1139 Instructions for Form 1139

Instructions for Form 1139

Department of the Treasury
Internal Revenue Service

(Rev. November 2021)

(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
Repeal of the NOL carryback. For
losses incurred in tax years beginning
after December 31, 2020, the NOL
carryback rules apply only for farming
losses and losses from insurance
companies, other than life insurance
companies. See Definitions and Special
Rules, later.
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. This limitation does not
apply to an insurance company, other
than a life insurance company. See the
instructions for Line 14.

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.

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.

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.

Note. If the corporation had an NOL for
a tax year beginning after December 31,
2017, and before January 1, 2021, the
corporation could make special
elections to waive the carryback period
or to exclude all of the section 965 years
from the NOL carryback period. See
Rev. Proc. 2020-24, 2020-18 I.R.B. 750,
available at IRS.gov/irb/
2020-18_IRB#REV-PROC-2020-24.

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

When To File

Tax-exempt organizations
claiming a refund of taxes
CAUTION reported on Form 990-T, see
the Instructions for Form 990-T for
information on how to claim the refund.

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.

Waiving the NOL carryback period.
For NOLs arising in tax years beginning
after December 31, 2020, a corporation
can elect to waive the entire carryback

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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Dec 13, 2021

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Cat. No. 20631X

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

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

CAUTION

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.

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.
For losses incurred in tax years
beginning after December 31, 2020,
only farming losses (discussed below)
and losses of an insurance company,
other than a life insurance company
(discussed below), can be carried back.
The carryback for these losses is 2
years. See Waiving the NOL carryback
period, earlier.

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.

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.

If a corporation carries back its
NOL to a section 965 year in the
CAUTION 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 updates on
carrying back losses to a section 965
year.

Note. The carryback period for NOLs
incurred in tax years beginning after
December 31, 2017, and before
January 1, 2021, is 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.

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.

Farming Loss

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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
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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.

overpayment of tax due to a claim of
right adjustment under section 1341(b)
(1). See the instructions for line 29,
later.

“12/31/19” in the spaces provided
above columns (a) and (b). After making
the entries, it reads “2nd preceding tax
year ended 12/31/19 .”

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.

Line 4

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 2021, if Form
1120, Schedule J, line 2, was increased
by deferred tax under section 1291,
include that amount on line 16.

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

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
2021 calendar year and the loss is
carried back 2 years, enter “2nd” and
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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 carryforwards 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:
1. The aggregate amount of NOLs
rising in tax years beginning after
December 31, 2017, carried to such tax
year; or
2. 80 percent 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

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 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.

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

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showing the information required by
Regulations section 5.6411-1(d).
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