNOLD). To determine
the ATNOLD for the carryback year,
see section 56(d)(1)(A). Also, see the
Instructions for Form 4626.

Line 19—General Business
Credit

In columns (b), (d), and (f), enter the
total of the corrected GBCs. Attach all
applicable forms used to redetermine
the GBC. Also, see the instructions for
line 1c.
Released general business cred­
its. If an NOL carryback or a net
capital loss carryback eliminates or
reduces a GBC in an earlier tax year,
the released GBC can be carried back
1 year.
See section 39 and the Instructions
for Form 3800 for more details on
GBC carrybacks.

Line 20—Other Credits

See the corporation's tax return for the
carryback year for any additional
credits such as the nonconventional

source fuel credit, the possessions tax
credit, etc., that will apply in that year.
If any entry is made on line 20, attach
a statement identifying the credits
claimed.

Line 24—Other Taxes

For columns (b), (d), and (f), refigure
any other taxes not mentioned above,
such as recapture taxes, that will
apply in that year. If an entry is made
on line 24, identify the taxes on an
attached statement.

Line 28—Overpayment of Tax
Under Section 1341(b)(1)

For a tentative refund based on an
overpayment of tax under section
1341(b)(1), enter the overpayment on
line 28 and attach a computation
showing the information required by
Regulations section 5.6411-1(d).

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

­5­

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 . . . . . . 27 hr., 44 min.
Learning about the
law or the form . . . . . .
Preparing the form

. .

Copying, assembling,
and sending the form
to the IRS . . . . . . . . . .

4 hr., 55 min.
10 hr., 14 min.

1 hr., 20 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:T:SP, 1111
Constitution Ave. NW, IR-6526,
Washington, DC 20224. Do not send
the form to this office. Instead, see
Where To File earlier.