Written by: FinTax Calix & Bill
1. Introduction
On September 30, 2025, the U.S. IRS released Notice 2025-46 and Notice 2025-49 as mid-term guidance on CAMT. This is seen as a relaxation of the taxation rules for unrealized gains on crypto assets under the current Corporate Alternative Minimum Tax (CAMT) system. However, this relaxation only applies to digital assets (including crypto assets) held by corporations and does not include other subjects subject to CAMT. The adjustment directly addresses the issue of taxation on paper profits arising from mark-to-market accounting, meaning that even if not realized, the book appreciation of crypto assets or other digital assets held by most companies in the future may not be taxed immediately. This article will explore the potential impacts and changes of the relaxation of CAMT taxation on corporate crypto asset taxation, aiming to provide tax references for a wide range of crypto investors.
2. CAMT Taxation System and Its Impact Mechanism on Crypto Assets
2.1 Introduction to CAMT System
CAMT (Corporate Alternative Minimum Tax) is a tax mechanism reintroduced in the U.S. through the Inflation Reduction Act of 2022 (IRA), aimed at ensuring that large corporations pay at least a minimum tax rate regardless of the number of tax deductions or credits they utilize. The subjects applicable to CAMT are companies with an average annual financial reporting income exceeding $1 billion over three years.
From the legislative intent, the purpose of CAMT is to prevent large profitable companies from excessively reducing their taxable income through tax planning and deductions. By setting a minimum tax rate, CAMT ensures that large corporations still have a minimum tax base even after utilizing various credits, thereby safeguarding government revenue; taxing large corporations more can also guide more market resources toward small and medium-sized enterprises, maintaining market fairness to some extent. In summary, the macro role of CAMT is mainly to prevent large corporations from enjoying excessive advantages due to tax loopholes and to reduce the impact of economic cycle fluctuations on government revenue, thus achieving the goal of adjusting and stabilizing economic operations.
2.2 Impact Mechanism of CAMT on Crypto Assets under Current Accounting Standards
However, despite this legislative intent, the CAMT taxation system imposes many unreasonable burdens on corporations holding crypto assets. According to the accounting standards issued by the Financial Accounting Standards Board (FASB) ASU 2023-08 and the International Accounting Standards Board (IASB) IAS 38, entities should measure crypto assets at fair value and account for the appreciation or depreciation in current profit and loss. This is because crypto asset prices are highly volatile, and measuring at fair value can more accurately reflect the true value of crypto assets. However, fair value measurement also has a consequence: even if a company only holds crypto assets, it may still reflect unrealized gains or losses on its books and financial statements. Due to the extreme price fluctuations of crypto assets, revaluation at market value can lead to significant volatility in corporate financial reports and fluctuations in the tax base.
In this framework, assuming the price of crypto assets rises during the holding period, even if the company does not sell, it will be regarded as unrealized profit (unrealized gain) and included in the current profit and loss. If no special exclusions are made, the CAMT mechanism will cause these unrealized gains to be included in the adjustment base, thus subject to taxation. In short, even if a company holds crypto assets and does not sell them, it faces the risk of increased tax costs due to market appreciation.
2.3 Taxation Controversies Arising from the CAMT System on Crypto Assets
The characteristic of taxing unrealized gains on held assets under the CAMT system has sparked widespread controversy in the crypto market and some degree of opposition from the industry. In May of this year, MicroStrategy (later renamed Strategy) and Coinbase jointly wrote to the IRS urging the exclusion of unrealized crypto gains from the tax base. In the letter, both companies argued that taxing book profits could force companies to sell Bitcoin to pay taxes, putting U.S. companies at a disadvantage in international competition and potentially leading to legal disputes over taxation of non-existent income. The main controversies regarding taxation on unrealized gains, based on existing market opinions, are as follows:
2.3.1 Questions of Taxation Fairness
Before the enactment of CAMT, the traditional U.S. tax law system, based on the Internal Revenue Code of 1986 and related case law, typically only taxed realized income and did not tax unrealized gains on paper. The timing of taxation under traditional U.S. tax law usually occurs when income is realized or when certain income recognition criteria are met, while the timing of CAMT taxation aligns with the reporting period of corporate financial reports. The IRS clarified in its explanation of CAMT that it is based on AFSI and applies to accounting years after December 31, 2022. Due to the high uncertainty of unrealized gains, which may decline in price after taxation, the mismatch risk between taxpayers and cash acquisition also increases. Taxing unrealized gains has raised widespread questions about its fairness and reasonableness, with MicroStrategy and Coinbase explicitly opposing CAMT's taxation of unrealized crypto asset gains on the grounds of lack of fairness.
