Yes. A loss corporation that has an ownership change may need to make certain statutory adjustments to its value for purposes of calculating the Section 382 Limitation:
Redemption/Corporate Contraction – If a redemption or other corporate contraction
occurs in connection with the ownership change, the value of the loss corporation’s stock is determined after taking the redemption or other corporate contraction into account. See IRC § 382(e)(2). See also TAM 200140049 (July 6, 2001).
Substantial Nonbusiness Assets – The value of a loss corporation must be reduced if the corporation holds “substantial nonbusiness assets” immediately after the ownership change. The term “nonbusiness assets” means assets held for investment, such as cash and marketable securities. A loss corporation has
substantial nonbusiness assets if the value of its “nonbusiness assets” exceeds one-third of the total value of all assets. Thus, if immediately after an ownership change, the loss corporation has “substantial nonbusiness assets”, its value is reduced by the excess, if any, of the fair market value of the nonbusiness assets over the nonbusiness asset’s share of the loss corporation’s indebtedness. See IRC § 382(l)(4). See also TAM 200140049 (July 6, 2001), and PLR 9630038 (May 1, 1996).
Capital Contributions – A loss corporation may not include in its value any capital contribution received as part of a plan “a principle purpose of which is to avoid or increase the Section 382 Limitation.” See IRC § 382(l)(1)(A). In addition, any capital contribution that is made in the 2-year period immediately before the ownership change will also be excluded from value because it is considered
part of such plan. See IRC § 382(l)(1)(B).
Controlled Group – If the loss corporation is a member of a controlled group of corporations on the date of the ownership change, then the controlled group rules apply. For Section 382 Limitation purposes, this means that the value of the stock of the loss corporation must be reduced by the value of the stock of any corporation that it owns immediately after the ownership change. However, an
election can be made to restore some or all of the value back to the loss corporation. See Treas. Reg. § 1.382-8.