Notice 2025-45: certain transactions involving the transfer of United States real property interests

Notice 2025-45 announces that the Department of the Treasury and the Internal Revenue Service intend to issue proposed regulations under sections 897(d) and (e) to modify the rules under §§1.897-5T and 1.897-6T, Notice 89-85, 1989-31 I.R.B. 9, and Notice 2006-46, 2006-24 I.R.B. 1044, regarding certain transactions involving the transfer of United States real property interests. When issued, the regulations will propose to revise the rules that apply to certain inbound asset reorganizations under section 368(a)(1)(F) that constitute a “covered inbound F reorganization” as defined in section 3.02 of this notice. This notice also announces that the Department of the Treasury and the Internal Revenue Service intend to issue proposed regulations to revise §1.368-2(m) to clarify that qualification of a potential F reorganization (as defined in §1.368-2(m)(1)) as a reorganization under section 368(a)(1)(F) would not be affected by a disposition of stock in either the transferor corporation or the resulting corporation if that disposition is not included in the plan of reorganization.

Notice 2025-45 will be in IRB: 2025-37, dated: September 08, 2025

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