Return by a Shareholder Making Certain Late Elections To End Treatment as a Passive Foreign Investment Company

Instructions for Form 8621-A

Department of the Treasury
Internal Revenue Service

(Rev. December 2013)

Return by a Shareholder Making Certain Late Elections To End Treatment as a
Passive Foreign Investment Company
Section references are to the Internal Revenue Code
unless otherwise noted.

Future Developments
For the latest information about
developments related to Form 8621-A and
its instructions, such as legislation enacted
after they were published, go to www.irs.gov/
form8621a.

General Instructions
Purpose of Form

A U.S. person that is a direct or indirect
shareholder of a former Passive Foreign
Investment Company (PFIC) or a Section
1297(e) PFIC is treated for tax purposes as
holding stock in a PFIC and therefore
continues to be subject to taxation under
section 1291 unless the shareholder makes
a purging election under section 1298(b)(1).
A purging election under section 1298(b)
(1) is:
A deemed dividend election or a deemed
sale election made with respect to a former
PFIC under the rules of Regulations section
1.1298-3(c) or
A deemed dividend election or a deemed
sale election made with respect to a Section
1297(e) PFIC under the rules of Regulations
section 1.1297-3(e).
A timely filed purging election is made on
Form 8621. This Form 8621-A is used only to
make a late purging election under section
1298(b)(1).
A late purging election is a purging
election under section 1298(b)(1) that is
made:
In the case of a shareholder of a former
PFIC, after 3 years from the due date, as
extended, of the tax return for the taxable
year that includes the termination date, or
In the case of a shareholder of a section
1297(e) PFIC, after 3 years from the due
date, as extended, of the tax return for the
taxable year that includes the CFC
qualification date.
See Regulations sections 1.1298-3(e) or
1.1297-3(e) for more details.
Generally, the amount due with respect to
a late purging election is computed in the
same manner as if the purging election had
been timely filed. However, the taxpayer
must also pay interest on the amount due
determined for the period beginning on the
due date (without extensions) for the
taxpayer's income tax return for the election
year and ending on the date the late purging
election is filed with the IRS. See the
instructions for Part I, later, for details.
Nov 07, 2013

How to Complete Form
8621-A

The shareholder makes the applicable
election in Part I of the form. The shareholder
then provides basic information about the
election in Part II or Part III of the form and
computes the tax and interest due in Part IV
of the form.
If the election year (defined below) is a
closed taxable year, the taxpayer must enter
into a closing agreement (page 3 of the form)
to agree to eliminate any prejudice to the
interests of the U.S. government as a
consequence of the taxpayer's inability to file
an amended return for the election year.
The closing agreement must be
filed in duplicate and both copies
CAUTION
must contain original signatures.
See Closing Agreement, later, for additional
information.

!

A separate Form 8621-A must be filed
for each PFIC for which a late purging
election is being made. See Chain of
ownership below for specific filing
requirements.
Chain of ownership. If the shareholder
owns one PFIC and through that PFIC owns
one or more other PFICs, the shareholder
must file a separate Form 8621-A for each
Section 1297(e) PFIC or former PFIC in the
chain for which a late purging election is
made. File these Forms 8621-A together.

Where to File

File Form 8621-A with:
Internal Revenue Service
DP 8621-A
Ogden, UT 84201

Filing Checksheet

Be sure to:
Check the applicable box in Part I of the
form that corresponds to the election you are
making.
Complete the applicable lines in Part II or
III of the form (along with any required
attachments requested on any of those lines)
as requested at the end of the election
description in Part I of the form.
Complete Part IV of the form along with
any required attachments requested on any
of the lines in Part IV.
Sign and date the form in the spaces
provided at the bottom of page 2 of the form.
If the election year is a closed taxable
year, file the closing agreement on page 3 of
the form in duplicate. Both copies must
contain original signatures. See Closing
Agreement, later, for details.
Cat. No. 39731G

Complete the balance sheet on page 4 of
the form, if applicable (that is, if required by
line 4 or line 8 of the form).
Keep a copy of the form for your records.
Make your check or money order payable
to “United States Treasury.” Include your
identifying number and “Form 8621-A” on
your payment.
If Form 8621-A does not include full
payment of the amount shown on
CAUTION
line 21 of the form, the form will not
be processed.

