Section 382 NOL Annual Limit Calculator

Size the annual cap Section 382 places on your net operating loss usage after a qualifying ownership change. Combine the company’s equity value, the IRS long-term tax-exempt rate, and any recognized built-in gains to estimate the first-year utilization and how long the carryforward will persist under the limitation.

Total net operating loss carryforward available immediately before the ownership change.
Fair market value of the loss corporation just prior to the ownership change.
IRS-published long-term tax-exempt rate for the month of the ownership change.
Defaults to $0. Include RBIG expected within the recognition period to lift the annual limit.

Reference aid only. Confirm Section 382 calculations with your tax advisors and provision software before booking entries.

Examples

  • $25,000,000 NOL, $180,000,000 equity value, 3.20% rate, $1,500,000 RBIG ⇒ Section 382 annual limit $5,760,000.00 USD • Limit after RBIG adjustments $7,260,000.00 USD • NOL usable in change year $7,260,000.00 USD • Remaining NOL after year one $17,740,000.00 USD • Years to exhaust at cap 3.44
  • $4,500,000 NOL, $25,000,000 equity value, 1.20% rate, RBIG left blank ⇒ Section 382 annual limit $300,000.00 USD • Limit after RBIG adjustments $300,000.00 USD • NOL usable in change year $300,000.00 USD • Remaining NOL after year one $4,200,000.00 USD • Years to exhaust at cap 15.00

FAQ

Where do I find the long-term tax-exempt rate?

The IRS publishes monthly long-term tax-exempt rates in the Internal Revenue Bulletin. Use the rate corresponding to the month the ownership change occurred.

How should I treat recognized built-in gains?

Enter the cumulative recognized built-in gain you expect during the recognition period. The calculator adds this amount to the annual limit for the year it is recognized.

Does the tool account for anti-churning or Section 269 adjustments?

No. It assumes the ownership change is fully eligible for Section 382 calculations without additional reductions. Consult your tax advisors for complex structures.

Additional Information

  • Section 382 caps annual NOL usage by multiplying the loss corporation’s equity value immediately before the ownership change by the published long-term tax-exempt rate.
  • Recognized built-in gains realized during the five-year recognition period can raise the annual limitation by the gain amount entered.
  • Any remaining NOL after applying the annual limit continues to carry forward, subject to future year limits and potential expiration.
  • The calculator assumes no Section 383 credit limitations or Section 382(l)(1)(B) anti-stuffing adjustments.

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