IRS Form 8806 "Information Return for Acquisition of Control or Substantial Change in Capital Structure"

What Is IRS Form 8806?

This is a tax form that was released by the Internal Revenue Service (IRS) - a subdivision of the U.S. Department of the Treasury on October 1, 2016. As of today, no separate filing guidelines for the form are provided by the IRS.

Form Details:

  • A 3-page form available for download in PDF;
  • Actual and valid for filing 2022 taxes;
  • Additional instructions and information can be found on page 2 of the document;
  • Editable, printable, and free;
  • Fill out the form in our online filing application.

Download a fillable version of IRS Form 8806 through the link below or browse more documents in our library of IRS Forms.

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8806
Information Return for Acquisition of Control
Form
or Substantial Change in Capital Structure
OMB No. 1545-0123
(Rev. October 2016)
Department of the Treasury
Information about Form 8806 and its instructions is at www.irs.gov/form8806.
Internal Revenue Service
Part I
Reporting Corporation (see instructions)
1a
Name of reporting corporation
Address of reporting corporation
b
c
EIN of reporting corporation
2a
Name of reporting corporation’s common parent, if any
Address of reporting corporation’s common parent
b
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
Address of acquiring corporation’s common parent
b
c
EIN of acquiring corporation’s common parent
Part III
Information About Acquisition of Control or Substantial Change in Capital Structure
Date of transaction(s) that resulted in the acquisition of control or substantial change in capital structure
5a
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
Date
Signature of officer
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
Does the reporting corporation consent to the publication of its name and address, date of transaction(s), description of
7
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
8806
For Paperwork Reduction Act Notice, see the instructions.
Form
(Rev. 10-2016)
Cat. No. 10085T
8806
Information Return for Acquisition of Control
Form
or Substantial Change in Capital Structure
OMB No. 1545-0123
(Rev. October 2016)
Department of the Treasury
Information about Form 8806 and its instructions is at www.irs.gov/form8806.
Internal Revenue Service
Part I
Reporting Corporation (see instructions)
1a
Name of reporting corporation
Address of reporting corporation
b
c
EIN of reporting corporation
2a
Name of reporting corporation’s common parent, if any
Address of reporting corporation’s common parent
b
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
Address of acquiring corporation’s common parent
b
c
EIN of acquiring corporation’s common parent
Part III
Information About Acquisition of Control or Substantial Change in Capital Structure
Date of transaction(s) that resulted in the acquisition of control or substantial change in capital structure
5a
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
Date
Signature of officer
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
Does the reporting corporation consent to the publication of its name and address, date of transaction(s), description of
7
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
8806
For Paperwork Reduction Act Notice, see the instructions.
Form
(Rev. 10-2016)
Cat. No. 10085T
2
Form 8806 (Rev. 10-2016)
Page
Future Developments
Corporations Not Required
the corporation pursuant to the change
in capital structure, as of the date or
To File
For the latest information about
dates on which the cash or other
developments related to Form 8806 and
Do not file Form 8806:
property is provided, is $100 million or
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
General Instructions
series of transactions:
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.
control or substantial change in capital
transfers all or substantially all of its
structure are exempt recipients under
assets to one or more corporations;
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
When To File
8806 to report an acquisition of control
similar case and, in pursuance of the
or a substantial change in the capital
File Form 8806, within 45 days after the
plan, distributes stock or securities of
structure of a domestic corporation. The
transaction, or if earlier by January 5th
that corporation; or
reporting corporation or any shareholder
of the year following the calendar year in
• Changes its identity, form, or place of
is required to recognize gain (if any)
which the acquisition of control or
organization; and
under section 367(a) and the related
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
Where To File
under section 367(a) and the related
regulations, as a result of the transaction.
Acquisition of Control of a
Mail Form 8806 to:
Receipt of property. A shareholder is
Corporation
Internal Revenue Service
treated as receiving property (or as
Large Business and International Division
Generally, an acquisition of control of a
having property provided to it) related to
Attention: PFTS
corporation (first corporation) occurs if,
an acquisition of control or a substantial
1111 Constitution Ave., NW
in a transaction or series of related
change in capital structure if a liability of
Washington, DC 20224
transactions:
the shareholder is assumed in the
transaction and, as a result of the