!

Definitions
Controlled Foreign Corporation
(CFC)
See section 957(a) for definition.

CFC Overlap Rules
A 10% U.S. shareholder (defined in section
951(b)) of a CFC that is also a PFIC that
includes in income its pro rata share of
subpart F income of the CFC generally will
not be subject to the PFIC provisions for the
same stock during the qualified portion of the
shareholder's holding period of the stock in
the PFIC. This exception does not apply to
option holders. For more information, see
section 1297(d).
Qualified portion of holding period. For
purposes of section 1297(d), the qualified
portion of the shareholder's holding period in
a corporation is the portion of the
shareholder's holding period:
That is after December 31, 1997, and
During which the shareholder is a U.S.
shareholder under section 951(b) and the
corporation is a CFC.
CFC Qualification Date. The CFC
qualification date is the first day on which the
qualified portion of the shareholder's holding
period in the Section 1297(e) PFIC begins,
as determined under section 1297(d).
Section 1297(e) PFIC. A foreign
corporation is a Section 1297(e) PFIC with
respect to a shareholder if:
1. The foreign corporation qualifies as a
PFIC under section 1297(a) on the first day
on which the qualified portion of the
shareholder's holding period in the foreign
corporation begins, as determined under
section 1297(d) (CFC overlap rule), and
2. The stock of the foreign corporation
held by the shareholder is treated as stock of
a PFIC, under section 1298(b)(1), because,
at any time during the shareholder's holding
period of the stock, other than the qualified

portion, the corporation was a PFIC that was
not a QEF.

Election Year
In the case of a former PFIC, the election
year is the taxable year of the electing
shareholder that includes the termination
date.
In the case of a Section 1297(e) PFIC, the
election year is the taxable year of the
electing shareholder that includes the CFC
qualification date.

Former PFIC

A foreign corporation is a former PFIC with
respect to the shareholder if the corporation
satisfies neither the income test nor the asset
test (described under the definition of PFIC
below), but whose stock, held by that
shareholder, is treated as stock of a PFIC,
under section 1297(b)(1), because at any
time during the shareholder's holding period
of the stock the corporation was a PFIC
(under the income or asset test of section
1297(a) described below) that was not a
qualified electing fund (QEF), and the
shareholder has not made a mark-to-market
election with respect to the PFIC.

Indirect shareholder

Generally, a U.S. person is an indirect
shareholder of a Section 1297(e) PFIC or a
former PFIC if it is:
1. A direct or indirect owner of a
pass-through entity that is a direct or indirect
shareholder of a Section 1297(e) PFIC or a
former PFIC,
2. A shareholder of a PFIC that is a
shareholder of a Section 1297(e) PFIC, or a
former PFIC,
3. A 50%-or-more shareholder of a
foreign corporation that is not a PFIC and
that directly or indirectly owns stock of a
Section 1297(e) PFIC or a former PFIC, or
4. A 50%-or-more shareholder of a
domestic corporation that owns a section
1291 fund.

Passive Foreign Investment
Company (PFIC)

A foreign corporation is a PFIC if it meets
either the income or asset test described
below.
1. Income test. 75% or more of the
corporation's gross income for its taxable
year is passive income (as defined in section
1297(b)).
2. Asset test. At least 50% of the
average percentage of assets (determined
under section 1297(e)) held by the foreign
corporation during the taxable year are
assets that produce passive income or that
are held for the production of passive
income.
Basis for measuring assets. When
determining PFIC status using the asset test,
a foreign corporation may use adjusted basis
if:

1. The corporation is not publicly traded
for the taxable year and
2. The corporation (a) is a CFC or (b)
makes an election to use adjusted basis.
Publicly traded corporations must use fair
market value when determining PFIC status
using the asset test.

Who May Make the Election

Look-thru rule. When determining if a
foreign corporation that owns at least 25%
(by value) of another corporation is a PFIC,
the foreign corporation is treated as if it held
a proportionate share of the assets and
received directly its proportionate share of
the income of the 25%-or-more owned
corporation.

