IRS Tightens Tax Rules on Foreign Payments in Stock Lending Deals
Published Date: 12/18/2025
Rule
Summary
Big companies that lend securities and pay foreign related parties will see new rules on how certain payments are taxed starting December 17, 2025. These rules make sure companies can’t dodge taxes by using tricky financial deals called qualified derivative payments. If you’re a large corporation, get ready to report these payments differently and possibly pay more tax.
Analyzed Economic Effects
5 provisions identified: 2 benefits, 2 costs, 1 mixed.
Large Corporations Face New BEAT Rules
The final regulations change how the Base Erosion and Anti‑Abuse Tax (BEAT) treats certain payments tied to securities lending. They apply to corporations with substantial gross receipts that make payments to foreign related parties, take effect December 17, 2025, and the preamble warns large corporations should prepare to report these payments differently and possibly pay more tax.
Mark‑to‑Market Gains Excluded for Securities Leg
For securities lending transactions, mark‑to‑market gains and losses on the securities leg are excluded when determining qualified derivative payments and when applying the BEAT netting rule. This rule applies to taxpayers that are either the borrower or lender in such transactions and is effective for taxable years beginning on or after December 17, 2025.
How Substitute Payments Must Be Allocated
When a taxpayer makes substitute payments or other payments related to the securities leg of a securities lending transaction, it must determine whether those payments were paid to foreign related parties either by (1) a specific identification method if it can identify all recipients (or identify payors for payments received by foreign related parties), or (2) an alternative allocation method that treats the taxpayer's payments as paid first to foreign related parties up to the total substitute payments received by foreign related parties. These rules are in Sec. 1.59A-6(b)(3)(iv).
QDP Reporting Delayed Until 2027
The rules requiring detailed reporting of qualified derivative payments under Sec. 1.6038A-2(b)(7)(ix) apply to payments made in taxable years beginning on or after January 1, 2027. Taxpayers may, however, choose to apply the securities‑lending rules to taxable years beginning on or after January 10, 2025 and before December 17, 2025.
Rule Targets Very Large Corporations ($500M+)
The final regulations generally affect corporations with average annual gross receipts of at least $500 million that make payments to foreign related parties. The Treasury certifies these final regulations will not have a significant economic impact on a substantial number of small entities.
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