US Code

Public Law 119-73 (01/23/2026)

26 U.S.C. § 245

Dividends received from certain foreign corporations

(a)

Dividends from 10-percent owned foreign corporations

(1)

In general

In the case of dividends received by a corporation from a qualified 10-percent owned foreign corporation, there shall be allowed as a deduction an amount equal to the percent (specified in section 243 for the taxable year) of the U.S.-source portion of such dividends.

(2)

Qualified 10-percent owned foreign corporation

For purposes of this subsection, the term “qualified 10-percent owned foreign corporation” means any foreign corporation (other than a passive foreign investment company) if at least 10 percent of the stock of such corporation (by vote and value) is owned by the taxpayer.

(3)

U.S.-source portion

For purposes of this subsection, the U.S.-source portion of any dividend is an amount which bears the same ratio to such dividend as—
(A)
the post-1986 undistributed U.S. earnings, bears to
(B)
the total post-1986 undistributed earnings.
(4)

Post-1986 undistributed earnings

The term “post-1986 undistributed earnings” means the amount of the earnings and profits of the foreign corporation (computed in accordance with sections 964(a) and 986) accumulated in taxable years beginning after —
(A)
as of the close of the taxable year of the foreign corporation in which the dividend is distributed, and
(B)
without diminution by reason of dividends distributed during such taxable year.
(5)

Post-1986 undistributed U.S. earnings

For purposes of this subsection, the term “post-1986 undistributed U.S. earnings” means the portion of the post-1986 undistributed earnings which is attributable to—
(A)
income of the qualified 10-percent owned foreign corporation which is effectively connected with the conduct of a trade or business within the United States and subject to tax under this chapter, or
(B)
any dividend received (directly or through a wholly owned foreign corporation) from a domestic corporation at least 80 percent of the stock of which (by vote and value) is owned (directly or through such wholly owned foreign corporation) by the qualified 10-percent owned foreign corporation.
(6)

Special rule

If the 1st day on which the requirements of paragraph (2) are met with respect to any foreign corporation is in a taxable year of such corporation beginning after , the post-1986 undistributed earnings and the post-1986 undistributed U.S. earnings of such corporation shall be determined by only taking into account periods beginning on and after the 1st day of the 1st taxable year in which such requirements are met.

(7)

Coordination with subsection (b)

Earnings and profits of any qualified 10-percent owned foreign corporation for any taxable year shall not be taken into account under this subsection if the deduction provided by subsection (b) would be allowable with respect to dividends paid out of such earnings and profits.

(8)

Disallowance of foreign tax credit

No credit shall be allowed under section 901 for any taxes paid or accrued (or treated as paid or accrued) with respect to the United States-source portion of any dividend received by a corporation from a qualified 10-percent-owned foreign corporation.

(9)

Coordination with section 904

For purposes of section 904, the U.S.-source portion of any dividend received by a corporation from a qualified 10-percent owned foreign corporation shall be treated as from sources in the United States.

(10)

Coordination with treaties

If—
(A)
any portion of a dividend received by a corporation from a qualified 10-percent-owned foreign corporation would be treated as from sources in the United States under paragraph (9),
(B)
under a treaty obligation of the United States (applied without regard to this subsection), such portion would be treated as arising from sources outside the United States, and
(C)
the taxpayer chooses the benefits of this paragraph,
this subsection shall not apply to such dividend (but subsections (a), (b), and (c) of section 904 and sections 907 and 960 shall be applied separately with respect to such portion of such dividend).
(11)

Coordination with section 1248

For purposes of this subsection, the term “dividend” does not include any amount treated as a dividend under section 1248.

(12)

Dividends derived from RICs and REITs ineligible for deduction

Regulated investment companies and real estate investment trusts shall not be treated as domestic corporations for purposes of paragraph (5)(B).

(b)

Certain dividends received from wholly owned foreign subsidiaries

(1)

In general

In the case of dividends described in paragraph (2) received from a foreign corporation by a domestic corporation which, for its taxable year in which such dividends are received, owns (directly or indirectly) all of the outstanding stock of such foreign corporation, there shall be allowed as a deduction (in lieu of the deduction provided by subsection (a)) an amount equal to 100 percent of such dividends.

