NOLs & Built-in Capital Gains (IRC382)

Valuation expertise and objective advice to simplify your tax planning process.

IRC382 limits the utilization of corporate NOLs against profits in the event of an “ownership change”, hence is of critical importance for corporations with significant NOLs.

An ownership change is defined as more than 50% change in ownership of stock involving 5% shareholders within three year period, occurring as a result of a merger, significant funding or other shifts in equity ownership structure. However, this change in ownership has to be calculated in terms of the fair market value and not the % of equity stake held based on outstanding shares.

In order to assess the availability of NOLs under IRC 382, companies need to conduct a detailed analysis of changes in capital and ownership structure over a three-year period as well as valuation of the company at different dates. Given the complexities involved, companies should be cautious in relying on rough estimations and other short cuts to determine applicability of IRC 382.

Aranca’s in-depth understanding of tax provisions, extensive experience of dealing with complex capital structures and expertise in business valuation services helps companies to deal with the challenges posed by IRC 382.

What Our Clients Say

"I must compliment you for the outstanding job you did on our PPA assignment. The report was of high quality and you managed to adhere to short time lines. It is difficult to find responsive and knowledgeable firms that can also offer competitive cost advantage."

CFO, A leading CRM Software firm

"Aranca did a very comprehensive job in performing a valuation of our company. The team was extremely responsive and professional. Our investors said that the report that Aranca wrote was among the best that they had seen for any of their portfolio companies."

Finance Head, Aryaka Networks Inc.

"I must compliment you for the outstanding job you did on our PPA assignment. The report was of high quality and you managed to adhere to short time lines. It is difficult to find responsive and knowledgeable firms that can also offer competitive cost advantage."

CFO, Dachis Group

"Thanks for all of your efforts and commitment to our project. The team did a great job in a short period of time, and I really appreciate it! I’ve worked with multiple business valuations firms in my past, and the job that your team did was by far the best."

CFO, Leading US ecommerce platform

"Aranca did a great job on the 409A report for us. The analysis was extremely thorough and the report was of the highest quality. Greatly exceeded expectations! Thank you."

Senior VP & CFO, New Leaf Symbiotics

"We have had a few valuations done by Aranca. [There were] absolutely no problems with the reports; we have a very complicated cap structure and have filed an S-1. The SEC has reviewed and blessed the results and the supporting report. These were done expertly and at a very competitive price."

Partner, Legal Counsel Firm

"We were looking to accurately and effectively assess and evaluate our IP portfolio to commercialize our assets better or raise funds. We needed experts who understood technical aspects of the patents to determine value with respect to the competitive landscape, and also be able to translate it into a comprehensive but easy to understand financial analysis for potential investors and third-parties. That’s why, we chose Aranca because of its blend of strong Intellectual Property research and valuation capabilities.

The Aranca team was extremely professional, thorough and collaborative while working with our in-house team. We were kept in complete sync during the project engagement, as Aranca conducted the technology strength assessment and built a comprehensive valuation report with detailed market analysis and financial forecasts. To our delight, the team went the extra mile to handle our project deftly, and ensured our needs were completely met. We would score Aranca an ’11 out of 10’ for this project."

Stephen Burnett, Co-Founder & CEO, Koolbridge Solar, Inc.

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