926 Return by a U.S. Transferor of Property to a Foreign Cor

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I.R.S. SPECIFICATIONS

TO BE REMOVED BEFORE PRINTING

INSTRUCTIONS TO PRINTERS
FORM 926, PAGE 1 of 4
MARGINS: TOP 13 mm (1⁄2 "), CENTER SIDES.
PAPER: WHITE WRITING, SUB. 20. INK: BLACK
FLAT SIZE: 216 mm (8 1⁄2 ")
279 mm (11")
PERFORATE: ON FOLD

Date

Department of the Treasury
Internal Revenue Service

䊳

Signature

Revised proofs
requested

Return by a U.S. Transferor of Property
to a Foreign Corporation

Form
(Rev. December 2005)

Part I

Date

O.K. to print

PRINTS: HEAD TO HEAD

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

926

Action

OMB No. 1545-0026
Attachment
Sequence No.

Attach to your income tax return.

128

U.S. Transferor Information (see instructions)

Name of transferor

Identifying number (see instructions)

If the transferor was a corporation, complete questions 1a, 1b, and 1c.
a If the transfer was a section 361(a) or (b) transfer, was the transferor controlled (under section 368(c)) by
5 or fewer domestic corporations?
b Did the transferor remain in existence after the transfer?

1

Yes
Yes

No
No

Yes

No

If not, list the controlling shareholder(s) and their identifying number(s):
Controlling shareholder

Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the parent
corporation?
If not, list the name and employer identification number (EIN) of the parent corporation:
Name of parent corporation

2

EIN of parent corporation

If the transferor was a partner in a partnership that was the actual transferor (but is not treated as such under section 367),
list the name and EIN of the transferor’s partnership:
Name of partnership

Part II

EIN of partnership

Transferee Foreign Corporation Information (see instructions)

3

Name of transferee (foreign corporation)

5

Address (including country)

6

Country of incorporation or organization

7

Foreign law characterization (see instructions)

8

Is the transferee foreign corporation a controlled foreign corporation?

For Paperwork Reduction Act Notice, see page 4.

4 Identifying number, if any

Cat. No. 16982D

Yes
Form

926

No

(Rev. 12-2005)

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I.R.S. SPECIFICATIONS

TO BE REMOVED BEFORE PRINTING

INSTRUCTIONS TO PRINTERS
FORM 926, PAGE 2 of 4
MARGINS: TOP 13 mm (1⁄2 "), CENTER SIDES.
PAPER: WHITE WRITING, SUB. 20. INK: BLACK
FLAT SIZE: 216 mm (81⁄2 ")
279 mm (11")
PERFORATE: ON FOLD

PRINTS: HEAD TO HEAD

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

Form 926 (Rev. 12-2005)

Part III
9

Page

2

Information Regarding Transfer of Property (see instructions)

Date of transfer

10 Type of nonrecognition transaction (see instructions)

11

Description of property transferred:

12

Did this transfer result from a change in the classification of the transferee to that of a foreign corporation?

Yes

No

13

Was the transferor required to recognize income under Temporary Regulations sections 1.367(a)-4T
through 1.367(a)-6T (e.g., for tainted property, depreciation recapture, branch loss recapture, etc.)?

Yes

No

Yes

No

14a Was intangible property (within the meaning of section 936(h)(3)(B)) transferred as a result of the
transaction?
b If yes, describe the nature of the rights to the intangible property that was transferred in the transfer:

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I.R.S. SPECIFICATIONS

TO BE REMOVED BEFORE PRINTING

INSTRUCTIONS TO PRINTERS
FORM 926, PAGE 3 of 4
MARGINS: TOP 13 mm (1⁄2 "), CENTER SIDES.
PAPER: WHITE WRITING, SUB. 20. INK: BLACK
FLAT SIZE: 216 mm (81⁄2 ")
279 mm (11")
PERFORATE: ON FOLD

PRINTS: HEAD TO HEAD

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

Form 926 (Rev. 12-2005)

General Instructions
Purpose of Form
Use Form 926 to report certain transfers of tangible or
intangible property to a foreign corporation required by
section 6038B.

