Federal Information Return for Acquisition of Control or Substantial Change in Capital Structure
Extracted from PDF file 2018-federal-form-8806.pdf, last modified October 2016
Information Return for Acquisition of Control or Substantial Change in Capital StructureForm 8806 Information Return for Acquisition of Control or Substantial Change in Capital Structure (Rev. October 2016) Department of the Treasury Internal Revenue Service Part I 1a c 2a c c d 4a c Reporting Corporation (see instructions) b 6a b c Name of reporting corporation’s common parent, if any b Address of reporting corporation’s common parent b Address of acquiring corporation Acquiring Corporation (see instructions) Name of acquiring corporation EIN of acquiring corporation Was the acquiring corporation newly formed prior to its involvement in the transaction? . . . . . . . . . . Name of acquiring corporation’s common parent, if any b Address of acquiring corporation’s common parent Yes No Yes No EIN of acquiring corporation’s common parent 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 Description of the transaction(s) ▶ 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 . . . . . . . . . . Fair market value of the stock or other property received Description of the stock or other property received ▶ . . . . . . . . . . . . . . . . 6b 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 belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. Part IV ▲ Paid Preparer Use Only 7 Address of reporting corporation EIN of reporting corporation’s common parent ▲ Sign Here b EIN of reporting corporation Part III 5a about Form 8806 and its instructions is at www.irs.gov/form8806. Name of reporting corporation Part II 3a ▶ Information OMB No. 1545-0123 Signature of officer Print/Type preparer’s name Preparer’s signature Date Date Check if self-employed Firm’s name ▶ Firm’s EIN Firm's address ▶ Phone no. PTIN ▶ Consent Election 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 For Paperwork Reduction Act Notice, see the instructions. Date Cat. No. 10085T Title Form 8806 (Rev. 10-2016) Page 2 Form 8806 (Rev. 10-2016) Future Developments For the latest information about developments related to Form 8806 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/form8806. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A reporting corporation must file Form 8806 to report an acquisition of control or a substantial change in the capital structure of a domestic corporation. The reporting corporation or any shareholder is required to recognize gain (if any) under section 367(a) and the related regulations as a result of the transaction. Definitions Acquisition of Control of a Corporation Generally, an acquisition of control of a corporation (first corporation) occurs if, in a transaction or series of related transactions: • Before an acquisition of stock of the first corporation (directly or indirectly) by the second corporation, the second corporation does not have control of the first corporation; • After the acquisition, the second corporation has control of the first corporation; • The fair market value of the stock acquired in the transaction and in any related transactions as of the date or dates on which such stock was acquired is $100 million or more; • The shareholders of the first corporation receive stock or other property pursuant to the acquisition; and • The first corporation or any shareholder of the first corporation is required to recognize gain (if any) under section 367(a) and the related regulations, as a result of the transaction. Control. Control means the ownership of stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of stock. Substantial Change in Capital Structure of a Corporation A corporation has a substantial change in capital structure if it has a change in capital structure and the amount of any cash and the fair market value of any other property (including the value of any stock) provided to the shareholders of the corporation pursuant to the change in capital structure, as of the date or dates on which the cash or other property is provided, is $100 million or more. Generally, a corporation has a change in capital structure if: 1. The corporation in a transaction or series of transactions: • Merges, consolidates, or otherwise combines with another corporation or transfers all or substantially all of its assets to one or more corporations; • Transfers all or part of its assets to another corporation in a Title 11 or similar case and, in pursuance of the plan, distributes stock or securities of that corporation; or • Changes its identity, form, or place of organization; and 2. The corporation or any shareholder is required to recognize gain (if any) under section 367(a) and the related regulations, as a result of the transaction. Receipt of property. A shareholder is treated as receiving property (or as having property provided to it) related to an acquisition of control or a substantial change in capital structure if a liability of the shareholder is assumed in the transaction and, as a result of the transaction, an amount is realized by the shareholder from the sale or exchange of stock. Reporting Corporation A reporting corporation is a corporation whose stock was acquired in an acquisition of control or that had a substantial change in its capital structure. Acquiring Corporation The acquiring corporation is any corporation that acquired control of the reporting corporation or received assets from the reporting corporation pursuant to a substantial change in capital structure of the reporting corporation. Who Must File A reporting corporation is required to file Form 8806 if the reporting corporation or any shareholder is required to recognize gain (if any) as a result of the application of section 367(a) to the transaction. If the reporting corporation transfers all or substantially all of its assets to an acquiring corporation in a transaction that constitutes a substantial change in the capital structure of the reporting corporation and the reporting corporation does not file Form 8806, then the acquiring corporation must file Form 8806. If neither corporation files Form 8806, both corporations are jointly and severally liable for any applicable penalties. See Penalties for Failure To File below. Corporations Not Required