1139 Instructions for Form 1139

Instructions for Form 1139

Department of the Treasury
Internal Revenue Service

(Rev. October 2020)

(For use with the October 2018 revision of Form 1139)
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
IRS.gov/Form1139.

What’s New

The Coronavirus Aid, Relief, and
Economic Security Act (CARES Act)
made the following changes.
Special rule for net operating losses (NOLs) incurred in 2018, 2019,
and 2020. The carryback period for
NOLs incurred in tax years beginning
after December 31, 2017, and before
January 1, 2021, is now 5 years. See
section 172(b)(1)(D)(i).
Repeal of the NOL carryback. For
losses incurred in tax years beginning
after December 31, 2020, a 2-year
NOL carryback applies, but only for
farming losses and losses from
insurance companies, other than life
insurance companies. See Definitions
and Special Rules, later.
New election to exclude section
965 years. A corporation may elect
to exclude section 965 years from the
carryback period. See Election to
exclude section 965 years from
carryback period.
Filing Form 1139 with a carryback
to a section 965 year. Because of
the changes in the NOL rules under
the CARES Act, a corporation may
now file Form 1139 for an NOL it
carries back to a section 965 year.
NOL deduction limitation. For tax
years beginning after December 31,
2020, the deduction of NOLs arising
in tax years beginning after December
31, 2017, is limited. See the
instructions for Line 14.
Election to claim 100% of minimum tax credit. A corporation can
file Form 1139 to claim a tentative tax
Nov 18, 2020

refund of any amount for which a
refund for its tax year beginning in
2018 is due to an election under
section 53(e)(5) if the application is
filed prior to December 31, 2020.

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;
• The carryback of a net capital loss;
• The carryback of an unused
general business credit;
• An overpayment of tax due to a
claim of right adjustment under
section 1341(b)(1); or
• An election under section 53(e)(5)
to claim 100% of prior year minimum
tax for its tax year beginning in 2018.
Tax-exempt trusts claiming a
refund of taxes reported on
CAUTION Form 990-T, see the
Instructions for Form 990-T for
information on how to claim the
refund.

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Waiving the NOL carryback period.
If the corporation has an NOL for a tax
year beginning after December 31,
2017, and before January 1, 2021, the
corporation may elect to waive the
5-year carryback period and instead
carry the applicable NOL forward to
future tax years. For NOLs incurred in
tax years beginning in 2018 and 2019,
the election must be made no later
than the due date, including
extensions, for filing the corporation’s
income tax return for its first tax year
ending after March 27, 2020.
To make the election, attach to the
corporation’s income tax return for its
first tax year ending after March 27,
2020, a separate statement for each
tax year for which the corporation is
making an election, stating that the
corporation is electing to apply
section 172(b)(3) under Rev. Proc.
2020-24 and the tax year for which the
statement applies. Once made, the
election is irrevocable. See Rev. Proc.
Cat. No. 20631X

2020-24, 2020-18 I.R.B. 750,
available at IRS.gov/irb/
2020-18_IRB#REV-PROC-2020-24,
or any successor.
For NOLs arising in tax years
beginning after December 31, 2020, a
corporation can elect to waive the
entire carryback period and instead
carry the NOL forward to future tax
years only if it has an NOL from a
farming loss or a loss as an insurance
company, other than a life insurance
company. See Definitions and Special
Rules, later.
Certain corporations can make the
election for the loss year by (1)
checking the box on Form 1120,
Schedule K, line 11 (or the
comparable line of the corporation's
income tax return), and (2) filing the
corporation's return by its due date,
including extensions. In this case, do
not attach the statement described in
Temporary Regulations section
301.9100-12T. Once made, the
election is irrevocable. See the
instructions for the corporation's
income tax return.
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.
Corporations filing a consolidated
return that elect to waive the entire
carryback period for the group must
also attach the statement required by
Regulations section 1.1502-21(b)(3)
or the election will not be valid.
Election to exclude section 965
years from carryback period. If the
5-year carryback period includes 1 or
more tax years in which a corporation
has a section 965(a) inclusion (a
“section 965 year”), the corporation
may elect to exclude all of the section
965 years from the NOL carryback
period. For NOLs arising in a tax year

beginning after December 31, 2017,
and before January 1, 2020, the
election must be made no later than
the due date, including extensions, for
filing the corporation’s tax return for
the first tax year ending after March
27, 2020. For an NOL arising in a tax
year beginning after December 31,
2019, and before January 1, 2021, the
election to exclude all of the section
965 years from the carryback period
must be made no later than the due
date, including extensions, for filing
the corporation’s tax return for the tax
year in which the NOL arises.
The corporation must make the
election by attaching an election
statement to the earliest filed of:
1. The income tax return for the
tax year in which the NOL arises;
2. Form 1139 applying the NOL to
a tax year in the carryback period; or
3. An amended return applying the
NOL to the earliest tax year in the
carryback period that is not a section
965 year.
See Rev. Proc. 2020-24 for more
information.

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.
However, if a corporation has an
NOL that arose in a tax year that
began during calendar year 2018, and
that ended on or before June 30,
2019, the corporation is allowed a 6
month extension of time to file Form
1139. This extension of time is limited
to requesting a tentative refund to
carry back an NOL and does not
extend the time to carry back any
other item. The deadline to claim a
minimum tax credit for a tax year
beginning in 2018 (described below)
is December 30, 2020. However, in
order to file one application for a
tentative refund and claim both the
NOL carryback and the minimum tax
credit at the same time, the
corporation must do so by the earlier
of the 2 deadlines.
Election to claim 100% of minimum tax credit. A corporation can
file Form 1139 to claim a tentative
refund of any amount for which a
refund for its tax year beginning in
2018 is due to an election under

section 53(e)(5) if the application is
filed prior to December 31, 2020. See
Notice 2020-26, 2020-18 I.R.B. 744
available at IRS.gov.irb/
2020-18_IRB#NOT-2020-26, or any
successor. Also, go to IRS.gov/
Form1139 to find links to updates on
claiming the credit.
NOLs arising in tax years beginning before January 1, 2018, and
ending after December 31, 2017.
Elections for these NOLs are treated
as timely filed if filed no later than 120
days after March 27, 2020. Elections
to waive or reduce the carryback of
such NOLs, or elections to revoke
prior elections, shall be treated as
timely made if they are made no later
than 120 days after March 27, 2020.
The corporation must file its
income tax return for the tax
CAUTION year no later than the date it
files Form 1139.

