Form 8869 Form 8869 Qualified Subchapter S Subsidiary Election

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I.R.S. SPECIFICATIONS
TO BE REMOVED BEFORE PRINTING
INSTRUCTIONS TO PRINTER
FORM 8869, PAGE 1 of 2
MARGINS: TOP 13 mm (1⁄2 "), CENTER SIDES.
PRINTS: HEAD TO HEAD
PAPER: WHITE WRITING, SUB. 20 INK:BLACK
1
FLAT SIZE: 216mm (8 ⁄2 ") X 279mm (11")
PERFORATE: NONE
DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

8869

Date

Department of the Treasury
Internal Revenue Service

Signature

O.K. to print
Revised proofs
requested

Qualified Subchapter S Subsidiary Election

Form
(Rev. July 2005)

Part I

Action

OMB No. 1545-1700

(Under section 1361(b)(3) of the Internal Revenue Code)

Parent S Corporation Making the Election
2 Employer identification number (EIN)

1a Name of parent

b Number, street, and room or suite no. If a P.O. box, see instructions.

3 Tax year ending (month and day)

c City or town, state, and ZIP code

4 Service center where last return was filed

5

Name and title of officer or legal representative whom the IRS may call for more information

6 Telephone number of officer or legal

(
)
Subsidiary Corporation for Which Election is Made (For additional subsidiaries, see instructions.)
representative

Part II

8 EIN (if any)

7a Name of subsidiary

9 Date incorporated

b Number, street, and room or suite no. If a P.O. box, see instructions.

c City or town, state, and ZIP code

10 State of incorporation

11 Date election is to take effect (month, day, year) (see instructions)

䊳

/

12 Did the subsidiary previously file a federal income tax return? If “Yes,” complete lines 13a, 13b, and 13c

䊳

Yes

13a Service center where last return was filed

13b Tax year ending date of last

13c Check type of return filed:

return (month, day, year) 䊳

/

/

15b EIN of common parent

No

Form 1120
Other 䊳

Form 1120S

䊳

14 Was the subsidiary’s last return filed as part of a consolidated return? If “Yes,” complete lines 15a, 15b, and 15c
15a Name of common parent

/

Yes

No

15c Service center where consolidated return was filed

Under penalties of perjury, I declare that I have examined this election, including accompanying schedules and statements, and to the best of my knowledge and belief,
it is true, correct, and complete.

Signature of officer
of parent corporation

䊳

General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.

Purpose of Form
A parent S corporation uses Form 8869 to elect to treat one or
more of its eligible subsidiaries as a qualified subchapter S
subsidiary (QSub).
The QSub election results in a deemed liquidation of the
subsidiary into the parent. Following the deemed liquidation, the
QSub is not treated as a separate corporation and all of the
subsidiary’s assets, liabilities, and items of income, deduction,
and credit are treated as those of the parent.
Because the liquidation is a deemed liquidation, do
not file Form 966, Corporate Dissolution or
Liquidation. However, a final return for the subsidiary
CAUTION may have to be filed if it was a separate corporation
prior to the date of the deemed liquidation.

Eligible Subsidiary
An eligible subsidiary is a domestic corporation whose stock is
owned 100% by an S corporation and is not one of the following
ineligible corporations.
● A bank or thrift institution that uses the reserve method of
accounting for bad debts under section 585.
● An insurance company subject to tax under subchapter L of
the Code.
For Paperwork Reduction Act Notice, see page 2.

Title

䊳

Date

䊳

● A corporation that has elected to be treated as a possessions
corporation under section 936.
● A domestic international sales corporation (DISC) or former
DISC.
See sections 1361(b)(3), 1362(f), and their related regulations for
additional information.

When To Make the Election
The parent S corporation can make the QSub election at any time
during the tax year. However, the requested effective date of the
QSub election generally cannot be more than:
1. Twelve months after the date the election is filed, or
2. Two months and 15 days before the date the election is filed.
An election filed more than 12 months before the requested
effective date will be made effective 12 months after the date it is
filed. An election filed more than two months and 15 days after the
requested effective date generally is late and will be made effective
two months and 15 days before the date it is filed. However, an
election filed more than two months and 15 days after the
requested effective date will be accepted as timely filed if the
corporation can show that the failure to file on time was due to
reasonable cause.
To request relief for a late election, the corporation generally
must request a private letter ruling and pay a user fee in accordance
with Rev. Proc. 2005-1, 2005-1 I.R.B. 1 (or its successor). However,
relief from the ruling and user fee requirements is available. See
Rev. Proc. 2003-43, 2003-23 I.R.B. 998, for details.