To File Do not file Form 8806: • For transactions that were properly reported under section 6043(a); or • If the reporting corporation reasonably determines that all of its shareholders who receive cash, stock, or other property related to the acquisition of control or substantial change in capital structure are exempt recipients under Regulations section 1.6043-4(b)(5). When To File File Form 8806, within 45 days after the transaction, or if earlier by January 5th of the year following the calendar year in which the acquisition of control or substantial change in capital structure occurred. Where To File Mail Form 8806 to: Internal Revenue Service Large Business and International Division Attention: PFTS 1111 Constitution Ave., NW Washington, DC 20224 Penalties for Failure To File Form 8806 and all Forms 1099-CAP, Changes in Corporate Control and CAUTION Capital Structure, required to be filed under Regulations sections 1.6043-4(a) and (b) will be considered as one return for purposes of the failure to file penalty under section 6652(l). If a correct Form 8806 is not filed by the due date of the corporation’s income tax return, including extensions, it may be penalized $500 for each day the return is late, up to a maximum of $100,000. The penalty will not be imposed if the corporation can show that the failure to file on time was due to reasonable cause. See the corporation’s income tax return for information on reasonable cause. Additional penalties may apply under sections 7203, 7206, and 7207. Note: Failure to file also includes the requirement to file on magnetic media (such as electronic filing) as required by section 6011(e) and Regulations section 301.6011-2. ! ▲ Information Returns Regarding Shareholders A corporation required to file Form 8806 also must file Form 1099-CAP for certain shareholders of record who receive cash or other property (including stock) in exchange for their stock in the reporting corporation due to the acquisition of control or the substantial change in capital structure. See Form 1099-CAP for more information. Page 3 Form 8806 (Rev.10-2016) Specific Instructions Employer identification number (EIN). An EIN must be included for each corporation identified. An EIN is not required if the corporation does not have, and is not otherwise required to have, an EIN. Common parent of the reporting corporation. If the reporting corporation was a subsidiary member of a consolidated group immediately prior to the reportable transaction, complete lines 2a and 2b. Common parent of the acquiring corporation. If the acquiring corporation was a subsidiary member of a consolidated group at the time of the change in control or substantial change in capital structure, complete lines 4a and 4b. Part IV–Consent Election A reporting corporation may elect to consent to the IRS publication (on the IRS website and/or an IRS publication) of information included on this form, to be limited to the name and address of 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). Corporations that elect to consent to the publication aren’t required to file Form 1099-CAP with respect to shareholders that are clearing organizations, or to furnish Form 1099-CAP to such organizations. See Regulations section 1.6043-4(b)(1) and (4). Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden for business taxpayers filing this form is approved under OMB control number 1545-0123 and is included in the estimates shown in the instructions for their business income tax return. If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can send us comments from www.irs.gov/formspubs/. Click on “More Information” and then on “Give us feedback.” Or you can write to the Internal Revenue Service, Tax Forms and Publications, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Do not send the tax form to this address. Instead, see Where To File, earlier.
Form 8806 (Rev. October 2016)
More about the Federal Form 8806 Corporate Income Tax
We last updated the Information Return for Acquisition of Control or Substantial Change in Capital Structure in February 2019, and the latest form we have available is for tax year 2018. This means that we don't yet have the updated form for the current tax year. Please check this page regularly, as we will post the updated form as soon as it is released by the Federal Internal Revenue Service. You can print other Federal tax forms here.
Other Federal Corporate Income Tax Forms:
|Form Code||Form Name|
|Form 941||Employer's Quarterly Federal Tax Return|
|Form 9465||Installment Agreement Request|
|Form 1120-H||U.S. Income Tax Return for Homeowners Associations|
|990 (Schedule O)||Supplemental Information to Form 990 or 990-EZ|
|Form 4562||Depreciation and Amortization (Including Information on Listed Property)|
The Internal Revenue Service usually releases income tax forms for the current tax year between October and January, although changes to some forms can come even later. We last updated Federal Form 8806 from the Internal Revenue Service in February 2019.
About the Corporate Income Tax
The IRS and most states require corporations to file an income tax return, with the exact filing requirements depending on the type of company.
Sole proprietorships or disregarded entities like LLCs are filed on Schedule C (or the state equivalent) of the owner's personal income tax return, flow-through entities like S Corporations or Partnerships are generally required to file an informational return equivilent to the IRS Form 1120S or Form 1065, and full corporations must file the equivalent of federal Form 1120 (and, unlike flow-through corporations, are often subject to a corporate tax liability).
Additional forms are available for a wide variety of specific entities and transactions including fiduciaries, nonprofits, and companies involved in other specific types of business.
Historical Past-Year Versions of Federal Form 8806
We have a total of six past-year versions of Form 8806 in the TaxFormFinder archives, including for the previous tax year. Download past year versions of this tax form as PDFs here:
Form 8806 (Rev. October 2016)
Form 8806 (Rev. October 2016)
Form 8806 (Rev. October 2016)
Form 8806 (Rev. December 2011)
Form 8806 (Rev. December 2011)
Form 8806 (Rev. December 2011)
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