About the Course
Introduction
This webinar will provide a practical introduction to the rules governing net operating loss (NOL) limitations under Section 382 and related provisions. Our panel of veteran federal tax professionals will explain how and when Section 382 applies, including the purpose of these rules in preventing the transfer of tax attributes and their impact on corporations with loss carryforwards.
Description
The Section 382 framework centers on identifying ownership changes and measuring their effect on a corporation's ability to utilize existing tax attributes. Although the transfer of 50% or more of the stock is an obvious application, aggregated ownership shifts by shareholders holding 5% or more of a company's stock can trigger Section 382 limitations. Common events—including equity issuances, stock redemptions, mergers, and investor entry or exit—can create owner shifts that accumulate toward a potential ownership change.
Once an ownership change occurs, the ability to use pre-change NOLs is subject to an annual limitation based in part on the value of the loss corporation and the applicable long-term tax-exempt rate. Applying this limitation requires an understanding of how ownership is measured, how value is determined, and how taxable income is allocated in a change year. The treatment of built-in gains and losses, the ordering rules for tax attributes, and interactions with consolidated return rules further complicate Section 382 transfers.
Listen as our panel of corporate tax specialists explains the fundamentals of Section 382, how to identify ownership changes, and how to apply these rules in real-world client situations.
Presented By
Mr. Babiak is a Tax Partner and member of the firm’s Professional Services and Technology Groups. He brings more than 15 years of experience in public accounting to the firm. Mr. Babiak specializes in strategic tax planning, tax compliance, and state and local tax matters for entrepreneurial, venture capital and private equity-backed businesses ranging from start-ups to growing and established technology companies. He works closely with founders, advising them on tax strategies and complex equity and debt considerations. In addition, Mr. Babiak specializes in working with blockchain and digital assets, SaaS, e-commerce, and consumer product companies.
Ms. Oxford is a Senior Manager in the Consumer Products Group at Anchin, bringing more than 15 years of public accounting experience to tax and advisory engagements. She serves clients across distribution, manufacturing, food & beverage, and logistics sectors, including closely held businesses and a publicly traded company. Ms. Oxford specializes in multi entity consolidations and leads ASC 740 tax provision projects, ensuring accurate, audit ready results. She helps clients navigate Section 382 and tax/basis/attribute limitations and regularly supports on M&A and restructuring tax matters. Ms. Oxford conducts firm trainings and collaborated on a presentation for early stage founders addressing emerging legislation such as the OBBBA.
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BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
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BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
Date + Time
- event
Wednesday, August 12, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Background
II. Ownership changes
III. 5% shareholders
IV. Section 382 limitation
V. Related provisions
A. Consolidated groups
B. SRLY (separate return loss year) limitations
VI. Applying Section 382 in practice
A. Identifying when a client may have a Section 382 issue
B. Key client inquiries
C. Basic data gathering (ownership, transactions, timing)
The panel will cover these and other critical issues:
- Identifying when an ownership change may occur
- Recognizing 5% shareholders and basic aggregation rules
- Understanding the ordering rules for tax attributes
- Identifying initial data needed from clients
- Determining the treatment of built-in gains and losses
Learning Objectives
After completing this course, you will be able to:
- Identify ownership changes under Section 382
- Determine 5% shareholder ownership and aggregation rules
- Calculate the Section 382 limitation
- Apply Section 382 rules in client engagements
- Field of Study: Taxes
- Level of Knowledge: Intermediate
- Advance Preparation: None
- Teaching Method: Seminar/Lecture
- Delivery Method: Group-Internet (via computer)
- Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
- Prerequisite:
Three years+ business or public firm experience preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of corporate taxation, including taxation of businesses, accounting methods, net operating losses and loss limitations; familiarity with net operating loss carry-backs and carry-forwards.
BARBRI, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.
BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
BARBRI CE webinars-powered by Barbri-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .
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