In plain terms: the letter says a stay-at-home order does not count because it was addressed to the public rather than to your business. Nothing in the statute says that. The statute asks whether an order limited commerce, travel or group meetings and whether your operation was suspended because of it; it does not ask who the order was addressed to. A stay-at-home order told your customers they could not come and told every business but the listed ones that it could not receive them. The IRS's own Notice lists a shelter-in-place proclamation as a qualifying order, and the United States told the Ninth Circuit that a business "may be suspended 'due to' a government order addressing a third party." This page sets the letter's sentence beside the statute, the Notice as the IRS wrote it, and the Government's own brief.
Stay-at-home orders directed to the public are not considered; only orders directed at business operations count.
As stated in the Service's letters, Forms 886-A and memoranda
The statute names no addressee
The Suspension Clause, section 2301(c)(2)(A)(ii)(I) of the CARES Act and section 3134(c)(2)(A)(ii)(I) of the Internal Revenue Code, says nothing of the source of an order, and it says nothing of the addressee. It asks whether the order limited commerce, travel or group meetings and whether the operation was suspended due to it. A stay-at-home order is an order limiting commerce and travel in terms: it forbade the public to travel except for enumerated purposes and forbade every business but the listed ones to receive them. California's Executive Order N-33-20 (Mar. 19, 2020), Pennsylvania's Order Regarding the Closure of All Businesses That Are Not Life Sustaining (Mar. 19, 2020) (Ex. PA-002), New York's Executive Order 202.8 (Mar. 20, 2020) (Ex. NY-002), Illinois's Executive Order 2020-10 (Mar. 20, 2020) and Texas's Executive Order GA-14 (Mar. 31, 2020) each did both, and by April 7, 2020 forty-two States and territories had issued such an order (Ex. LAW-201). The commerce they limited was the employer's.1
The Notice's own list
Q&A-10 of the Notice (Notice 2021-20, 2021-11 I.R.B. 922), on which the Service relies for the meaning of "orders," lists among governmental orders "[a] State's emergency proclamation that residents must shelter in place for a specified period, other than residents who are employed by an essential business and who may travel to and work at the workplace location," "[a]n order from a local official imposing a curfew on residents that impacts the operating hours of a trade or business," and a mayor's closure of non-essential businesses. The District Court, in its summary-judgment order of June 20, 2025 in Stenson Tamaddon, LLC v. IRS, No. 2:24-cv-01123-SPL (D. Ariz.), ECF No. 49 ("Doc. 49"), held that Q&A-10 "provides a natural interpretation of the plain meaning of the statutory text." Doc. 49 at 13-14.
The customer exclusion the Service now applies, Q&A-13, did not exist in that form while the 2020 quarters were open. As posted on April 29, 2020, the Service's FAQ 28 listed the shelter-in-place proclamation and the curfew as qualifying orders and said an order "allows employers to qualify ... without regard to the level of enforcement," and FAQ 32 confined the customer exclusion to "an essential business that is not required to close its physical locations or otherwise suspend its operations" claiming a suspension "for the sole reason" of its customers' stay-at-home order. The exclusion in the form the Service now applies, reaching every employer and any "reduction in demand," first appeared in Q&A-13 of the Notice released March 1, 2021, after every 2020 quarter had closed, in a document the United States has represented "lacks the force of law" in its opposition and cross-motion for summary judgment of January 6, 2025, ECF No. 44 ("Doc. 44"). Doc. 44 at 19.2
The United States' account
The United States told the Ninth Circuit, in its answering brief of January 30, 2026 in No. 25-4217 ("Br. for Appellees"):
For example, the Notice explains that a business may be suspended "due to" a government order addressing a third party (such as an order that suspends the operations of a supplier of the business).
Br. for Appellees at 41 & n.5
The plaintiff in that case has maintained since its complaint that "Congress did not restrict the 'orders from an appropriate governmental authority' referred to in the statute to those that directly ordered businesses to close" and that "[t]he plain language of the statute includes orders that impact businesses broadly, rather than just orders specifically directed at businesses."3
An order that confined every customer to his home and every employee to hers limited commerce in the plainest sense the word has, and a reading under which it "is not considered" is a reading Congress did not write and the United States has disclaimed.
The statute does not ask whom an order was addressed to. It asks whether the order limited commerce, travel or group meetings and whether your operation was suspended because of it. A stay-at-home order did both, in terms, and the IRS's own Notice lists it as a qualifying order. When the letter says such orders "are not considered," it applies a rule that appears nowhere in the statute, that the IRS's FAQs of April 2020 did not state, and that the United States itself has disclaimed in the Ninth Circuit.