Form 8806 Information Return for Acquisition of Control or Substan

Form

8806

Information Return for Acquisition of Control
or Substantial Change in Capital Structure

(Rev. December 2011)

OMB No. 1545-1869

Department of the Treasury
Internal Revenue Service

Part I
1a
c
2a
c

Reporting Corporation (see instructions)

Name of reporting corporation

c
d
4a
c

Name of reporting corporation’s common parent, if any

b
6a

b
c

b

Address 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’s common parent

Acquiring Corporation (see instructions)

Name of acquiring corporation

▲

Sign
Here

b

EIN of reporting corporation’s common parent

Part III
5a

Address of reporting corporation

EIN of reporting corporation

Part II
3a

b

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. 12-2011)

Page 2

Form 8806 (Rev. 12-2011)

What's New
The IRS has created a page on IRS.gov
for information about Form 8806 and its
instructions at www.irs.gov/form8806.
Information about any future
developments affecting Form 8806 (such
as legislation enacted after we release it)
will be posted on that page.

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

such 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 calendar year following the 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 as
required by section 6011(e) and
Regulations section 1.6011-2.

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.12-2011)

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
such publication are not required to file
Form 1099-CAP with respect to
shareholders that are clearing
organizations, or to furnish Form 1099CAP 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 tax form will vary depending on
individual circumstances. The estimated
average time is:
Recordkeeping . . .
6 hr., 42 min.
Learning about the
law or the form . . .
2 hr., 10 min.
Preparing and sending
the form to the IRS . . 2 hr., 23 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 the Internal
Revenue Service, Tax Products
Coordinating Committee,
SE:W:CAR:MP:T:M:S, 1111 Constitution
Ave. NW, IR-6526, Washington, DC
20224. Do not send this form to this
address. Instead see Where To File,
earlier.