Effect of Election

Qualified Electing Fund (QEF)

A PFIC is a QEF if the U.S. person who is a
direct or indirect shareholder of the PFIC
elects (under section 1295) to treat the PFIC
as a QEF. See the instructions for Form 8621
for more information.

Shareholder

A shareholder is a U.S. person that is a
direct or indirect shareholder of the foreign
corporation. See Indirect shareholder,
earlier, for definition.

This election may be made by a U.S. person
that is a shareholder of a foreign corporation
that is a former PFIC with respect to such
shareholder provided the foreign corporation
was a CFC during the last taxable year as a
PFIC.

A shareholder making this election is treated
as receiving a dividend of its pro rata share
of the post-1986 earnings and profits of the
former PFIC on the termination date. The
deemed dividend is taxed under section
1291 as an excess distribution, allocated
only to the days in the shareholder's holding
period during which the foreign corporation
qualified as a PFIC. For this purpose, the
shareholder's holding period ends on the
termination date. After the deemed dividend
election, the shareholder's stock is not
treated as stock in a PFIC.

Special Rules

Termination date

The termination date is the last day of the
last taxable year of the foreign corporation
during which it qualified as a PFIC under
section 1297(a).

Specific Instructions
Address and Identifying
Number
Address. Include the suite, room, or other
unit number after the street address. If the
Post Office does not deliver mail to the street
address and the shareholder has a P.O. box,
enter the box number instead.
Identifying number. Individuals should
enter a social security number or a taxpayer
identification number issued by the IRS. All
other entities must enter an employer
identification number.
Shareholder Contact Information. If the
person to contact with respect to Form
8621-A is the taxpayer, enter “Same” in the
entry space for the name. If the person to
contact with respect to Form 8621-A is a
person other than the taxpayer, enter the
information requested and attach Form
2848.

Part I. Elections
Election A. Late Deemed
Dividend Election With Respect
to a Former PFIC
This is a deemed dividend election under
section 1298(b)(1) that is made with respect
to a former PFIC after the time prescribed in
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Regulations section 1.1298-3(c)(4) has
elapsed.

For purposes of this election, the following
apply.
The basis of the shareholder's stock is
increased by the amount of the deemed
dividend. The manner in which the basis
adjustment is made depends on whether the
shareholder is a direct or indirect
shareholder. See Regulations section
1.1298-3(c)(6).
For purposes of the PFIC rules only, the
shareholder's new holding period begins on
the day following the termination date.
The term “post-1986 earnings and profits”
means the undistributed earnings and profits
of the PFIC (as of the close of the taxable
year that includes the termination date
without reduction for dividends distributed
during the taxable year) accumulated in tax
years beginning after 1986 during which the
CFC was a PFIC and while the shareholder
held the stock.

Line 3 Attachment
The shareholder must attach a statement to
Form 8621-A that shows the calculation of its
pro rata share of the post-1986 earnings and
profits of the former PFIC that is treated as
distributed to the shareholder on the
termination date. The post-1986 earnings
and profits may be reduced (but not below
zero) by the amount that the shareholder
satisfactorily shows was previously included
in its income or in the income of another U.S.
person. The shareholder shows this by
including in the statement mentioned above
the following information:
The name, address, and identifying
number of the U.S. person and the amount
that was included in income;
The tax year in which the amount was
previously included in income;

Instructions for Form 8621-A (Rev. 12-2013)

The provision of law under which the
amount was previously included in income;
A description of the transaction in which
the shareholder acquired the stock of the
former PFIC from the other U.S. person; and
The provision of law under which the
shareholder's holding period includes the
holding period of the other U.S. person.
For more information on making Election
A, see Regulations section 1.1298-3(c) and
Regulations section 1.1298-3(e).

How To Make the Election
To make this election, check box A in Part I
and complete Part II, lines 1, 2, and 3, and
Part IV.

Election B. Late Deemed Sale
Election With Respect to a
Former PFIC

This is a deemed sale election under section
1298(b)(1) that is made with respect to a
former PFIC after the time prescribed in
Regulations section 1.1298-3(b)(3) has
elapsed.

