Enlarge image | Note: The form, instructions, or publication you are looking for begins after this coversheet. Please review the updated information below. Form 8806 Must Be Filed By Fax The IRS has changed the filing procedures for Form 8806, Information Return for Acquisition of Control or Substantial Change in Capital Structure. Until further notice, submissions of Form 8806 must now be sent to the IRS via fax. The form can no longer be mailed. Fax Form 8806 to: 844-249-6232. |
Enlarge image | Information Return for Acquisition of Control Form 8806 OMB No. 1545-0123 (Rev. October 2016) or Substantial Change in Capital Structure Department of the Treasury Internal Revenue Service ▶ Information about Form 8806 and its instructions is at www.irs.gov/form8806. Part I Reporting Corporation (see instructions) 1a Name of reporting corporation b Address of reporting corporation c EIN of reporting corporation 2a Name of reporting corporation’s common parent, if any b Address of reporting corporation’s common parent c EIN of reporting corporation’s common parent Part II Acquiring Corporation (see instructions) 3a Name of acquiring corporation b Address of acquiring corporation c EIN of acquiring corporation d Was the acquiring corporation newly formed prior to its involvement in the transaction? . . . . . . . . . . Yes No 4a Name of acquiring corporation’s common parent, if any b Address of acquiring corporation’s common parent c EIN of acquiring corporation’s common parent Part III Information About Acquisition of Control or Substantial Change in Capital Structure 5a Date of transaction(s) that resulted in the acquisition of control or substantial change in capital structure b Description of the transaction(s) ▶ 6a Did the reporting corporation’s shareholders receive any stock or other property in exchange for their stock in the reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are required to recognize gain (if any) from the exchange of such stock? If “Yes,” go to lines 6b and 6c . . . . . . . . . . Yes No b Fair market value of the stock or other property received . . . . . . . . . . . . . . . . 6b c Description of the stock or other property received ▶ Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and Sign belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. ▲ ▲ Here Signature of officer Date Print/Type preparer’s name Preparer’s signature Date PTIN Paid Check if self-employed Preparer Use Only Firm’s name ▶ Firm’s EIN ▶ Firm's address ▶ Phone no. Part IV Consent Election 7 Does the reporting corporation consent to the publication of its name and address, date of transaction(s), description of shares affected by the transaction(s) and the amount of cash and fair market value of any property provided to each class of shareholders in exchange for a share, on an IRS website and/or in an IRS publication, as described in Regulations section 1.6043-4(a)(2), to assist brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b)? . . Yes No Under penalties of perjury, I declare that I am an officer of the above named corporation and that I am authorized to give consent on behalf of the above named corporation for the IRS to publish the information necessary to enable brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b). ▲ Sign Here Signature of officer Date Title For Paperwork Reduction Act Notice, see the instructions. Cat. No. 10085T Form 8806 (Rev. 10-2016) |
Enlarge image | Form 8806 (Rev. 10-2016) Page 2 Future Developments the corporation pursuant to the change Corporations Not Required in capital structure, as of the date or For the latest information about dates on which the cash or other To File developments related to Form 8806 and property is provided, is $100 million or Do not file Form 8806: its instructions, such as legislation more. Generally, a corporation has a • For transactions that were properly enacted after they were published, go to change in capital structure if: reported under section 6043(a); or www.irs.gov/form8806. 1. The corporation in a transaction or • If the reporting corporation reasonably series of transactions: General Instructions determines that all of its shareholders • Merges, consolidates, or otherwise who receive cash, stock, or other Section references are to the Internal combines with another corporation or property related to the acquisition of Revenue Code unless otherwise noted. transfers all or substantially all of its control or substantial change in capital assets to one or more corporations; structure are exempt recipients under Purpose of Form Regulations section 1.6043-4(b)(5). • Transfers all or part of its assets to A reporting corporation must file Form another corporation in a Title 11 or 8806 to report an acquisition of control similar case and, in pursuance of the When To File or a substantial change in the capital plan, distributes stock or securities of File Form 8806, within 45 days after the structure of a domestic corporation. The that corporation; or transaction, or if earlier by January 5th reporting corporation or any shareholder of the year following the calendar year in is required to recognize gain (if any) • Changes its identity, form, or place of under section 367(a) and the related organization; and which the acquisition of control or substantial change in capital structure regulations as a result of the transaction. 2. The corporation or any shareholder occurred. is required to recognize gain (if any) Definitions under section 367(a) and the related Where To File regulations, as a result of the transaction. Acquisition of Control of a Mail Form 8806 to: Corporation Receipt of property. A shareholder is treated as receiving property (or as Internal Revenue Service Generally, an acquisition of control of a having property provided to it) related to Large Business and International Division corporation (first corporation) occurs if, an acquisition of control or a substantial Attention: PFTS in a transaction or series of related change in capital structure if a liability of 1111 Constitution Ave., NW transactions: the shareholder is assumed in the Washington, DC 20224 • Before an acquisition of stock of the transaction and, as a result of the Penalties for Failure To File first corporation (directly or indirectly) by transaction, an amount is realized by the the second corporation, the second shareholder from the sale or exchange Form 8806 and all Forms corporation does not have control of the of stock. 