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                                                                                          Department of the Treasury
                                                                                          Internal Revenue Service
Instructions for Form 1139

(Rev. October 2020)

(For use with the October 2018 revision of Form 1139)
Corporation Application for Tentative Refund

Section references are to the Internal     refund of any amount for which a         2020-24, 2020-18 I.R.B. 750, 
Revenue Code unless otherwise noted.       refund for its tax year beginning in     available at IRS.gov/irb/
                                           2018 is due to an election under         2020-18_IRB#REV-PROC-2020-24, 
Future Developments                        section 53(e)(5) if the application is   or any successor.
For the latest information and             filed prior to December 31, 2020.        For NOLs arising in tax years 
developments related to Form 1139                                                   beginning after December 31, 2020, a 
and its instructions, such as              General Instructions                     corporation can elect to waive the 
legislation enacted after this form and                                             entire carryback period and instead 
its instructions were published go to      Purpose of Form
                                                                                    carry the NOL forward to future tax 
IRS.gov/Form1139.                          A corporation (other than an S           years only if it has an NOL from a 
                                           corporation) files Form 1139 to apply    farming loss or a loss as an insurance 
What’s New                                 for a quick refund of taxes from:        company, other than a life insurance 
The Coronavirus Aid, Relief, and           • The carryback of an NOL;               company. See Definitions and Special 
Economic Security Act (CARES Act)          • The carryback of a net capital loss;   Rules, later.
made the following changes.                • The carryback of an unused 
                                           general business credit;                 Certain corporations can make the 
Special rule for net operating los-          An overpayment of tax due to a         election for the loss year by (1) 
                                           •
ses (NOLs) incurred in 2018, 2019,         claim of right adjustment under          checking the box on Form 1120, 
and 2020. The carryback period for         section 1341(b)(1); or                   Schedule K, line 11 (or the 
NOLs incurred in tax years beginning         An election under section 53(e)(5)     comparable line of the corporation's 
                                           •
after December 31, 2017, and before        to claim 100% of prior year minimum      income tax return), and (2) filing the 
January 1, 2021, is now 5 years. See       tax for its tax year beginning in 2018.  corporation's return by its due date, 
section 172(b)(1)(D)(i).                                                            including extensions. In this case, do 
                                                   Tax-exempt trusts claiming a     not attach the statement described in 
Repeal of the NOL carryback.           For   !     refund of taxes reported on      Temporary Regulations section 
losses incurred in tax years beginning     CAUTION Form 990-T, see the 
                                                                                    301.9100-12T. Once made, the 
after December 31, 2020, a 2-year          Instructions for Form 990-T for          election is irrevocable. See the 
NOL carryback applies, but only for        information on how to claim the          instructions for the corporation's 
farming losses and losses from             refund.                                  income tax return.
insurance companies, other than life 
insurance companies. See Definitions       Waiving the NOL carryback period.        If the corporation timely filed its 
and Special Rules, later.                  If the corporation has an NOL for a tax  return for the loss year without making 
New election to exclude section            year beginning after December 31,        the election, it can make the election 
965 years. A corporation may elect         2017, and before January 1, 2021, the    on an amended return filed within 6 
to exclude section 965 years from the      corporation may elect to waive the       months of the due date of the loss 
carryback period. See Election to          5-year carryback period and instead      year return (excluding extensions). 
exclude section 965 years from             carry the applicable NOL forward to      Attach the election to the amended 
carryback period.                          future tax years. For NOLs incurred in   return and write “Filed pursuant to 
                                           tax years beginning in 2018 and 2019,    section 301.9100-2” on the election 
Filing Form 1139 with a carryback          the election must be made no later       statement.
