Open Forum

Issued: August 19, 2025

The IRS has proposed targeted changes to FIRPTA under Notice 2025-45, offering streamlined treatment for certain inbound F reorganizations involving publicly traded foreign corporations.

What is an inbound F reorganization?
It's a specific type of corporate restructuring where a foreign company "redomiciles", meaning it changes its corporate residence, from a foreign jurisdiction to the U.S., often by merging into or converting to a U.S. corporation. This process can involve complex tax considerations, especially when U.S. real property interests are involved.

Key points from Notice 2025-45:

• Applies to public foreign companies redomiciling to the U.S. via an inbound F reorganization
• Requires the foreign company to have been publicly traded for at least 3 years, and the resulting U.S. corporation to remain public for at least 1 year
• Shareholders owning less than 5% are exempt from FIRPTA declarations
• Normal market trading won't invalidate the reorganization
• Taxpayers may rely on this guidance immediately
• IRS is accepting comments through October 20, 2025 

This guidance brings much-needed clarity to an area that has caused significant uncertainty for inbound reorganizations involving U.S. real property interests.

Anyone involved in cross-border entity structuring, FIRPTA compliance, or international ownership of U.S. real estate will want to take a close look at this.

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Kat Rodgers
Foreign Tax CPA, LLC
Cocoa Beach FL
+1 (321) 784-8329
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Good point! We are working on two commercial transactions, one of which is considerable, reaching almost 10 million

Certain sellers can be rather 'sneaky'.

I appreciate that the attorneys took the initiative to ensure clarity and reached out to us.

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Mary Enzi CAA
Tax Solutions – FIRPTA Consulting
[email protected]
+1 (281) 578-1040
Office Manager
Katy TX
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Original Message:
Sent: 08-26-2025 14:55
From: Kat Rodgers
Subject: FIRPTA Alert: IRS Notice 2025-45 (Effective Now)

Issued: August 19, 2025

The IRS has proposed targeted changes to FIRPTA under Notice 2025-45, offering streamlined treatment for certain inbound F reorganizations involving publicly traded foreign corporations.

What is an inbound F reorganization?
It's a specific type of corporate restructuring where a foreign company "redomiciles", meaning it changes its corporate residence, from a foreign jurisdiction to the U.S., often by merging into or converting to a U.S. corporation. This process can involve complex tax considerations, especially when U.S. real property interests are involved.

Key points from Notice 2025-45:

• Applies to public foreign companies redomiciling to the U.S. via an inbound F reorganization
• Requires the foreign company to have been publicly traded for at least 3 years, and the resulting U.S. corporation to remain public for at least 1 year
• Shareholders owning less than 5% are exempt from FIRPTA declarations
• Normal market trading won't invalidate the reorganization
• Taxpayers may rely on this guidance immediately
• IRS is accepting comments through October 20, 2025 

This guidance brings much-needed clarity to an area that has caused significant uncertainty for inbound reorganizations involving U.S. real property interests.

Anyone involved in cross-border entity structuring, FIRPTA compliance, or international ownership of U.S. real estate will want to take a close look at this.

------------------------------
Kat Rodgers
Foreign Tax CPA, LLC
Cocoa Beach FL
+1 (321) 784-8329
------------------------------