Who May Make the Election
This election may be made by a U.S. person
that is a shareholder of a former PFIC.

Effect of Election
A shareholder making this election is
deemed to have sold the former PFIC stock
on the termination date for its fair market
value. The gain from the deemed sale is
taxed under section 1291 as an excess
distribution received on the termination date.
After the deemed sale election, the
shareholder's stock is not treated as stock in
a PFIC.

Special Rules
For purposes of this election, the following
apply.
The basis of the shareholder's stock is
increased by the gain recognized on the
deemed sale. The manner in which the basis
adjustment is made depends on whether the
shareholder is a direct or indirect
shareholder. See Regulations section
1.1298-3(b)(5).
For purposes of the PFIC rules only, the
shareholder's new holding period of the
stock begins on the day following the
termination date.
The election may be made for stock on
which the shareholder will realize a loss, but
that loss cannot be recognized. In addition,
there is no basis adjustment for a loss.

How to Make the Election
To make this election, check box B in Part I
and complete Part II, lines 1, 2, and 4, and
Part IV. For more information regarding
making Election B, see Regulations section
1.1298-3(b) and Regulations section
1.1298-3(e).

Election C. Late Deemed
Dividend Election With Respect
To a Section 1297(e) PFIC
This is a deemed dividend election under
section 1298(b)(1) that is made by a
shareholder (defined earlier) with respect to
a Section 1297(e) PFIC that is also a CFC
after the time prescribed in Regulations
section 1.1297-3(c)(4) has elapsed.

Who May Make the Election
The election may be made by a shareholder
of a foreign corporation that is a Section
1297(e) PFIC with respect to that
shareholder.

Effect of Election
A shareholder making this election is treated
as receiving a dividend of its pro rata share
of the post-1986 earnings and profits of the
Section 1297(e) PFIC on the CFC
qualification date. The deemed dividend is
taxed under section 1291 as an excess
distribution, allocated only to the days in the
shareholder's holding period during which
the foreign corporation qualified as a PFIC.
For this purpose, the shareholder's holding
period ends on the day before the CFC
qualification date. After the deemed dividend
election, the shareholder's stock is not
treated as stock in a PFIC.

Special Rules
For the purpose of this election, the following
apply:
The basis of the shareholder's stock is
increased by the amount of the deemed
dividend. The manner in which the basis
adjustment is made depends on whether the
shareholder is a direct or indirect
shareholder. See Regulations section
1.1297-3(c)(6).
For purposes of the PFIC rules only, the
shareholder's new holding period begins on
the CFC qualification date.
The term “post-1986 earnings and profits”
means the undistributed earnings and profits
of the PFIC (as of the day before the CFC
qualification date) accumulated in taxable
years beginning after 1986 during which the
CFC was a PFIC and while the shareholder
held the stock.

Line 7 Attachment
The shareholder must attach a statement to
Form 8621-A that shows the calculation of its
pro rata share of the post-1986 earnings and
profits of the Section 1297(e) PFIC that is
treated as distributed to the shareholder on
the CFC qualification date. The post-1986
earnings and profits may be reduced (but not
below zero) by the amount that the
shareholder satisfactorily shows was
previously included in its income or in the
income of another U.S. person. The
shareholder shows this by including in the
statement mentioned above the following
information:

Instructions for Form 8621-A (Rev. 12-2013)

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The name, address, and identifying
number of the U.S. person and the amount
that was included in income;
The tax year in which the amount was
previously included in income;
A description of the transaction in which
the shareholder acquired the stock of the
Section 1297(e) PFIC from the other U.S.
person; and
The provision of law under which the
shareholder's holding period includes the
holding period of the other U.S. person.

How to Make the Election
To make this election, check box C in Part I
and complete Part III, lines 5, 6, and 7, and
Part IV.
For more information on making Election
C, see Regulations sections 1.1297-3(c) and
(e).

Election D. Late Deemed Sale
Election With Respect To a
Section 1297(e) PFIC

This is a deemed sale election under section
1298(b)(1) that is made with respect to a
Section 1297(e) PFIC after the time
prescribed in Regulations section
1.1297-3(b)(3) has elapsed.