Who Must File
Generally, a U.S. citizen or resident, a domestic
corporation, or a domestic estate or trust must file Form
926 to report transfers of property described in section
6038B(a)(1)(A) to a foreign corporation.

Special Rules
● Transfers by a partnership. If the transferor is a
partnership (domestic or foreign), the domestic partners
of the partnership, not the partnership itself, are required
to comply with section 6038B and file Form 926. Each
domestic partner is treated as a transferor of its
proportionate share of the property.
● Transfers by a husband and wife. A husband and wife
may file Form 926 jointly, but only if they file a joint
income tax return.
● Transfers of cash. A U.S. person that transfers cash to
a foreign corporation must report the transfer on Form
926 if (a) immediately after the transfer the person holds
directly or indirectly at least 10% of the total voting power
or the total value of the foreign corporation or (b) the
amount of cash transferred by the person to the foreign
corporation during the 12-month period ending on the
date of the transfer exceeds $100,000. See Regulations
section 1.6038B-1(b)(3).

Exceptions to Filing
1. For exchanges described in section 354, a U.S.
person does not have to file Form 926 if:
a. The U.S. person exchanges stock of a foreign
corporation in a reorganization described in section
368(a)(1)(E) or
b. The U.S. person exchanges stock of a domestic or
foreign corporation for stock of a foreign corporation
under an asset reorganization described in section
368(a)(1)(C), (D), or (F), that is not treated as an indirect
stock transfer under section 367(a).
2. Generally, a domestic corporation that distributes
stock or securities of a domestic corporation under
section 355 is not required to file Form 926. However, this
exception does not apply if the distribution is of stock or
securities of a foreign controlled corporation to a
distributee shareholder who is not a U.S. citizen or
resident or a domestic corporation.
3. A U.S. person that transfers stock or securities under
section 367(a) does not have to file Form 926 if either a
or b below applies.
a. The U.S. transferor owned less than 5% of both the
total voting power and the total value of the transferee
foreign corporation immediately after the transfer and
either:
● The U.S. transferor qualified for nonrecognition
treatment with respect to the transfer, or
● The U.S. transferor is a tax-exempt entity and the
income was not unrelated business income, or

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● The transfer was taxable to the U.S. transferor and
such person properly reported the income on its timely
filed return, or
● The transfer is considered to be to a foreign corporation
solely by reason of Regulations section 1.83-6(d)(1) and
the fair market value of the property transferred did not
exceed $100,000.
b. The U.S. transferor owned 5% or more of the total
voting power or the total value of the transferee foreign
corporation immediately after the transfer and either:
● The transferor (or one or more successors) properly
entered into a gain recognition agreement, or
● The U.S. transferor is a tax-exempt entity and the
income was not unrelated business income, or
● The transfer was taxable to the U.S. transferor and
such person properly reported the income on its timely
filed return, or
● The transfer is considered to be to a foreign corporation
solely by reason of Regulations section 1.83-6(d)(1) and
the fair market value of the property transferred did not
exceed $100,000.

When and How To File
Form 926 (and the additional information required under
Regulations section 1.6038B-1(c) and Temporary
Regulations sections 1.6038B-1T(c)(1) through (5) and
1.6038B-1T(d)) must be filed with the U.S. transferor’s
income tax return for the tax year that includes the date
of the transfer.

Other Forms That May Be Required
Persons filing this form may be required to file
Form TD F 90-22.1, Report of Foreign Bank and Financial
Accounts.
A U.S. transferor that is required to enter into a gain
recognition agreement under section 367 to qualify for
nonrecognition treatment must file Form 8838, Consent
To Extend the Time To Assess Tax Under Section
367—Gain Recognition Agreement, or a similar statement,
to extend the statute of limitations with respect to the
gain realized but not recognized on the transfer.

Penalties for Failure To File
If a taxpayer fails to comply with section 6038B, the
penalty equals 10% of the fair market value of the
property at the time of the transfer. The penalty will not
apply if the failure to comply is due to reasonable cause
and not to willful neglect. The penalty is limited to
$100,000 unless the failure to comply was due to
intentional disregard. Moreover, the period of limitations
for assessment of tax upon the transfer of that property is
extended to the date that is 3 years after the date on
which the information required to be reported is provided.

