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In the IRS’s own words · not reviewed by VALID
CP121 notice explained, in the IRS’s own words
You filed an untimely Form 1120‑F (U.S. Income Tax Return of a Foreign Corporation). Failure to file Form(s) 1120-F on time may result in the corporation being ineligible for deductions and credits. The notice is informational only—it is not an audit or examination letter, so you are not required to reply.
Read the full CP121 page on irs.gov ↗
What this notice is about
You filed an untimely Form 1120‑F (U.S. Income Tax Return of a Foreign Corporation). Failure to file Form(s) 1120-F on time may result in the corporation being ineligible for deductions and credits. The notice is informational only—it is not an audit or examination letter, so you are not required to reply.
What you need to do
Confirm that all U.S. filing obligations are satisfied – Review your relevant business activities in the United States to ensure all required United States filings, including Form(s) 1120-F, are complete and correct. Take all actions to remedy any non-compliance with your reporting.
Correct any gaps or errors – If you discover that other required filings are missing or contain mistakes, file the missing returns or amended returns as soon as possible.
Consider a waiver for the late filing – For future reference, it’s possible to request a waiver from the IRS. The process is outlined in Treasury Regulation 1.882-4(a)(3)(ii). To qualify for a waiver, a foreign corporation must demonstrate that it acted reasonably and in good faith when failing to file a timely Form 1120-F, including a protective return. We require the corporation’s cooperation throughout the process of determining its income tax liability to consider granting a waiver.
What is Notice CP121?
Notice CP121 is an educational notice sent to taxpayers who may not have timely filed Form 1120-F, U.S. Income Tax Return of a Foreign Corporation.
Why did I receive Notice CP121?
You received Notice CP121 because our records indicate you may have filed a late Form 1120-F, U.S. Income Tax Return of a Foreign Corporation.
Does this notice mean I am being audited by the IRS?
No. Notice CP121 was sent to you for education purposes only, and is not a notice of examination. You are not being audited by the IRS.
How do I respond to this notice?
You are not required to respond to this notice.
What information does the IRS want me to provide?
Do not provide any information in response to this notice. Review your relevant business activities in the United States to ensure all required United States filings, including Form(s) 1120-F, are complete. Please make any necessary corrections as directed per IRS forms, instructions, or other published guidance.
What to do next
- Write down the date on the letter today.
- Look the number up on irs.gov yourself. Don’t trust a link or phone number from anyone else.
- If it says you owe money or proposes changes to your return, take it to a licensed CPA, EA or tax attorney before that date.
Not advice. Not a filing. Verify with a licensed professional. Rules change by year and facts.