Who May Make the Election
This election may be made by a U.S. person
that is a shareholder of a foreign corporation
that is a section 1297(e) PFIC with respect to
such shareholder.

Effect of Election
A shareholder making this election is
deemed to have sold the Section 1297(e)
PFIC stock on the CFC qualification date for
its fair market value. The gain from the
deemed sale is taxed under section 1291 as
an excess distribution received on the CFC
qualification date. After the deemed sale
election, the shareholder's stock is not
treated as stock in a PFIC.

Special Rules
For purposes of this election, the following
apply.
The basis of the shareholder's stock is
increased by the gain recognized on the
deemed sale. The manner in which the basis
adjustment is made depends on whether the
shareholder is a direct or indirect
shareholder. See Regulations section
1.1297-3(b)(5).
For purposes of the PFIC rules only, the
shareholder's new holding period begins on
the CFC qualification date.
The election may be made for stock on
which the shareholder will realize a loss, but
that loss cannot be recognized. In addition,
there is no basis adjustment for a loss.

How To Make the Election
To make this election, check box D in Part I
and complete Part III, lines 5, 6, and 8, and
Part IV.
For more information on making Election
D, see Regulations sections 1.1297-3(b) and
(e).

Part IV. Computation of
Tax and Interest Due
Line 9a

Enter the amount treated as an excess
distribution under the deemed dividend or
deemed sale election. This amount is:
In the case of a former PFIC making a
deemed dividend election, the amount on
line 3 of Part II.
In the case of a former PFIC making a
deemed sale election, the amount on line 4
of Part II.
In the case of a Section 1297(e) PFIC
making a deemed dividend, the amount on
line 7 of Part III.
In the case of a Section 1297(e) PFIC
making a deemed sale election, the amount
on line 8 of Part III.

Lines 9b and 10

Determine the allocation of the excess
distribution to all applicable taxable years on
a separate sheet and attach it to Form
8621-A. Divide the amount on line 9a by the
number of days in your holding period. The
holding period of the stock is treated as
ending on:
The termination date, in the case of a
former PFIC making a deemed sale or
deemed dividend election;
The CFC qualification date, in the case of
a Section 1297(e) PFIC making a deemed
sale election; and
The day before the CFC qualification date,
in the case of a Section 1297(e) PFIC
making a deemed dividend election.
Determine the amount allocable to each
tax year in your holding period by adding the
amounts allocated to the days in each such
tax year. Then:
Add the amounts allocated to the tax
years before the foreign corporation became
a PFIC (pre-PFIC years) and amounts
allocated to the election year. Enter the sum
on line 10.
With respect to the amounts allocated to
each tax year in your holding period other
than the election year and the pre-PFIC
years, see the instructions for line 14.

Lines 11 and 12

The shareholder's income tax liability is
generally the amount shown on the “total tax”
line of the return.

Line 14

Determine the increase in tax for each tax
year in your holding period other than the
election year and pre-PFIC years (i.e., for
each PFIC year). An increase in tax is

determined for each PFIC year by multiplying
the part of the distribution or disposition
allocated to each year (see Lines 9b and 10,
earlier) by the highest rate of tax under
section 1 or section 11, whichever applies, in
effect for that tax year. Add the increases in
tax computed for all PFIC years. Enter the
aggregate increases in tax (before credits)
on line 14.

Line 15

To figure the foreign tax credit, figure the
total creditable foreign taxes attributable to
the excess distribution (line 9a) amount. This
amount includes, for 10% or greater
corporate shareholders, any taxes deemed
paid under section 902. Both the direct and
indirect foreign taxes must be creditable
under general foreign tax credit principles
and the shareholder must choose to claim
the foreign tax credit.
The excess distribution taxes (the
creditable foreign taxes attributable to an
excess distribution) are allocated in the
same manner as the excess distribution is
allocated. See the instructions for Lines 9b
and 10 and Line 14, earlier. Those taxes
allocated to pre-PFIC tax years and the
election year are taken into account for the
election year under the general rules of the
foreign tax credit.