1099-CAP, Changes in first corporation; ▲! Corporate Control and Reporting Corporation CAUTION Capital Structure, required to • After the acquisition, the second be filed under Regulations sections corporation has control of the first A reporting corporation is a corporation corporation; whose stock was acquired in an 1.6043-4(a) and (b) will be considered as acquisition of control or that had a one return for purposes of the failure to • The fair market value of the stock substantial change in its capital file penalty under section 6652(l). acquired in the transaction and in any structure. If a correct Form 8806 is not filed by related transactions as of the date or the due date of the corporation’s income dates on which such stock was acquired Acquiring Corporation tax return, including extensions, it may is $100 million or more; The acquiring corporation is any be penalized $500 for each day the • The shareholders of the first corporation that acquired control of the return is late, up to a maximum of corporation receive stock or other reporting corporation or received assets $100,000. The penalty will not be property pursuant to the acquisition; and from the reporting corporation pursuant imposed if the corporation can show • The first corporation or any to a substantial change in capital that the failure to file on time was due to shareholder of the first corporation is structure of the reporting corporation. reasonable cause. See the corporation’s required to recognize gain (if any) under income tax return for information on section 367(a) and the related Who Must File reasonable cause. regulations, as a result of the A reporting corporation is required to file Additional penalties may apply under transaction. Form 8806 if the reporting corporation or sections 7203, 7206, and 7207. Control. Control means the ownership any shareholder is required to recognize of stock possessing at least 50% of the gain (if any) as a result of the application Note: Failure to file also includes the total combined voting power of all of section 367(a) to the transaction. requirement to file on magnetic media (such as electronic filing) as required by classes of stock entitled to vote or at If the reporting corporation transfers section 6011(e) and Regulations section least 50% of the total value of shares of all or substantially all of its assets to an 301.6011-2. all classes of stock. acquiring corporation in a transaction that constitutes a substantial change in Information Returns Substantial Change in Capital the capital structure of the reporting Structure of a Corporation corporation and the reporting Regarding Shareholders A corporation has a substantial change corporation does not file Form 8806, A corporation required to file Form 8806 in capital structure if it has a change in then the acquiring corporation must file also must file Form 1099-CAP for certain capital structure and the amount of any Form 8806. If neither corporation files shareholders of record who receive cash cash and the fair market value of any Form 8806, both corporations are jointly or other property (including stock) in other property (including the value of any and severally liable for any applicable exchange for their stock in the reporting stock) provided to the shareholders of penalties. See Penalties for Failure To corporation due to the acquisition of File below. control or the substantial change in capital structure. See Form 1099-CAP for more information. |
Enlarge image | Form 8806 (Rev.10-2016) Page 3 Specific Instructions Corporations that elect to consent to The time needed to complete and file the publication aren’t required to file this form will vary depending on Employer identification number (EIN). Form 1099-CAP with respect to individual circumstances. The estimated An EIN must be included for each shareholders that are clearing burden for business taxpayers filing this corporation identified. An EIN is not organizations, or to furnish Form form is approved under OMB control required if the corporation does not 1099-CAP to such organizations. See number 1545-0123 and is included in the have, and is not otherwise required to Regulations section 1.6043-4(b)(1) and estimates shown in the instructions for have, an EIN. (4). their business income tax return. Common parent of the reporting If you have comments concerning the corporation. If the reporting corporation Paperwork Reduction Act Notice. We accuracy of these time estimates or was a subsidiary member of a ask for the information on this form to suggestions for making this form consolidated group immediately prior to carry out the Internal Revenue laws of simpler, we would be happy to hear the reportable transaction, complete the United States. You are required to from you. You can send us comments lines 2a and 2b. give us the information. We need it to from www.irs.gov/formspubs/. Click on Common parent of the acquiring ensure that you are complying with “More Information” and then on “Give us corporation. If the acquiring corporation these laws and to allow us to figure and feedback.” Or you can write to the was a subsidiary member of a collect the right amount of tax. Internal Revenue Service, Tax Forms and consolidated group at the time of the You are not required to provide the Publications, 1111 Constitution Ave. change in control or substantial change information requested on a form that is NW, IR-6526, Washington, DC 20224. in capital structure, complete lines 4a subject to the Paperwork Reduction Act Do not send the tax form to this address. and 4b. unless the form displays a valid OMB Instead, see Where To File, earlier. control number. Books or records Part IV–Consent Election relating to a form or its instructions must A reporting corporation may elect to be retained as long as their contents consent to the IRS publication (on the may become material in the IRS website and/or an IRS publication) administration of any Internal Revenue of information included on this form, to law. Generally, tax returns and return be limited to the name and address of information are confidential, as required the corporation, the date of the by section 6103. transaction, a description of the shares affected by the transaction, and the amount of cash and the fair market value of any property provided to shareholders in exchange for a share. See Regulations section 1.6043-4(a)(2). |