8937 Instructions for Form 8937

Instructions for Form 8937
(Rev. December 2017)

Department of the Treasury
Internal Revenue Service

Report of Organizational Actions Affecting Basis of Securities
Section references are to the Internal Revenue Code unless
otherwise noted.

Future Developments

For the latest information about developments related to
Form 8937 and its instructions, such as legislation enacted
after they were published, go to IRS.gov/Form8937.

General Instructions
Who Must File

File Form 8937 if you are an issuer of a specified security that
takes an organizational action that affects the basis of that
security. A specified security is:
Any share of stock in an entity organized as, or treated for
federal tax purposes as, a corporation;
Any interest treated as stock, including, for example, an
American Depositary Receipt;
An option, warrant, or stock right described in Regulations
section 1.6045-1(m)(2);
A securities futures contract; or
A debt instrument (other than a debt instrument subject to
section 1272(a)(6) or a short-term obligation).
File Form 8937 when an organizational action affects the
basis of holders of a security or holders of a class of the
security. For example, you must file Form 8937 if you make a
nontaxable cash distribution to shareholders or if you make a
nontaxable stock distribution to shareholders, including a
stock split. In addition, if a conversion rate adjustment on a
convertible debt instrument results in a distribution under
section 305(c) (for example, because of a cash distribution to
shareholders), you must file Form 8937 if the adjustment
occurs after December 31, 2015. Do not file Form 8937 if you
distribute stock to someone exercising a previously granted
right to purchase stock. While this action bears on the basis
of the stock being distributed, it does not affect the basis of
stock held by others. You must instead report the basis of the
stock being distributed when you purchase back or transfer
custody of the stock. You do not need to file Form 8937 for
an initial public offering or an issuance of a debt instrument.
However, you may need to file Form 8937 for an issuance of
a debt instrument in a recapitalization, including a
recapitalization resulting from a significant modification or a
bankruptcy reorganization.
Do not report a distribution on Form 8937 if the distribution
is reportable as a dividend on Form 1099-DIV.
The requirement to file Form 8937 applies to both
domestic and foreign issuers of securities if the security is
owned by U.S. taxpayers, either directly or as a depositary
receipt.
This filing requirement applies to organizational actions
occurring after 2010 for a specified security as follows.
Organizational actions occurring after 2010 affecting stock
other than regulated investment company stock.
Organizational actions occurring after 2011 affecting
regulated investment company stock.
Organizational actions occurring after 2013 affecting
options, warrants, or stock rights.
Aug 31, 2017

Organizational actions occurring after 2013 affecting
securities futures contracts.
Organizational actions occurring after 2013 affecting fixed
yield, fixed term debt instruments described in Regulations
section 1.6045-1(n)(2)(i) (other than debt instruments
described in Regulations section 1.6045-1(n)(2)(ii)).
Organizational actions occurring after 2015 affecting debt
instruments described in Regulations section 1.6045-1(n)(3)
(for example, a variable rate debt instrument, a contingent
payment debt instrument, a convertible debt instrument, a
payment-in-kind debt instrument, or an inflation-indexed debt
instrument).

Exceptions
Public reporting. You are not required to file Form 8937
with the IRS if, by the due date, you post a completed and
signed Form 8937 in a readily accessible format in an area of
your primary public website dedicated to this purpose and
you keep it accessible to the public on this website or the
primary website of any successor organization for 10 years.
You may electronically sign the Form 8937 that is posted to
your website as long as you identify the individual who is
signing the penalties of perjury declaration.
Exempt recipients. No reporting is required if you
determine that all the holders of the security are exempt
recipients, including C corporations, charitable organizations,
foreign holders, IRAs, Archer MSAs, health savings accounts
(HSAs), the United States, a state, or political subdivisions,
as defined in Regulations section 1.6045B-1(b)(5).
Certain money market funds. No reporting is required by
a regulated investment company (RIC) that can hold itself out
as a money market fund under Rule 2a-7 under the
Investment Company Act of 1940.