to a section 965 year.    Because of       than the due date, including             Corporations filing a consolidated 
the changes in the NOL rules under         extensions, for filing the corporation’s return that elect to waive the entire 
the CARES Act, a corporation may           income tax return for its first tax year carryback period for the group must 
now file Form 1139 for an NOL it           ending after March 27, 2020.             also attach the statement required by 
carries back to a section 965 year.                                                 Regulations section 1.1502-21(b)(3) 
                                             To make the election, attach to the 
NOL deduction limitation.     For tax      corporation’s income tax return for its  or the election will not be valid.
years beginning after December 31,         first tax year ending after March 27,    Election to exclude section 965 
2020, the deduction of NOLs arising        2020, a separate statement for each      years from carryback period.         If the 
in tax years beginning after December      tax year for which the corporation is    5-year carryback period includes 1 or 
31, 2017, is limited. See the              making an election, stating that the     more tax years in which a corporation 
instructions for Line 14.                  corporation is electing to apply         has a section 965(a) inclusion (a 
Election to claim 100% of mini-            section 172(b)(3) under Rev. Proc.       “section 965 year”), the corporation 
mum tax credit.  A corporation can         2020-24 and the tax year for which the  may elect to exclude all of the section 
file Form 1139 to claim a tentative tax    statement applies. Once made, the        965 years from the NOL carryback 
                                           election is irrevocable. See Rev. Proc.  period. For NOLs arising in a tax year 

Nov 18, 2020                                         Cat. No. 20631X

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beginning after December 31, 2017,       section 53(e)(5) if the application is             Do not file Form 1139 with the 
and before January 1, 2020, the          filed prior to December 31, 2020. See        !     corporation's income tax 
election must be made no later than      Notice 2020-26, 2020-18 I.R.B. 744         CAUTION return.
the due date, including extensions, for  available at IRS.gov.irb/
filing the corporation’s tax return for  2020-18_IRB#NOT-2020-26, or any            What To Attach
the first tax year ending after March    successor. Also, go to IRS.gov/            Attach to Form 1139 copies of the 
27, 2020. For an NOL arising in a tax    Form1139 to find links to updates on       following, if applicable, for the year of 
year beginning after December 31,        claiming the credit.                       the loss or credit.
2019, and before January 1, 2021, the                                               • The first two pages of the 
                                         NOLs arising in tax years begin-
election to exclude all of the section                                              corporation's income tax return.
                                         ning before January 1, 2018, and 
965 years from the carryback period                                                 • All other forms and schedules from 
                                         ending after December 31, 2017. 
must be made no later than the due                                                  which a carryback results (for 
                                         Elections for these NOLs are treated 
date, including extensions, for filing                                              example, Schedule D (Form 1120), 
                                         as timely filed if filed no later than 120 
the corporation’s tax return for the tax                                            Capital Gains and Losses, Form 
                                         days after March 27, 2020. Elections 
year in which the NOL arises.                                                       3800, General Business Credit, etc.).
                                         to waive or reduce the carryback of 
The corporation must make the            such NOLs, or elections to revoke          • All Forms 8886, Reportable 
election by attaching an election        prior elections, shall be treated as       Transaction Disclosure Statement, 
statement to the earliest filed of:      timely made if they are made no later      attached to the corporation's tax 
1. The income tax return for the         than 120 days after March 27, 2020.        return.
                                                                                    • Any applicable election statement. 
tax year in which the NOL arises;                The corporation must file its      See Definitions and Special Rules 
2. Form 1139 applying the NOL to           !     income tax return for the tax      below.
a tax year in the carryback period; or   CAUTION year no later than the date it 
                                                                                    • All carryback year forms and 
3. An amended return applying the        files Form 1139.                           schedules for which items were 
NOL to the earliest tax year in the                                                 refigured.
carryback period that is not a section   Form 1138.   If the corporation filed 
                                                                                    • Form 8302, Electronic Deposit of 
965 year.                                Form 1138, Extension of Time for 
                                                                                    Tax Refund of $1 Million or More. 
