What Is a Section 382 Study, and Why Do NOLs Matter?
Short answer
A net operating loss (NOL) occurs when a company's deductions exceed its income, and can generally be carried forward to offset future taxable income. A Section 382 study analyzes whether an ownership change — common after a funding round or acquisition — limits how much of that NOL a company can actually use going forward.
Last reviewed June 1, 2026
Why NOLs are valuable — and fragile
Pre-revenue and early-stage companies often accumulate significant net operating losses. Those losses are a real asset: once the company becomes profitable, NOLs can offset taxable income and reduce cash taxes owed. But that value isn’t guaranteed — under IRC Section 382, a sufficiently large change in ownership (commonly triggered by a priced funding round, secondary sale, or acquisition) can limit how much of the pre-change NOL can be used each year going forward.
What a Section 382 study does
A Section 382 study tracks ownership changes over time, determines whether an “ownership change” has been triggered under the statute’s rules, and calculates the annual limitation on NOL usage if so. Skipping this analysis doesn’t make the limitation go away — it just means a company may over-rely on NOLs it can no longer fully use, discovering the gap at the worst possible time: during a future audit or provision calculation.
How VPTax helps
Section 382 studies are part of both VPTax’s Corporate Income Tax service for ongoing NOL tracking, and its Funding, Financing & M&A service for deal-specific analysis ahead of a raise or acquisition.