IRC Section 382 is one of the most complex rules in the Tax Code. Before you begin your Section 382 Study, get a handle on the basics - What is a Section 382 Study?, When is it needed? Why is it needed? What questions to ask? A free checklist is available for download at section382study.com.

1. SECTION 382
How to Prepare a
Section 382 Study:
FAQ GUIDE
Top Questions to Address
Before Getting Started
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2. WHAT IS A SECTION 382 STUDY?
A Section 382 Study is a detailed analysis of a company’s equity
transactions that affect the ownership of 5-percent shareholders
over a rolling 3-year period. If the analysis determines that
Section was triggered, the Section 382 Limitation is prepared.
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3. WHEN DO I NEED A 382 STUDY?
THERE ARE A FEW TRIGGERS…
IPO/NEW FUNDING SHAREHOLDERS
MERGER/ACQUISITION PROFITABLE
You plan to sell Company
stock on the open market.
You plan to sell 50% or more
of the Company.
The Company is
now profitable
and can utilize its
NOLs on its tax
return.
5-percent
shareholders buy
and sell the
company’s stock.
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4. TAX
PLANNING
NOLs (and other tax
attributes) can be
valuable tax attributes for
companies that have
sufficient income to utilize
them before expiration.
TAX/FINANCIA
L
DISCLOSURE
S
The amount of the NOL
limitation is not known
until and unless a 382
Study is done. That data
is critical to the
company’s income tax
provision.
STOCK
SURVEILLANC
E
A Section 382 Study
provides insight on
company’s major
shareholders over time.
WHY IS A SECTION 382 STUDY
NEEDED?
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5. WHAT IS THE TIME FRAME AND
PROCESS?
Information
Gathering
1 week
Research &
Analysis
1.5 weeks
Calculations &
Reports
1.5 weeks
Revisions
3-4 days
Final
Report
1 week
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6. WHAT QUESTIONS SHOULD I ASK OF
TAX ADVISORS?
You don’t need the most expensive firm to get a quality Section 382 Study.
Just make sure they pass this checklist of questions:
•Will my Section 382 Study be prepared by a person who has experience
with Section 382?
•Has your firm ever had any trouble passing audits? Have you ever had
your Section 382 Studies challenged?
•Will you support your Section 382 Study report indefinitely and answer
any audit review questions that might come up?
•What methodologies will be used?
•How frequently do you prepare and/or update Section 382 Studies for
public companies?
©2016 by Section382Solutions.com, LLC. All Rights Reserved.

7. FREE SECTION 382 STUDY
CHECKLIST
We put together a free detailed checklist of everything you need to do to jumpstart
your Section 382 Study.
WHERE CAN I GET MORE
INFORMATION?
©2016 by Section382Solutions.com, LLC. All Rights Reserved.

8. www.section382study.com
©2016 by Section382Solutions.com, LLC. All Rights Reserved.