(2)

Eligible dividends

Paragraph (1) shall apply only to dividends which are paid out of the earnings and profits of a foreign corporation for a taxable year during which—
(A)
all of its outstanding stock is owned (directly or indirectly) by the domestic corporation to which such dividends are paid; and
(B)
all of its gross income from all sources is effectively connected with the conduct of a trade or business within the United States.
(3)

Exception

Paragraph (1) shall not apply to any dividends if an election under section 1562 is effective for either—
(A)
the taxable year of the domestic corporation in which such dividends are received, or
(B)
the taxable year of the foreign corporation out of the earnings and profits of which such dividends are paid.
(c)

Certain dividends received from FSC

(1)

In general

In the case of a domestic corporation, there shall be allowed as a deduction an amount equal to—
(A)
100 percent of any dividend received from another corporation which is distributed out of earnings and profits attributable to foreign trade income for a period during which such other corporation was a FSC, and
(B)
50 percent (65 percent in the case of dividends from a 20-percent owned corporation as defined in section 243(c)(2)) of any dividend received from another corporation which is distributed out of earnings and profits attributable to effectively connected income received or accrued by such other corporation while such other corporation was a FSC.
(2)

Exception for certain dividends

Paragraph (1) shall not apply to any dividend which is distributed out of earnings and profits attributable to foreign trade income which—
(A)
is section 923(a)(2) nonexempt income (within the meaning of section 927(d)(6)), or
(B)
would not, but for section 923(a)(4), be treated as exempt foreign trade income.
(3)

No deduction under subsection (a) or (b)

No deduction shall be allowable under subsection (a) or (b) with respect to any dividend which is distributed out of earnings and profits of a corporation accumulated while such corporation was a FSC.

(4)

Definitions

For purposes of this subsection—
(A)

Foreign trade income; exempt foreign trade income

The terms “foreign trade income” and “exempt foreign trade income” have the respective meanings given such terms by section 923.

(B)

Effectively connected income

The term “effectively connected income” means any income which is effectively connected (or treated as effectively connected) with the conduct of a trade or business in the United States and is subject to tax under this chapter. Such term shall not include any foreign trade income.

(C)

FSC

The term “FSC” has the meaning given such term by section 922.

(5)

References to prior law

Any reference in this subsection to section 922, 923, or 927 shall be treated as a reference to such section as in effect before its repeal by the FSC Repeal and Extraterritorial Income Exclusion Act of 2000.

Aug. 16, 1954, ch. 73668A Stat. 73Pub. L. 87–834, § 5(c)76 Stat. 977Pub. L. 89–809, title I, § 104(d)80 Stat. 1558Pub. L. 98–369, div. A, title VIII, § 801(b)(1)98 Stat. 994Pub. L. 99–514, title XII, § 1226(a)100 Stat. 2559Pub. L. 100–203, title X, § 10221(d)(1)101 Stat. 1330–409Pub. L. 100–647, title Il102 Stat. 3403Pub. L. 101–239, title VII, § 7811(i)(14)103 Stat. 2411Pub. L. 108–357, title IV, § 413(c)(3)118 Stat. 1507Pub. L. 110–172, § 11(g)(3)121 Stat. 2490Pub. L. 114–113, div. Q, title III, § 326(a)129 Stat. 3103Pub. L. 115–97, title I131 Stat. 2100(, ; , , ; , (e), , ; , (2)(B), , , 995; , title XVIII, § 1876(d)(1), (j), , , 2898, 2900; , , ; , §§ 1006(e)(16), 1012()(2), (3), (bb)(9)(A), , , 3513, 3537; , , ; , , ; , (4), , ; , , ; , §§ 13002(b), 14301(c)(2), (3), , , 2222.)

Editorial Notes

References in Text

Pub. L. 91–172, title IV, § 401(a)(2)83 Stat. 600Section 1562, referred to in subsec. (b)(3), was repealed by , , .

Pub. L. 106–519114 Stat. 2423section 1 of this titleThe FSC Repeal and Extraterritorial Income Exclusion Act of 2000, referred to in subsec. (c)(5), is , , . For complete classification of this Act to the Code, see Short Title of 2000 Amendments note set out under and Tables.

