CBT-M: PNOL/NOL Merger/Acquisition Certificate in Cases of Regulatory Delay (2025)
New Jersey · NJ Division of Taxation · Used for tax years 2025
Form CBT-M identifies the corporations or combined groups involved in a merger or acquisition affected by a regulatory delay. Once approved with the Division of Taxation’s raised seal, the certificate confirms that net operating loss carryovers and prior net operating loss conver
Who files this form
Submit Form CBT-M only when a merger or acquisition has a regulatory approval delay caused by a federal or state authority other than the New Jersey Division of Taxation.
The corporation or combined group must notify the Director of the delay and document which New Jersey combined group the entities will join once the transaction is approved. The certificate confirms that prior net operating loss conversion carryovers (PNOLs) and net operating loss carryovers (NOLs) survived the merger or acquisition.
When it's due
For the 2025 version of Form CBT-M, the entities applying for the certificate have 180 days after federal or state regulatory approval of the merger or acquisition to notify the Division of Taxation. The text does not give a fixed calendar filing date.
What you'll need
Prepare the following:
- Corporation or combined group information: Name, Federal Employer ID Number, current address, and managerial member name and NU number, if applicable.
- Merged or acquired entity information: The same identifying information for Section II. For a combined group, use the managerial member’s information and include a rider detailing each individual member’s information.
- A cover letter: Explain the regulatory delay, name the regulatory authority, and give both the originally planned transaction date and the actual approval date after the delay.
- Litigation details, if applicable: Include the case name and docket number if litigation caused the delay.
- Required riders: If a member other than the managerial member was the acquiring or surviving corporation, the managerial member must attach a rider identifying that member and explaining the situation. For a combined group with multiple members that have PNOLs or NOLs, attach a rider listing those members.
How to file
Print or type the requested information in Sections I and II. Submit only one certificate application for the group’s specific transaction, with the cover letter and required riders.
Mail requests to:
New Jersey Division of Taxation
Grants & Credits Unit
PO Box 269
Trenton, NJ 08695-0269
For overnight delivery with a carrier other than USPS Express, use:
NJ Division of Taxation
Grants & Credits Unit
3 John Fitch Way, 8th Floor
Trenton, NJ 08611
After approval, keep the original approved certificate on file. Include a copy of the certificate and any accompanying riders with the Corporation Business Tax Return.
Common mistakes
- Using the form for a Division of Taxation delay. The form is only for regulatory delays by other agencies.
- Submitting separate certificates for the same group transaction. The certificate is issued on a group basis, so only one needs to be completed and submitted for the transaction.
- Treating a certificate without a raised seal as approved. Only certificates with the raised seal of the Director of the Division of Taxation are valid approved certificates.
- Failing to retain or attach the certificate. Keep the original approved certificate on file and include a copy, along with any accompanying riders, with the Corporation Business Tax Return.
Questions people ask
What does the certificate confirm?
It confirms that PNOL and NOL carryovers survived the merger or acquisition after a regulatory approval delay by governmental authorities other than the Division of Taxation.
Does each group member need a separate certificate?
No. The certificate is issued on a group basis for the specific transaction. Required member information is provided in riders.
What if litigation caused the delay?
Include the case name and docket number in the cover letter, along with the required explanation of the delay, regulatory authority name, originally planned transaction date, and actual approval date.
How do I know the certificate is valid?
A valid approved certificate must have the raised seal of the Director of the New Jersey Division of Taxation.
Should I send the original approved certificate with my tax return?
No. Keep the original on file. Include a copy of the certificate and any accompanying riders with the Corporation Business Tax Return.