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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
applicable NOL carryback arose.
Qualified new members of a consolidated 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.

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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),
Capital Gains and Losses, Form
3800, General Business Credit, etc.).
• 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:
• Any item, other than an NOL, to a
section 965 year;
• 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.
Because of the changes in the NOL
rules under the CARES Act, a
corporation may file Form 1139 for an
NOL it carries back to a section 965
year.
If a corporation carries back
its NOL to a section 965 year
CAUTION in the 5-year carryback
period, it is deemed to have made an
election under section 965(n). See
section 172(b)(1)(D)(iv). Also, go to
IRS.gov/Form1139 to find links to

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updates on carrying back losses to a
section 965 year.
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).
• No deduction under section 199A is
allowed.
• The section 250 deduction for
foreign based intangible income is not
allowed.
Special rule for net operating losses (NOLs) incurred in 2018, 2019,
and 2020. The carryback period for
NOLs incurred in tax years beginning
after December 31, 2017, and before
January 1, 2021, is now 5 years. See
section 172(b)(1)(D)(i).
Any loss not used can be carried
forward indefinitely except for the loss
of an insurance company, other than
a life insurance company, which can
be carried forward 20 years.
NOLs after 2020. For losses
incurred in tax years beginning after
December 31, 2020, only farming
losses (discussed below) and losses
of an insurance company, other than
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a life insurance company (discussed
below), can be carried back. The
carryback for these losses is 2 years.
Losses not used can be carried
forward indefinitely, except for the
losses of insurance companies, other
than life insurance companies. These
losses can be carried forward 20
years.
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 2 years.
Any such loss not applied in the 2
preceding years can be carried
forward indefinitely (subject to
limitations). See the instructions for
line 14.
The corporation can make an
irrevocable election to forgo the
2-year carryback period. See section
172(b)(1)(B)(iv).
Insurance Loss
An insurance company (as defined in
section 816(a)) other than a life
insurance company, can carry back
an NOL to each of the 2 preceding tax
years. Any such loss not applied in
the 2 preceding years can be carried
forward up to 20 years.
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.
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

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.

Line 1b—Net Capital Loss

Generally, 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 sections 1212(a)
(3) and (4).

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.
Refigure the credit for the carryback
year on Form 3800, or the applicable
credit form. 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 29, 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 28 —
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, if the loss year is the
2020 calendar year and the loss is
carried back 5 years, enter “5th” and
“12/31/15” in the spaces provided
above columns (a) and (b). After
making the entries, it reads “5th
preceding tax year ended 12/31/15.”
When completing lines 16 through
26, take into account any write-in
amounts that may have appeared on
the original return. For example, for a
tax year beginning in 2020, if Form
1120, Schedule J, line 2, was
increased by deferred tax under
section 1291, include that amount on
line 16.
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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

For tax years beginning before
January 1, 2021, the NOL deduction
is the total of the NOL to such year
plus the NOL carrybacks to that year.
For tax years beginning after
December 31, 2020, the NOL
deduction for the year cannot exceed
the aggregate amount of NOLs arising
in tax years beginning before January
1, 2018, carried to such year plus the
lesser of the aggregate amount of
NOLs arising in tax years beginning
after December 31, 2017, carried to
such tax year, or 80% of the excess, if
any, of taxable income determined
without any NOL deduction, section
199A deduction, or section 250
deduction, over any NOL carryover to
the tax year from tax years beginning
before January 1, 2018.
An exception applies for NOLs
from insurance companies other than
life insurance companies. The 80%
taxable income limit does not apply
for these entities. See sections 172(b)
and (f).
Unless the corporation has elected
to waive the carryback or elected to
exclude section 965 years from 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. See Definitions and
Special Rules, earlier.

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 income
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 tax years before 2018.
For tax years after 2017, the corporate
alternative minimum tax has been
repealed.

Line 18—Base Erosion
Minimum Tax

The base erosion minimum tax
applies to corporations, other than
regulated investment companies
(RICs), real estate investment trusts
(REITs), and S corporations, that
have average annual gross receipts
for the 3 preceding tax years of $500
million or more and that have
deductions paid or accrued to foreign
related parties that are greater than
3% of their total deductions (2% in the
case of certain banks or registered
securities dealers). See section 59A,
the regulations under section 59A,
and the Instructions for Form 8991 for
further guidance on determining the
base erosion minimum tax amount.

Line 20—General Business
Credit

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.

Released general business credits. 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.

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.

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.

Line 21—Other Credits

See the corporation's tax return for the
carryback year for any additional
credits that will apply in that year. If
any entry is made on line 21, attach a
statement identifying the credits
claimed.

Line 25—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 25, identify the taxes on an
attached statement.

Line 29—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 29 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

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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 . . . . . .

4 hr., 55 min.

Preparing the form . . 10 hr., 14 min.
Copying, assembling,
and sending the form
to the IRS . . . . . . . . . .

1 hr., 20 min.

If you have comments or
suggestions for making this form
simpler, we would be happy to hear
from you. See the instructions for the
tax return with which this form is filed.