Identifying number. Individuals should
enter a social security number or a taxpayer
identification number issued by the IRS. All
other entities must enter an employer
identification number.

If the shareholder is making a late deemed
sale election with respect to a former PFIC or
a Section 1297(e) PFIC (Election B or D) the
shareholder is required to complete the
balance sheet on page 4 of Form 8621-A.

When you dispose of PFIC stock, the
above foreign tax credit rules apply only to
the part of the gain that, without regard to
section 1291, would be treated under section
1248 as a dividend.

Line 16

This amount is the aggregate increases in
taxes on the excess distribution within the
meaning of section 1291(c)(2).

Line 17

Compute the interest on each net increase in
tax for the period beginning on the due date
(without regard to extensions) of your
income tax return for the tax year to which an
increase in tax is attributable and ending with
the due date (without regard to extensions)
of your income tax return for the election
year.
The line 18 subtotal represents all amounts
due as of the due date (without regard to
extensions) of the shareholder's income tax
return for the election year. The shareholder
making the late deemed dividend or late
deemed sale election must pay additional
interest on the amount on line 18 from the
due date (without regard to extensions) of its
income tax return for the election year up to
and including the date the Form 8621-A and
payment are filed with the IRS. Include this
interest amount on line 19.

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If the election year is a closed taxable year,
file the closing agreement on page 3 of the
form in duplicate. Both copies must contain
original signatures. Photocopies of
signatures are not acceptable. The closing
agreement on page 3 of the actual form you
file is the IRS copy. The photocopy of the
closing agreement that you attach to the
4-page form is the taxpayer copy. Write
“Taxpayer Copy” in the upper margin of this
copy. File the taxpayer copy as the first
attachment after the 4-page form. The
taxpayer copy will be returned to you after an
authorized IRS official has signed it.

Balance Sheet

The excess distribution taxes allocated to
a PFIC year only reduce the increase in tax
figured for that tax year (but not below zero).
No carryover of any unused excess
distribution taxes is allowed.

Lines 18 and 19

Closing Agreement

Note. If the PFIC uses the U.S. dollar
approximate separate transactions method
of accounting (DASTM), the balance sheet
should be prepared and translated into U.S.
dollars according to Regulations section
1.985-3(d), rather than U.S. GAAP.

Line 11
You must attach to Form 8621-A a written
narrative for each intangible asset describing
how the asset valuation was determined.
This narrative must include all pertinent
valuation information including whether the
valuation was done by a third party. If the
valuation was done by a third party, include
the name and business address of that third
party in the narrative.
Disclosure, Privacy Act, and Paperwork
Reduction Act Notice. We ask for the
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Internal Revenue laws of the United States.
Sections 6001, 6011, 6012(a), 6103, and
6109, and their regulations, require you to
provide this information. We need this
information to ensure that you are complying
with the Internal Revenue laws and to allow
us to figure and determine the right amount
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You must fill in all parts of the tax form
that apply to you. If you do not file a return
under circumstances requiring its filing, do
not provide the information we ask for, or
provide fraudulent information, you may be
charged penalties and be subject to criminal
prosecution. Section 6109 requires return
preparers to provide their identifying
numbers on the return.
Generally, tax returns and return
information are confidential, as required by
section 6103. However, section 6103 allows

Instructions for Form 8621-A (Rev. 12-2013)

or requires the Internal Revenue Service to
disclose or give the information shown on
your tax return to others as described in the
Code. For example, we may disclose your
tax information to the Department of Justice
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The time needed to complete and file this
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circumstances. The estimated burden for
individual taxpayers filing this form is
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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.
Recordkeeping . . . . . . . . . 22 hr., 43 min.
Learning about the law or
the form . . . . . . . . . . . . . . 10 hr., 43 min.
Preparing the form . . . . . . 27 hr., 24 min.
Sending the form to the
IRS . . . . . . . . . . . . . . . . . 4 hr., 33 min.

Instructions for Form 8621-A (Rev. 12-2013)

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If you have comments concerning the
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Constitution Ave. NW, IR-6526, Washington,
DC 20224. Do not send the tax form to this
office. Instead, see Where To File, earlier.