Amendments

Pub. L. 115–97, § 14301(c)(2)2017—Subsec. (a)(4). , amended par. (4) generally. Prior to amendment, text read as follows: “For purposes of this subsection, the term ‘post-1986 undistributed earnings’ has the meaning given to such term by section 902(c)(1).”

Pub. L. 115–97, § 14301(c)(3)Subsec. (a)(10). , which directed amendment of subsec. (a)(10)(C) by substituting “907 and 960” for “902, 907, and 960”, was executed by making the substitution in concluding provisions of subsec. (a)(10) to reflect the probable intent of Congress.

Pub. L. 115–97, § 13002(b)Subsec. (c)(1)(B). , substituted “50 percent” for “70 percent” and “65 percent” for “80 percent”.

Pub. L. 114–1132015—Subsec. (a)(12). added par. (12).

Pub. L. 110–172, § 11(g)(3)2007—Subsec. (c)(4)(C). , added subpar. (C).

Pub. L. 110–172, § 11(g)(4)Subsec. (c)(5). , added par. (5).

Pub. L. 108–3572004—Subsec. (a)(2). struck out “foreign personal holding company or” after “(other than a”.

Pub. L. 101–239Pub. L. 100–647, § 1012l1989—Subsec. (a)(8). made clarifying amendment to directory language of ()(2)(A), see 1988 Amendment note below.

Pub. L. 100–647, § 1012lPub. L. 101–2391988—Subsec. (a)(8). ()(2)(A), as amended by , substituted “Disallowance of foreign tax credit” for “Coordination with section 902” in heading and amended text generally. Prior to amendment, text read as follows: “In the case of a dividend received by a corporation from a qualified 10-percent owned foreign corporation, no credit shall be allowed under section 901 for any taxes treated as paid under section 902 with respect to the U.S.-source portion of such dividend.”

Pub. L. 100–647, § 1012lSubsec. (a)(10), (11). ()(2)(B), (3), added pars. (10) and (11).

Pub. L. 100–647, § 1012(bb)(9)(A)Subsec. (c). , amended subsec. (c) generally, revising and restating provisions of pars. (1) to (4).

Pub. L. 100–647, § 1006(e)(16)Property distributionsSubsec. (d). , struck out subsec. (d) which read as follows: “.—For purposes of this section, the amount of any distribution of property other than money shall be the amount determined by applying section 301(b)(1)(B).”

Pub. L. 100–2031987—Subsec. (c)(1)(B). substituted “70 percent (80 percent in the case of dividends from a 20-percent owned corporation as defined in section 243(c)(2))” for “85 percent”.

Pub. L. 99–514, § 1226(a)1986—Subsec. (a). , in amending subsec. (a) generally, substituted “Dividends from 10-percent owned foreign corporations” for “General rule” as heading, and in text substituted provisions set out in nine numbered paragraphs allowing for deduction for dividends received from certain foreign corporations qualifying as “10-percent owned foreign corporations” for former provisions which directed that, in the case of dividends received from a foreign corporation (other than a foreign personal holding company) which was subject to taxation under this chapter, if, for an uninterrupted period of not less than 36 months ending with the close of such foreign corporation’s taxable year in which such dividends were paid (or, if the corporation had not been in existence for 36 months at the close of such taxable year, for the period the foreign corporation had been in existence as of the close of such taxable year) such foreign corporation had been engaged in trade or business within the United States and if 50 percent or more of the gross income of such corporation from all sources for such period was effectively connected with the conduct of a trade or business within the United States, there was allowed as a deduction in the case of a corporation a percentage of dividends received.

Pub. L. 99–514, § 1876(d)(1)(A)Subsec. (c)(1). , amended par. (1) generally. Prior to amendment, par. (1) read as follows: “In the case of a domestic corporation, there shall be allowed as a deduction an amount equal to 100 percent of any dividend received by such corporation from another corporation which is distributed out of earnings and profits attributable to foreign trade income for a period during which such other corporation was a FSC. The deduction allowable under the preceding sentence with respect to any dividend shall be in lieu of any deduction allowable under subsection (a) or (b) with respect to such dividend.”