                                         Payment of Taxes by a Corporation 
                                                                                    Electronic deposits can be made only 
See Rev. Proc. 2020-24 for more          Expecting a Net Operating Loss 
                                                                                    for a carryback year for which the 
information.                             Carryback, it can get an additional 
                                                                                    refund is at least $1 million. Attach a 
When To File                             extension of time to pay. To do so, file 
                                                                                    separate form for each such 
                                         Form 1139 by the last day of the 
                                                                                    carryback year.
Generally, the corporation must file     month that includes the due date 
Form 1139 within 12 months of the        (including extensions) for filing the      Processing the Application
end of the tax year in which an NOL,     return for the tax year from which the     The IRS will process this application 
net capital loss, unused credit, or      applicable NOL carryback arose.            within 90 days of the later of:
claim of right adjustment arose.
                                         Qualified new members of a con-            • The date the corporation files the 
However, if a corporation has an         solidated group. The general rule          complete application, or
NOL that arose in a tax year that        above applies to the time for filing of    • The last day of the month that 
began during calendar year 2018, and     Form 1139 by a consolidated group.         includes the due date (including 
that ended on or before June 30,         However, for this purpose, a separate      extensions) for filing the corporation's 
2019, the corporation is allowed a 6     return year of a qualified new member      income tax return for the year in which 
month extension of time to file Form     (see below) that ends on the date of       the loss or credit arose (or, for a claim 
1139. This extension of time is limited  joining the new group is treated as        of right adjustment, the date of the 
to requesting a tentative refund to      ending on the same date as the end of      overpayment under section 1341(b)
carry back an NOL and does not           the tax year of the consolidated group     (1)).
extend the time to carry back any        that includes the date of the end of the     The payment of the requested 
other item. The deadline to claim a      separate return year. If this special      refund does not mean the IRS has 
minimum tax credit for a tax year        treatment applies, see the instructions    accepted the application as correct. If 
beginning in 2018 (described below)      for line 5 below. A new member of a        the IRS later determines the claimed 
is December 30, 2020. However, in        consolidated group is a qualified new      deductions or credits are due to an 
order to file one application for a      member if immediately prior to             overstatement of the value of 
tentative refund and claim both the      becoming a new member either:              property, negligence, disregard of 
NOL carryback and the minimum tax        • It was the common parent of a            rules, or substantial understatement of 
credit at the same time, the             consolidated group, or                     income tax, the corporation may be 
corporation must do so by the earlier    • It was not required to join in the       assessed penalties. Interest is also 
of the 2 deadlines.                      filing of a consolidated return.           charged on any amounts erroneously 
Election to claim 100% of mini-          Where To File                              refunded, credited, or applied.
mum tax credit. A corporation can        File Form 1139 with the Internal             The IRS may need to contact the 
file Form 1139 to claim a tentative      Revenue Service Center where the           corporation or its authorized 
refund of any amount for which a         corporation files its income tax return.   representative for more information. 
refund for its tax year beginning in                                                To designate an attorney or 
2018 is due to an election under                                                    representative, attach Form 2848, 

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Power of Attorney and Declaration of updates on carrying back losses to a a life insurance company (discussed
Representative, to Form 1139. section 965 year. below), can be carried back. The
carryback for these losses is 2 years.
Disallowance of the Application
The procedures for processing an
An application for a tentative refund is Losses not used can be carried
amended return and Form 1139 are
not treated as a claim for credit or forward indefinitely, except for the
different. The IRS is not required to
refund. It may be disallowed if there losses of insurance companies, other
process an amended return within 90
are any material omissions or math than life insurance companies. These
days. However, if the IRS does not
errors that are not corrected within the losses can be carried forward 20
process it within 6 months from the
90-day period. If the application is years.
date a corporation files it, the
disallowed in whole or in part, no suit
corporation can file suit in court. If the
challenging the disallowance may be Farming Loss
IRS disallows a claim on an amended
brought in any court. But the
return and the corporation disagrees
corporation can file a regular claim for A farming loss is the smaller of:
with that determination, the
credit or refund. See Filing Form 1. The amount that would be the
corporation must file suit no later than
1120X or Other Amended Return NOL for the tax year if only income
2 years after the date the IRS
below. and deductions attributable to farming
disallows it.