• Before an acquisition of stock of the
Penalties for Failure To File
transaction, an amount is realized by the
first corporation (directly or indirectly) by
Form 8806 and all Forms
shareholder from the sale or exchange
the second corporation, the second
!
1099-CAP, Changes in
of stock.
corporation does not have control of the
Corporate Control and
first corporation;
Reporting Corporation
CAUTION
Capital Structure, required to
• After the acquisition, the second
be filed under Regulations sections
A reporting corporation is a corporation
corporation has control of the first
1.6043-4(a) and (b) will be considered as
whose stock was acquired in an
corporation;
one return for purposes of the failure to
acquisition of control or that had a
• The fair market value of the stock
file penalty under section 6652(l).
substantial change in its capital
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
Acquiring Corporation
dates on which such stock was acquired
tax return, including extensions, it may
is $100 million or more;
The acquiring corporation is any
be penalized $500 for each day the
corporation that acquired control of the
• The shareholders of the first
return is late, up to a maximum of
reporting corporation or received assets
corporation receive stock or other
$100,000. The penalty will not be
from the reporting corporation pursuant
property pursuant to the acquisition; and
imposed if the corporation can show
to a substantial change in capital
that the failure to file on time was due to
• The first corporation or any
structure of the reporting corporation.
reasonable cause. See the corporation’s
shareholder of the first corporation is
income tax return for information on
required to recognize gain (if any) under
Who Must File
reasonable cause.
section 367(a) and the related
A reporting corporation is required to file
regulations, as a result of the
Additional penalties may apply under
Form 8806 if the reporting corporation or
transaction.
sections 7203, 7206, and 7207.
any shareholder is required to recognize
Control. Control means the ownership
Note: Failure to file also includes the
gain (if any) as a result of the application
of stock possessing at least 50% of the
requirement to file on magnetic media
of section 367(a) to the transaction.
total combined voting power of all
(such as electronic filing) as required by
If the reporting corporation transfers
classes of stock entitled to vote or at
section 6011(e) and Regulations section
all or substantially all of its assets to an
least 50% of the total value of shares of
301.6011-2.
acquiring corporation in a transaction
all classes of stock.
Information Returns
that constitutes a substantial change in
Substantial Change in Capital
the capital structure of the reporting
Regarding Shareholders
Structure of a Corporation
corporation and the reporting
A corporation required to file Form 8806
corporation does not file Form 8806,
A corporation has a substantial change
also must file Form 1099-CAP for certain
then the acquiring corporation must file
in capital structure if it has a change in
shareholders of record who receive cash
Form 8806. If neither corporation files
capital structure and the amount of any
or other property (including stock) in
Form 8806, both corporations are jointly
cash and the fair market value of any
exchange for their stock in the reporting
and severally liable for any applicable
other property (including the value of any
corporation due to the acquisition of
penalties. See Penalties for Failure To
stock) provided to the shareholders of
control or the substantial change in
File below.
capital structure. See Form 1099-CAP
for more information.
3
Form 8806 (Rev.10-2016)
Page
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
carry out the Internal Revenue laws of
consolidated group immediately prior to
simpler, we would be happy to hear
the United States. You are required to
the reportable transaction, complete
from you. You can send us comments
give us the information. We need it to
lines 2a and 2b.
from www.irs.gov/formspubs/. Click on
ensure that you are complying with
“More Information” and then on “Give us
Common parent of the acquiring
these laws and to allow us to figure and
feedback.” Or you can write to the
corporation. If the acquiring corporation
collect the right amount of tax.
Internal Revenue Service, Tax Forms and
was a subsidiary member of a
Publications, 1111 Constitution Ave.
consolidated group at the time of the
You are not required to provide the
NW, IR-6526, Washington, DC 20224.
information requested on a form that is
change in control or substantial change
Do not send the tax form to this address.
subject to the Paperwork Reduction Act
in capital structure, complete lines 4a
Instead, see Where To File, earlier.
and 4b.
unless the form displays a valid OMB
control number. Books or records
Part IV–Consent Election
relating to a form or its instructions must
be retained as long as their contents
A reporting corporation may elect to
may become material in the
consent to the IRS publication (on the
administration of any Internal Revenue
IRS website and/or an IRS publication)
law. Generally, tax returns and return
of information included on this form, to
information are confidential, as required
be limited to the name and address of
by section 6103.
the corporation, the date of the
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).
Page of 3