2.3.2 Potential Increase in Cash Flow Pressure
The current CAMT taxation may also impose cash flow pressure on companies holding large amounts of crypto assets. MicroStrategy explicitly pointed out in its comments submitted to the IRS that if CAMT mandates taxation based on book appreciation, it could force companies to sell Bitcoin to pay taxes: the CAMT tax base is based on changes in fair value on financial statements, not on actual cash flow received by the company. When the fair value of crypto assets rises in the short term, the company's unrealized profits increase, leading to an increase in book profits on financial reports, but the company does not receive corresponding cash income at that time. If the government then imposes CAMT on the company, it must use its cash reserves or liquidate assets to pay taxes. Therefore, the imposition of CAMT may increase the outflow of cash from the company, potentially forcing it to sell assets at non-ideal times to meet tax obligations, which can disrupt the company's long-term investment strategy.
2.3.3 Weakened Competitiveness of the Domestic Crypto Market
If the current U.S. mechanism for taxing unrealized gains on crypto assets remains unchanged, it may place the U.S. crypto market at a disadvantage in global competition in the long run. Globally, taxing unrealized gains on held assets is not a common practice; most countries typically only tax realized asset disposals, and unrealized book appreciation is usually not taxed. Countries like Portugal even exempt capital gains on long-held crypto assets (e.g., held for more than 365 days) to encourage companies to hold crypto assets long-term. In contrast, if the U.S. CAMT taxation system imposes excessive tax burdens on crypto companies in the long term, these companies, especially large ones, are likely to relocate to countries and regions with lighter tax burdens, ultimately weakening the U.S.'s competitive position in the crypto asset industry.
2.3.4 Several Legal Controversies Exist
MicroStrategy and Coinbase highlighted constitutional controversies. Taxing unrealized gains may touch upon the legality of taxation: the term "income" is typically interpreted in tax law and the U.S. Constitution as actual or realizable economic benefits. Whether unrealized gains, which have not been truly realized, can be considered income remains a matter of debate. Additionally, in cases of extreme price volatility, post-tax losses may lead to disputes over refunds or legal remedies: after paying taxes on unrealized gains under CAMT or similar rules, if asset prices quickly decline or ultimately result in actual net losses upon sale, the parties may claim overpayment of taxes and request refunds. The time cost associated with the refund process can exacerbate the financial pressure on companies. Especially when companies need to sue the IRS, in addition to time costs, litigation fees will also be incurred, and companies must pay taxes before filing a lawsuit, further straining their cash flow.
3. Policy Adjustment: Significant Changes in Crypto Asset Taxation
3.1 Current Policy Trends
Currently, the two mid-term guidance documents released by the IRS—Notice 2025-46 and Notice 2025-49—aim to reduce compliance burdens for corporations and provide explanations for CAMT. Regarding digital assets, the aforementioned guidance allows digital asset companies to exclude unrealized gains and losses from the CAMT calculation adjustment base when treating digital assets as fair value assets, thus avoiding the impact of unrealized fluctuations on the minimum tax amount. In other words, the book profits generated from the appreciation of crypto assets in a certain financial report will no longer be forcibly included in the minimum tax calculation. This can prevent the previous situation of taxing paper profits and mitigate the impact of crypto asset price fluctuations on corporate cash flow and the stability of the crypto market.