businesses (as defined in section
Excessive Allowances
Definitions and Special Rules 263A(e)(4)) were taken into account,
Any amount applied, credited, or or
refunded based on this application Net Operating Loss (NOL)
2. The NOL for the tax year.
that the IRS later determines to be For corporations, an NOL is the
excessive may be billed as if it were excess of the deductions allowed over To the extent the NOL is a farming
due to a math or clerical error on the gross income, computed with the loss, the carryback period is 2 years.
return. following adjustments. Any such loss not applied in the 2
• The NOL deduction for an NOL preceding years can be carried
Filing Form 1120X or Other carryback or carryover from another forward indefinitely (subject to
Amended Return year is not allowed. limitations). See the instructions for
A corporation can get a refund by • The dividends-received deductions line 14.
filing Form 1120X (or other amended for dividends received from domestic
return, such as an amended Form and foreign corporations and for The corporation can make an
1120-PC) instead of Form 1139. dividends received on certain irrevocable election to forgo the
Generally, the corporation must file an preferred stock of a public utility are 2-year carryback period. See section
amended return within 3 years after computed without regard to the 172(b)(1)(B)(iv).
the date the return was due for the tax limitation on the aggregate amount of
year in which an NOL, net capital loss, deductions under section 246(b). Insurance Loss
or unused credit arose (or, if later, the • The dividends-paid deduction for
date the return for that year was filed). dividends paid on certain preferred An insurance company (as defined in
stock of a public utility is computed section 816(a)) other than a life
Corporations must file Form 1120X insurance company, can carry back
without regard to the limitation under
(or other amended return) instead of an NOL to each of the 2 preceding tax
section 247(a)(1)(B).
Form 1139 to carry back: years. Any such loss not applied in
• Any item, other than an NOL, to a • No deduction under section 199A is
allowed. the 2 preceding years can be carried
section 965 year; forward up to 20 years.
• A prior year foreign tax credit • The section 250 deduction for
foreign based intangible income is not Allocation of NOLs when a loss
released due to an NOL or net capital
allowed. corporation has an ownership
loss carryback; or
• A prior year general business credit Special rule for net operating los- change. If the corporation has a loss
released because of the release of the ses (NOLs) incurred in 2018, 2019, for a year and has an ownership
foreign tax credit. and 2020. The carryback period for change, special rules apply for
NOLs incurred in tax years beginning allocating NOLs. For details, see
Because of the changes in the NOL after December 31, 2017, and before Regulations section 1.382-6.
rules under the CARES Act, a January 1, 2021, is now 5 years. See
corporation may file Form 1139 for an section 172(b)(1)(D)(i). Specific Instructions
NOL it carries back to a section 965
year. Any loss not used can be carried
forward indefinitely except for the loss Address
If a corporation carries back of an insurance company, other than Include the room, suite, or other unit
! its NOL to a section 965 year a life insurance company, which can number after the street address. If the
CAUTION in the 5-year carryback Post Office does not deliver mail to
be carried forward 20 years.
period, it is deemed to have made an the street address and the corporation
election under section 965(n). See NOLs after 2020. For losses has a P.O. box, enter the box number
section 172(b)(1)(D)(iv). Also, go to incurred in tax years beginning after instead of the street address.