Pub. L. 99–514, § 1876(j)Subsec. (c)(3). , added par. (3). Former par. (3) redesignated (4).

Pub. L. 99–514, § 1876(d)(1)(B), inserted “For purposes of this subsection, the term ‘qualified interest and carrying charges’ means any interest or carrying charges (as defined in section 927(d)(1)) derived from a transaction which results in foreign trade income.”

Pub. L. 99–514, § 1876(j)Subsec. (c)(4). , redesignated former par. (3) as (4).

Pub. L. 98–3691984—Subsec. (c). added subsec. (c), redesignated former subsec. (c) as (d), and substituted therein “this section” for “subsections (a) and (b)”.

Pub. L. 89–809, § 104(d)1966—Subsec. (a). , (e)(2), substituted “and if 50 percent or more of the gross income of such corporation from all sources for such period is effectively connected with the conduct of a trade or business within the United States” for “and has derived 50 percent or more of its gross income from sources within the United States” in provisions preceding par. (1), “which is effectively connected with the conduct of a trade or business within the United States” for “from sources within the United States” in par. (1), “, which is effectively connected with the conduct of a trade or business within the United States,” for “from sources within the United States” in par. (2), and inserted provisions following par. (2).

Pub. L. 89–809, § 104(e)(1)Subsecs. (b), (c). , (3), added subsec. (b), redesignated former subsec. (b) as (c), and substituted therein “subsections (a) and (b)” for “subsection (a)”.

Pub. L. 87–8341962—Subsec. (b). designated existing provisions as subsec. (a), inserted heading, and added subsec. (b).

Statutory Notes and Related Subsidiaries

Effective Date of 2017 Amendment

section 13002(b) of Pub. L. 115–97section 13002(f) of Pub. L. 115–97section 243 of this titleAmendment by applicable to taxable years beginning after , see , set out as a note under .

Pub. L. 115–97section 14301(d) of Pub. L. 115–97section 78 of this titleAmendment by section 14301(c)(2), (3) of applicable to taxable years of foreign corporations beginning after , and to taxable years of United States shareholders in which or with which such taxable years of foreign corporations end, see , set out as a note under .

Effective Date of 2015 Amendment

Pub. L. 114–113, div. Q, title III, § 326(b)129 Stat. 3104

“The amendment made by this section [amending this section] shall apply to dividends received from regulated investment companies and real estate investment trusts on or after the date of the enactment of this Act [].”
, , , provided that:

Effective Date of 2004 Amendment

Pub. L. 108–357section 413(d)(1) of Pub. L. 108–357section 1 of this titleAmendment by applicable to taxable years of foreign corporations beginning after , and to taxable years of United States shareholders with or within which such taxable years of foreign corporations end, see , set out as an Effective and Termination Dates of 2004 Amendments note under .

Effective Date of 1989 Amendment

Pub. L. 101–239Pub. L. 100–647section 7817 of Pub. L. 101–239section 1 of this titleAmendment by effective, except as otherwise provided, as if included in the provision of the Technical and Miscellaneous Revenue Act of 1988, , to which such amendment relates, see , set out as a note under .

Effective Date of 1988 Amendment

Pub. L. 100–647, title I, § 1012(bb)(9)(B)102 Stat. 3537

Pub. L. 98–369, div. A“The amendment made by subparagraph (A) [amending this section] shall apply as if included in the provision of the Tax Reform Act of 1984 [] to which it relates.”
, , , provided that:

lPub. L. 100–647Pub. L. 99–514section 1019(a) of Pub. L. 100–647section 1 of this titleAmendment by sections 1006(e)(16) and 1012()(2), (3) of effective, except as otherwise provided, as if included in the provision of the Tax Reform Act of 1986, , to which such amendment relates, see , set out as a note under .

Effective Date of 1987 Amendment

Pub. L. 100–203section 10221(e)(1) of Pub. L. 100–203section 243 of this titleAmendment by applicable to dividends received or accrued after , in taxable years ending after such date, see , set out as a note under .

