On August 19, the IRS released Notice 2025-45 (the “Notice”), announcing its plan to reduce barriers to certain redomiciliations. In particular, the IRS reduced barriers to redomiciliations by foreign publicly traded corporations to the United States by limiting the circumstances in which certain provisions of the Foreign Investment in Real Property Tax Act (“FIRPTA”) would tax such transactions. In addition, the IRS proposed certain changes to the regulations regarding tax-free reorganizations under section 368(a)(1)(F) (“F reorganizations”) to make it easier for redomiciliations by publicly traded corporations to qualify as F reorganizations when stock is actively traded during the effectuation of the redomiciliation.

FIRPTA

Background

FIRPTA requires a non-U.S. person disposing of a

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