Cat. No. 28755K

Form

8869

(Rev. 7-2005)

4
I.R.S. SPECIFICATIONS
TO BE REMOVED BEFORE PRINTING
INSTRUCTIONS TO PRINTERS
FORM 8869, PAGE 2 of 2
MARGINS: TOP 13mm (1⁄2 "), CENTER SIDES.
PRINTS: HEAD to HEAD
PAPER: WHITE, WRITING, SUB. 20 INK: BLACK
FLAT SIZE: 216mm (81⁄2 ") x 279mm (11")
PERFORATE: NONE
DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

Form 8869 (Rev. 7-2005)

Where To File
File Form 8869 with the service center where the subsidiary filed
its most recent return. However, if the parent S corporation
forms a subsidiary, and makes a valid election effective upon
formation, submit Form 8869 to the service center where the
parent S corporation filed its most recent return.

Acceptance of Election
The service center will notify the corporation if the QSub election
is (a) accepted, and when it will take effect, or (b) not accepted.
The corporation should generally receive a determination on its
election within 60 days after it has filed Form 8869. However, if
the corporation is not notified of acceptance or nonacceptance
of its election within 2 months of the date of filing (date mailed),
take follow-up action by calling 1-800-829-4933.
If the IRS questions whether Form 8869 was filed, an
acceptable proof of filing is (a) a certified or registered mail
receipt (timely postmarked) from the U.S. Postal Service, or its
equivalent from a designated private delivery service (see Notice
2004-83, 2004-52 I.R.B. 1030 (or its successor)); (b) a Form 8869
with an accepted stamp; (c) a Form 8869 with a stamped IRS
received date; or (d) an IRS letter stating that Form 8869 has
been accepted.

End of Election
Once the QSub election is made, it remains in effect until it is
terminated. If the election is terminated, IRS consent generally is
required for another QSub election with regard to the former
QSub (or its successor) for any tax year before the 5th tax year
after the first tax year in which the termination took effect. See
Regulations section 1.1361-5 for details.

Specific Instructions
Address
Include the suite, room, or other unit number after the street
address. If the Post Office does not deliver to the street address
and the corporation has a P.O. box, show the box number
instead.
If the subsidiary has the same address as the parent
S corporation, enter “Same as parent” in Part II.

Additional Subsidiaries
If the QSub election is being made for more than one subsidiary,
attach a separate sheet for each subsidiary. Use the same size,
format, and line numbers as in Part II of the printed form. Put
the parent corporation’s name and employer identification
number at the top of each sheet.
If the QSub elections are being made effective on the same
date for a tiered group of subsidiaries, the parent S corporation
may specify the order of the deemed liquidations on an
attachment. If no order is specified, the deemed liquidations will
be treated as occurring first for the lowest tier subsidiary and
proceeding successively upward. See Regulations section
1.1361-4(b)(2).
Caution. A QSub election for a tiered group of subsidiaries may,
in certain circumstances, result in the recognition of income. A
primary example is excess loss accounts (see Regulations
section 1.1502-19).

Employer Identification Number (EIN)
A QSub may not be required to have an EIN for federal tax
purposes. If the QSub does not have an EIN, enter “N/A” on
line 8.

Page

2

However, if the QSub has previously filed a return, separately
or as part of a consolidated return, and used an EIN, enter that
EIN on line 8 and (if applicable) the EIN of its common parent on
line 15b.
Note. Failure to enter the subsidiary’s EIN may result in the
service center sending a notice of delinquent filing to the QSub.
If the QSub wants its own EIN, but does not have one, see
Form SS-4, Application for Employer Identification Number, for
details on how to obtain an EIN.
Caution. The QSub may use its own EIN only under limited
circumstances; see Notice 99-6, 1999-3 I.R.B. 12, for guidance.
If the QSub has not received its EIN by the time the election is
made, write “Applied for” on line 8. See Pub. 583 for details.

Effective Date of Election
TIP

Form 8869 generally must be filed no earlier than 12
months before or no later than 2 months and 15 days
after the effective date requested on line 11. For details
and exceptions, see When To Make the Election on

page 1.
A parent S corporation that forms a new subsidiary and wants the
election effective upon formation should enter the formation date.
A parent corporation that wants to make the election for an existing
subsidiary should enter the requested effective date. For details
about the effect of a QSub election, see Regulations section
1.1361-4.

Signature
Form 8869 must be signed and dated by the president, vice
president, treasurer, assistant treasurer, chief accounting officer,
or any other corporate officer (such as tax officer) authorized to
sign the parent’s S corporation return.
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.
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 average
time is:
Recordkeeping
6 hr., 13 min.
Learning about the law or the form
53 min.
Preparing, copying,
assembling, and sending the
form to the IRS
1 hr., 2 min.
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 write to Internal Revenue
Service, Tax Products Coordinating Committee,
SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6406,
Washington, DC 20224. Do not send the form to this address.
Instead, see Where To File on this page.