Effective Date of 1986 Amendment

Pub. L. 99–514, title XII, § 1226(c)(1)100 Stat. 2560

“The amendment made by subsection (a) [amending this section] shall apply to distributions out of earnings and profits for taxable years beginning after .”
, , , provided that:

Pub. L. 99–514Pub. L. 98–369, div. Asection 1881 of Pub. L. 99–514section 48 of this titleAmendment by section 1876(d)(1), (j) of effective, except as otherwise provided, as if included in the provisions of the Tax Reform Act of 1984, , to which such amendment relates, see , set out as a note under .

Effective Date of 1984 Amendment

Pub. L. 98–369, div. A, title VIII, § 805(a)98 Stat. 1000Pub. L. 99–514, § 2o100 Stat. 2095

“(1)

In general.—

Except as provided in this subsection, the amendments made by this title [enacting sections 921 to 927 of this title, amending this section and sections 246, 274, 275, 441, 901, 904, 906, 934, 936, 951, 956, 992, 993, 995, 996, 999, 1248, 6011, 6072, 6501, 6686, and 7651 of this title, and enacting provisions set out as notes under sections 921 and 991 of this title] shall apply to transactions after , in taxable years ending after such date.
“(2)

Special rule for certain contracts .—

To the extent provided in regulations prescribed by the Secretary of the Treasury or his delegate, any event or activity required to occur or required to be performed, before , by section 924(c) or (d) or 925(c) of the Internal Revenue Code of 1986 [formerly I.R.C. 1954] shall be treated as meeting the requirements of such section if such event or activity is with respect to—
“(A)
any lease of more than 3 years duration which was entered into before ,
“(B)
any contract with respect to which the taxpayer uses the completed contract method of accounting which was entered into before , or
“(C)
in the case of any contract other than a lease or contract described in subparagraph (A) or (B), any contract which was entered into before ; except that this subparagraph shall only apply to the first 3 taxable years of the FSC ending after , or such later taxable years as the Secretary of the Treasury or his delegate may prescribe.
“(3)

Section 801(d)(10).—

section 996 of this titleThe amendment made by section 801(d)(10) [amending ] shall apply to distributions on or after .
“(4)

Section 803.—

section 441 of this titleThe amendments made by section 803 [amending ] shall apply to taxable years beginning after .”
, , , as amended by , title XVIII, § 1876(i), (), (p)(4), , , 2900–2902, provided that:

Effective Date of 1966 Amendment

Pub. L. 89–809section 104(n) of Pub. L. 89–809section 11 of this titleAmendment by applicable with respect to taxable years beginning after , see , set out as a note under .

Effective Date of 1962 Amendment

Pub. L. 87–834section 5(d) of Pub. L. 87–834section 301 of this titleAmendment by applicable to distributions made after , see , set out as a note under .

Construction of 2015 Amendment

Pub. L. 114–113, div. Q, title III, § 326(c)129 Stat. 3104

“Nothing contained in this section [amending this section and enacting provisions set out as a note above] or the amendments made by this section shall be construed to create any inference with respect to the proper treatment under section 245 of the Internal Revenue Code of 1986 of dividends received from regulated investment companies or real estate investment trusts before the date of the enactment of this Act [].”
, , , provided that:

Dividends Received or Accrued During 1987

Pub. L. 100–647, title I, § 1006(b)(1)102 Stat. 3393

“In the case of dividends received or accrued during 1987—
“(A)
subparagraph (B) of section 245(c)(1) of the 1986 Code shall be applied by substituting ‘80 percent’ for the percentage specified therein, and
“(B)
10080 subparagraph (B) of section 861(a)(2) of the 1986 Code shall be applied by substituting ‘⁄ths’ for the fraction specified therein.”
, , , provided that:

Plan Amendments Not Required Until January 1, 1989

Pub. L. 99–514section 1140 of Pub. L. 99–514section 401 of this titleFor provisions directing that if any amendments made by subtitle A or subtitle C of title XI [§§ 1101–1147 and 1171–1177] or title XVIII [§§ 1800–1899A] of require an amendment to any plan, such plan amendment shall not be required to be made before the first plan year beginning on or after , see , as amended, set out as a note under .