It is worth noting that the above policy is still interim guidance and has not become final regulations, but companies can already apply these guidelines in their current tax year reports to reduce uncertainty. In other words, while the policy relaxation has directional significance, whether it can be fully implemented in the final rules remains uncertain.
3.2 Potential Market Impact
The IRS's adjustment of CAMT policy will have positive effects in several areas.
(1) Decreased tax burden and reduced cash flow pressure: The most direct benefit of this policy is the reduction of corporate tax burdens. The excluded unrealized gains will no longer be included in the CAMT tax calculation, and companies will not have to pay taxes on book appreciation, leading to varying degrees of reduction in corporate tax burdens. This is particularly important for companies with large holdings and significant price volatility. For example, if a company holds billions of dollars in Bitcoin, the unrealized appreciation could amount to hundreds of millions. With the relaxation, this tax burden could significantly decrease. At the same time, since taxes do not have to be paid on unrealized gains, companies will not be forced to sell crypto assets at inconvenient times to prepare cash, alleviating cash flow pressure.
Stabilizing market expectations: If the policy is clarified, investors' concerns about the substantial tax burdens from tax regulation will be alleviated, and the risk premium caused by policy uncertainty will decrease. This will positively impact the overall valuation of the crypto industry and strengthen confidence in the capital market. Companies like MicroStrategy, which heavily invest in Bitcoin, may see their market valuations increase due to the clarity of tax order. Investor confidence will increase due to the stability of order and market appreciation.
Encouraging companies to hold assets: The level of certainty in taxation is one of the important factors influencing companies' consideration of crypto asset investments in their overall investment strategies. If the relaxation policy is implemented, the certainty of taxation will increase, making holding strategies more predictable. On this basis, companies are more likely to incorporate crypto assets into their asset-liability structure or allocate them as reserve or strategic assets. The status of crypto assets within the company's total assets will be correspondingly elevated, benefiting the development of the crypto asset industry.
However, this policy also carries certain potential risks, including: excluding unrealized gains on financial statements can reduce tax liabilities, and some companies may misclassify part of their realized profits as unrealized profits when preparing financial statements, leading to an improper reduction in taxable profits and an increased risk of tax evasion; CAMT was implemented during the Biden administration, and if it is partially or fully repealed during the Trump administration, it may raise concerns in the market about the robustness of the regulatory framework; currently, the IRS is only considering the cancellation of taxes on unrealized gains for digital assets, including crypto assets, and if this is limited to just these, it may raise questions about discrimination against traditional asset classes.
4. Conclusion and Outlook
The IRS's intention to relax the taxation rules on unrealized gains from corporate crypto assets marks a shift in the balance between digital assets and traditional tax systems by U.S. regulatory authorities. At the same time, this move addresses the legal and practical controversies in the industry regarding the taxation of non-existent income and reflects the IRS's re-examination of the accounting standards and tax alignment issues related to crypto assets.
From a legal and accounting perspective, the relaxation of the CAMT policy reaffirms the core position of the income realization principle—only actual or disposable economic benefits can constitute "income." This not only alleviates the tax uncertainties faced by companies due to market value fluctuations but also helps stabilize the financial planning of companies holding assets.
Looking ahead, the U.S. digital asset tax system may embody a characteristic of both institutionalization and flexibility. That is, while ensuring tax fairness, it leaves room for corporate innovation. If the final rules are designed reasonably, it could establish a healthier, more stable, and predictable tax environment in the crypto asset sector.
免责声明：本文章仅代表作者个人观点，不代表本平台的立场和观点。本文章仅供信息分享，不构成对任何人的任何投资建议。用户与作者之间的任何争议，与本平台无关。如网页中刊载的文章或图片涉及侵权，请提供相关的权利证明和身份证明发送邮件到support@aicoin.com，本平台相关工作人员将会进行核查。