IRS.gov/Form1139 to find links to December 31, 2020, only farming
losses (discussed below) and losses If the corporation receives its mail
of an insurance company, other than in care of a third party (such as an

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accountant or an attorney), enter on Line 5 Line 11—Taxable Income From
the street address line “C/O” followed If the common parent of a Tax Return
by the third party's name and street consolidated group files Form 1139 to Enter in columns (b), (d), and (f), the
address or P.O. box. carry back a loss or credit arising in a amounts from columns (a), (c), and
Line 1a—Net Operating Loss corporation's separate return year to a (e), respectively.
year in which the corporation joined in
If the corporation is claiming a Line 12—Capital Loss
the filing of a consolidated return, the
tentative refund based on the Carryback
IRS is required to send the refund for
carryback of any of the NOLs
that year directly to, and in the name
discussed under Definitions and Enter the capital loss carryback, but
of, the common parent (or agent
Special Rules, include the amount of not more than capital gain net income.
designated under Regulations section
the carryback on line 1a. Attach any Capital gain net income is figured
1.1502-77(d) for the carryback year).
statements required. See What To without regard to the capital loss
See Regulations sections
Attach, earlier. carryback of the loss year or any later
1.1502-78(a) and (b). year. Attach a copy of Schedule D
Line 1b—Net Capital Loss If the corporation is filing Form (Form 1120) for the carryback year.
Generally, a net capital loss can be 1139 for a short tax year created Enter the amount of the capital loss
carried back 3 years and treated as a when the corporation became a carryback as a positive number on
short-term capital loss in the qualified new member of a line 12.
carryback year. The net capital loss consolidated group (see Qualified When carrying over a net capital
can be carried back only to the extent new members of a consolidated loss to a later tax year, reduce the
it does not increase or produce an group, earlier) the corporation must amount of the net capital loss that can
NOL in the tax year to which it is answer “Yes” on line 5a and enter the be used in the later years by the
carried. For special rules for capital tax year ending date, name, and EIN amount of the net capital loss
loss carrybacks, see sections 1212(a) of the new common parent on line 5b. deductions used in the earlier years.
(3) and (4).
Lines 11 through 28 — For details, see section 1212(a)(1).
Line 1c—Unused General Computation of Decrease in Line 14—NOL Deduction
Business Credit Tax For tax years beginning before
If the corporation is claiming a In columns (a), (c), and (e), enter the January 1, 2021, the NOL deduction
tentative refund based on a carryback amount for the applicable carryback is the total of the NOL to such year
of an unused general business credit year as shown on your original or plus the NOL carrybacks to that year.
(GBC), attach a copy of the amended return or as adjusted by the
appropriate credit form for the tax year IRS. For tax years beginning after
in which the credit arose. Except as December 31, 2020, the NOL
provided in section 39(d), an unused Use columns (a) and (b), (c) and deduction for the year cannot exceed
GBC can be carried back 1 year. (d), or (e) and (f) to enter amounts the aggregate amount of NOLs arising
Refigure the credit for the carryback before and after carryback for each in tax years beginning before January
year on Form 3800, or the applicable year to which the loss is carried. Start 1, 2018, carried to such year plus the
credit form. See the Instructions for with the earliest carryback year. Use lesser of the aggregate amount of
Form 3800. the remaining pairs of columns for NOLs arising in tax years beginning
each consecutive preceding year until after December 31, 2017, carried to
Line 1d—Other the loss is fully absorbed. Enter the such tax year, or 80% of the excess, if
Complete line 1d if Form 1139 is filed ordinal number of years the loss is any, of taxable income determined
to claim a tentative refund based on being carried back and the date the without any NOL deduction, section
an overpayment of tax due to a claim carryback year ends in the spaces 199A deduction, or section 250
of right adjustment under section provided above columns (a) and (b), deduction, over any NOL carryover to
1341(b)(1). See the instructions for (c) and (d), or (e) and (f). the tax year from tax years beginning
line 29, later. For example, if the loss year is the before January 1, 2018.