Specific Instructions
Part I—U.S. Transferor Information
Identifying Number
The identifying number of an individual is his or her social
security number (SSN). The identifying number of all
others is their employer identification number (EIN).

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I.R.S. SPECIFICATIONS

TO BE REMOVED BEFORE PRINTING

INSTRUCTIONS TO PRINTERS
FORM 926, PAGE 4 of 4
MARGINS: TOP 13 mm (1⁄2 "), CENTER SIDES.
PAPER: WHITE WRITING, SUB. 20. INK: BLACK
FLAT SIZE: 216 mm (81⁄2 ")
279 mm (11")
PERFORATE: ON FOLD

PRINTS: HEAD TO HEAD

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

Form 926 (Rev. 12-2005)

Lines 1 and 2
Line 1a. If you answered “Yes” to question 1a and the
asset is a tangible asset, section 367(a)(5) may require
basis adjustments. If you answered “No” to question 1a
and the asset is a tangible asset, the transfer is taxable
under sections 367(a)(1) and (a)(5). If the asset transferred
is an intangible asset, see section 367(d) and its
regulations.
Line 1b. If the transferor went out of existence pursuant
to the transfer (e.g., as in a reorganization described in
section 368(a)(1)(C)), list the controlling shareholders.
Line 1c. If the transferor was a member of an affiliated
group filing a consolidated tax return (see sections 1501
through 1504), but was not the parent corporation, list the
name and EIN of the parent corporation and file Form 926
with the parent corporation’s consolidated return.
Line 2. If the actual transferor was a partnership, the
domestic partners of the partnership, not the partnership
itself, are deemed to be the transferors. See Temporary
Regulations section 1.367(a)-1T(c)(3). List the name and
identification number of the partnership.

Part II—Transferee Foreign Corporation
Information
Line 7. List the entity classification (e.g., partnership,
corporation, etc.) of the transferee foreign corporation
under the laws of the country of incorporation or
organization.
Line 8. See section 957(a) to determine whether the
corporation is a controlled foreign corporation immediately
after the transfer.

Part III—Information Regarding Transfer of
Property
Line 10. List the type of nonrecognition transaction that
gave rise to the reporting obligation (e.g., section 332,
351, 354, 356, or 361).
Line 11. Give a brief description of the property
transferred and attach to Form 926 the information
required under Regulations sections 1.6038B-1(c) and
Temporary Regulations sections 1.6038B-1T(c)(1) through
1.6038B-1T(c)(5) and 1.6038B-1T(d).
Line 12. If this transfer resulted from a change in the
classification of the transferee to that of a foreign
corporation (a deemed transfer resulting from a
classification change on Form 8832, Entity Classification

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Election, or a termination of a section 1504(d) election), check
the “Yes” box. If the transfer was an actual transfer of property
to a foreign corporation, check the “No” box.

Line 13. See Temporary Regulations sections 1.367(a)-4T
through 1.367-6T for instances in which a transferor must
recognize income on the transfer of tangible property that
qualifies for nonrecognition treatment (see section
367(a)(3) and Temporary Regulations section 1.367(a)-2T).
Additional information is required to be attached to this
form. See Temporary Regulations sections
1.6038B-1T(c)(4)(iii) and (vii), and 1.6038B-1T(c)(5).
Line 14a. If you checked the “Yes” box, additional
information is required to be attached to this form. See
Temporary Regulations section 1.6038B-1T(d).
Line 14b. See Temporary Regulations section
1.6038B-1T(d).
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
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may become material in the administration of any Internal
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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 individual taxpayers filing this form is approved
under OMB control number 1545-0074 and is included in
the estimates shown in the instructions for their individual
income tax return. The estimated burden for all other
taxpayers who file this form is shown below.
5 hr., 30 min.
Recordkeeping
4 hr., 10 min.
Learning about the law or the form
Preparing and sending
4 hr., 26 min.
the form to the IRS
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. See the
instructions for the tax return with which this form is filed.