TL;DR: A foreign company that's mostly passive — 75%+ passive income or 50%+ passive assets. US owners face punishing tax unless they make an election up front.
Watch: What is a PFIC? (3 min, with captions) · Watch on YouTube

Without the PFIC rules, a US investor could park money in an offshore fund, let it compound tax-free, and pay low capital gains rates decades later. So any foreign company that fails either test — 75% or more of gross income is passive, or 50% or more of its assets produce passive income — is a PFIC, whatever its size, and with no minimum ownership.

The default regime is nasty: gains and big distributions are spread back over the holding period, taxed at the top ordinary rate for each year, plus an interest charge. The escape routes are a QEF election (include your share of income every year, keep capital gain character — needs the company to provide a PFIC Annual Information Statement) or mark-to-market for listed stock (how the two elections compare). Offshore credit funds, feeders and holding companies are the usual suspects.

The two PFIC testsIncome meter: 80% passive, past the 75% line — PFIC. Asset meter: 40% passive, under the 50% line. Failing either test makes it a PFIC.Income test80% passive income75% lineAsset test40% passive50% lineFail either one → PFIC
One failed test is enough.

Worked example

A US LP owns shares in a Cayman holding company that only holds loans. It has no QEF election. After five years the LP sells at a $500k gain. Instead of 20% capital gains tax, the gain is spread over five years, taxed at the top ordinary rate for each year, and an interest charge is added — the total can far exceed $100k. With a timely QEF election, the LP would have paid tax year by year at normal character.

Where you'll see it: PFIC Annual Information Statements sent to US investors, Form 8621, and offering-memorandum tax sections.

Code: IRC §§ 1291–1298 · Related: CFC, NCTI (“necktie”), Form 8621

Full explainer: Form 8621 and the three PFIC regimes →

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This glossary is general information, simplified for learning. It is not tax, legal or investment advice, and real structures turn on facts and documents not shown here.