Line 4 2020 calendar year and the loss is
carried back 5 years, enter “5th” and An exception applies for NOLs
Foreign taxes taken as a credit in a “12/31/15” in the spaces provided from insurance companies other than
prior year can be reduced to zero by above columns (a) and (b). After life insurance companies. The 80%
the carryback of an NOL or a net making the entries, it reads “5th taxable income limit does not apply
capital loss on Form 1139. A preceding tax year ended 12/31/15.” for these entities. See sections 172(b)
corporation must file Form 1120X (or and (f).
other amended return) instead of When completing lines 16 through
Form 1139 to carry back a prior year 26, take into account any write-in Unless the corporation has elected
foreign tax credit released due to an amounts that may have appeared on to waive the carryback or elected to
NOL or net capital loss carryback. the original return. For example, for a exclude section 965 years from the
See Filing Form 1120X or Other tax year beginning in 2020, if Form carryback period, NOLs are first
Amended Return, earlier. 1120, Schedule J, line 2, was applied to the earliest year in the
increased by deferred tax under carryback period. Any unused amount
section 1291, include that amount on is carried to the next tax year in the
line 16. carryback period. Any amount not

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used during the carryback period is Line 20—General Business form to carry out the Internal Revenue
carried forward. See Definitions and Credit laws of the United States. You are
Special Rules, earlier. required to give us the information.
In columns (b), (d), and (f), enter the
We need it to ensure that you are
Line 16—Income Tax total of the corrected GBCs. Attach all
complying with these laws and to
In columns (b), (d), and (f), enter the applicable forms used to redetermine
allow us to figure and collect the right
refigured income tax after taking into the GBC. Also, see the instructions for
amount of tax.
account the carryback(s). See the line 1c.
instructions for the corporate income Released general business cred- You are not required to provide the
tax return for the applicable year for its. If an NOL carryback or a net information requested on a form that
details on how to figure the income capital loss carryback eliminates or is subject to the Paperwork Reduction
tax. Attach a computation of the reduces a GBC in an earlier tax year, Act unless the form displays a valid
refigured tax. Take into account the released GBC can be carried back OMB control number. Books or
section 1561 when refiguring the 1 year. records relating to a form or its
instructions must be retained as long
income tax. See section 39 and the Instructions as their contents may become
Line 17—Alternative Minimum for Form 3800 for more details on material in the administration of any
Tax GBC carrybacks. Internal Revenue law. Generally, tax
For columns (b), (d), and (f), refigure Line 21—Other Credits returns and return information are
confidential, as required by section
the alternative minimum tax. See the corporation's tax return for the
6103.
Complete and attach Form 4626 for carryback year for any additional
the appropriate tax years before 2018. credits that will apply in that year. If The time needed to complete and
For tax years after 2017, the corporate any entry is made on line 21, attach a file this form will vary depending on
alternative minimum tax has been statement identifying the credits individual circumstances. The
repealed. claimed. estimated average time is:
Line 18—Base Erosion Line 25—Other Taxes
Recordkeeping 27 hr., 44 min.
Minimum Tax For columns (b), (d), and (f), refigure
The base erosion minimum tax any other taxes not mentioned above, Learning about the
applies to corporations, other than such as recapture taxes, that will law or the form 4 hr., 55 min.
regulated investment companies apply in that year. If an entry is made Preparing the form 10 hr., 14 min.
(RICs), real estate investment trusts on line 25, identify the taxes on an
(REITs), and S corporations, that attached statement. Copying, assembling,
have average annual gross receipts and sending the form
for the 3 preceding tax years of $500 Line 29—Overpayment of Tax to the IRS 1 hr., 20 min.
million or more and that have Under Section 1341(b)(1)
deductions paid or accrued to foreign For a tentative refund based on an
related parties that are greater than overpayment of tax under section If you have comments or
3% of their total deductions (2% in the 1341(b)(1), enter the overpayment on suggestions for making this form
case of certain banks or registered line 29 and attach a computation simpler, we would be happy to hear
securities dealers). See section 59A, showing the information required by from you. See the instructions for the
the regulations under section 59A, Regulations section 5.6411-1(d). tax return with which this form is filed.
and the Instructions for Form 8991 for
further guidance on determining the Paperwork Reduction Act Notice.
base erosion minimum tax amount. We ask for the information on this

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