Special Rules
S corporations. If an S corporation reports the effect of any
organizational action affecting the basis of its stock on a
Schedule K-1 (Form 1120S) timely filed for each shareholder
and timely gives a copy to all proper parties, no Form 8937 is
required to be filed with regard to that organizational action.
Certain RICs and REITs. A regulated investment company
(RIC) or a real estate investment trust (REIT) that reports
undistributed capital gains to shareholders on Form 2439 can
satisfy the organizational action reporting requirements for
those undistributed gains if the RIC or REIT timely files and
gives Form 2439 to all proper parties for the organizational
action. RICs, REITs, and brokers holding custody of RIC and
REIT stock must then adjust basis in accordance with the
information reported on Form 2439.

When To File

Form 8937 must be filed with the IRS on or before the 45th
day following the organizational action or, if earlier, January
15 of the year following the calendar year of the
organizational action. You may file the return before the
organizational action if the quantitative effect on basis is

Cat. No. 57457H

it is shown that the failure is due to reasonable cause and not
willful neglect. See sections 6721 through 6724.

determinable. For purposes of determining this deadline, a
redemption occurs on the last day a holder may redeem a
security.

Acquiring and successor entities. An acquiring or
successor entity of an issuer must satisfy these reporting
obligations if the issuer has not done so. If neither the issuer
nor the acquiring or successor entity satisfies the reporting
obligations, both are jointly and severally liable for any
applicable penalties.

To report the quantitative effect on basis by the due
TIP date, you may make reasonable assumptions about
facts that cannot be determined before the due date.
You must file a corrected return within 45 days of determining
facts that result in a different quantitative effect on basis from
what was previously reported. For additional information, see
Regulations sections 1.6045B-1(a)(2)(ii) and 1.6045B-1(g),
Example 2.

Specific Instructions
Part I

Where To File

Boxes 1 and 2. Enter the issuer's name and employer
identification number (EIN).

Send Form 8937 to Department of the Treasury, Internal
Revenue Service, Ogden, UT 84201-0054.

Boxes 3, 4, 5, 6, and 7. Enter the name, telephone number,
email address, and mailing address of a contact person.

Issuer Statements

If you are required to file Form 8937, you must give a copy of
Form 8937 to each security holder of record as of the date of
the organizational action and all subsequent holders of
record up to the date you give the copy of Form 8937. If you
record the security on your books in the name of a nominee,
you must give the copy of Form 8937 to the nominee in lieu of
the holder. However, if you, your agent, or a plan you operate
is listed as the nominee, you must give the copy of Form
8937 to the holder.
You are considered to have given a copy of Form 8937 to
all holders and nominees if you post a completed Form 8937
to your primary public website under the rules listed under
Public reporting, earlier.
You are not required to, but may, give a copy of Form
8937 to a holder or nominee if the holder is an exempt
recipient. See Exempt recipients, earlier.
You may give holders and nominees a written statement
instead of a copy of Form 8937. The written statement must
include the same information as provided on Form 8937 and
must indicate that the information is being reported to the
IRS.

Boxes 8, 9, 10, 11, 12, and 13. For each security involved
in the organizational action, enter the requested information.
Complete all boxes that apply.
Note. If a box does not apply, leave it blank.
In box 9, enter the classification of the security (such as
stock) and include any description about the class of security
affected.

Part II

For each security involved in the organizational action, enter
the requested information.
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.

Time for furnishing statements. You must give holders or
nominees an issuer statement on or before January 15 of the
year following the calendar year of the organizational action.
For purposes of determining this deadline, a redemption
occurs on the last day a holder may redeem a security. You
can give an issuer statement before the organizational action
if you have determined the quantitative effect on basis. If you
file a corrected Form 8937 with the IRS, you must give a
corrected issuer statement by the later of the January 15 due
date above or 45 days after you determine the facts that
result in a different quantitative effect on basis from what was
previously reported.

The time needed to complete and file this form will vary
depending on individual circumstances. The estimated
average time is:

Penalties

Learning about the law or the form . . . . . . .

35 min.

Preparing the form . . . . . . . . . . . . . . . . .

40 min.

Recordkeeping . . . . . . . . . . . . . . . . . . .

2 hr., 52 min.

Agents. An issuer may use an agent, including a depositary,
to satisfy these reporting requirements. However, the issuer
remains liable for any penalty for any failure to comply unless

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Instructions for Form 8937 (December 2017)