8023 Instructions for Form 8023

Instructions for Form 8023

Department of the Treasury
Internal Revenue Service

(Rev. October 2023)

Elections Under Section 338 for Corporations Making Qualified Stock Purchases
Section references are to the Internal Revenue Code
unless otherwise noted.

by all of the shareholders of the target, including
shareholders who do not sell target stock in the QSP.

Future Developments

When and Where To File

For the latest information about developments related to
Form 8023 and its instructions, such as legislation
enacted after they were published, go to IRS.gov/
Form8023.

What’s New

To more quickly and accurately process information
submitted to the IRS, the IRS is incorporating 2D barcode
technology and providing faster, more convenient
submission channels like electronic fax. Form 8023 was
selected by the IRS Digital Mobile and Adaptive Forms
team for 2D barcode redesign. The redesigned form
includes minor changes and barcode enhancements on
pages 1 and 2, and new page 3. This will improve intake
and ingest form data digitally, decreasing processing time.

General Instructions
Purpose of Form

Use Form 8023 to make elections under section 338 for a
corporation (the “target” corporation) if the purchasing
corporation has made a qualified stock purchase (QSP) of
the target corporation.
If a section 338(g) election is made for the target, the
target is treated for purposes of subtitle A of the Code as
having sold all of its assets on the acquisition date and
then as having purchased the assets as a new corporation
(“new” target) on the day after the acquisition date. For
periods on or before the acquisition date, the target is
sometimes referred to as the “old” target. In addition, the
target must recognize gain or loss on the deemed sale of
its assets.

If a section 338(h)(10) election is made for the target,
the target is generally treated as making the deemed sale
and liquidating. The treatment of the target shareholders
is generally consistent with the sale and liquidation
treatment. A section 338(h)(10) election cannot be made
for a target corporation unless it is acquired from a selling
consolidated group, a selling affiliate (as defined in
Regulations section 1.338(h)(10)-1(b)(3)), or an S
corporation shareholder (or shareholders).

Who Must File

Generally, a purchasing corporation must file Form 8023
for the target. If a section 338(h)(10) election is made for a
target, Form 8023 must be filed jointly by the purchasing
corporation and the common parent of the selling
consolidated group (or the selling affiliate or an S
corporation shareholder(s)). If the target is an S
corporation, a section 338(h)(10) election must be made
Aug 24, 2023

File Form 8023 by the 15th day of the 9th month after the
acquisition date to make a section 338 election for the
target corporation. In the case of a foreign purchasing
corporation, see Special Instructions for Foreign
Purchasing Corporation, later.

For electronic fax (only to be used for Form 8023 and
related attachments; other items will not be processed). Please fax to 844-253-9765 (this is toll free).
The fax cover sheet should include the following.
• Subject: Form 8023.
• Sender's name, title, phone number, and street
address.
• Date.
• Number of pages faxed (including cover sheet).
Do not include sensitive information on the cover
sheet, such as employer identification number (EIN) or
social security number (SSN). Fax may not exceed 100
pages. If you do not have access to electronic fax, mail
your completed Form 8023 to:
Internal Revenue Service
OTSA Mail Stop 4916
1973 Rulon White Blvd.
Ogden, UT 84201

Elections for Multiple Targets
One Form 8023 (rather than multiple forms) may be used
for targets that meet the following three requirements.
1. Each has the same acquisition date.
2. Each was a member of the same affiliated group
(defined below) immediately before the acquisition date.
3. Each is a member of the same affiliated group
immediately after the acquisition date.
All of the information that would be required for the
additional targets if a separate Form 8023 were filed must
be provided for that target in schedules attached to the
form. If a form is used to make an election under section
338 for more than one target, check the box on line 9. In
an attached schedule, provide the information requested
in Sections A-1, A-2, B, C, and D for each target
corporation other than the one shown in Section B of the
form. In the schedule, also state which elections are made
for each target (that is, information corresponding to lines
6, 7, 8, and 9 of Section E). Include the appropriate
signature or signature attachment for each target. See
Signature(s), later.
One special instruction applies to section 338 elections
for lower-tiered targets, whether one or more Forms 8023

Cat. No. 24987I

requested on this form for each purchasing corporation
other than the one listed in Section A-1. Also provide a
schedule that lists which target stock was acquired by
each purchasing corporation.

are filed to make the elections. If, for example, P
purchases target A, target A owns target B, and P makes
a section 338 election for target A, this results in a
deemed QSP of target B. To make an election for target B,
complete and sign Form 8023 as if the purchasing
corporation(s) of the directly purchased target were the
purchasing corporation(s) of the lower-tiered target.

Section A-2—Common Parent of the
Purchasing Corporation
If the purchasing corporation is a member of a
consolidated group, complete Section A-2.

Definitions

Section C—Common Parent of Selling
Consolidated Group, Selling Affiliate,
S Corporation Shareholder, or U.S.
Shareholder

Qualified stock purchase (QSP). A QSP is the
purchase of at least 80% of the total voting power and
value of the stock of a corporation by another corporation
during a 12-month acquisition period. Preferred stock (as
described in section 1504(a)(4)) is not included in
computing voting power or value. See section 338(h)(3)
for the definition of “purchase.”

If Form 8023 is filed to make a section 338(h)(10) election
for a target that is an S corporation, the information
requested in Section C must be provided for each
shareholder of the S corporation target. Attach a schedule
with respect to the other shareholders. If Form 8023 is
filed to make a section 338 election for a target that is or
was a controlled foreign corporation (CFC), enter in
Section C the name of the U.S. shareholder that owned
the largest percentage (by value) of the target's stock
immediately before the acquisition date. If two or more
U.S. shareholders acquired equal amounts of target stock,
enter the name of any one of them in Section C. On an
attached schedule, provide the information requested on
this form for each U.S. shareholder other than the one
listed in Section C. If a U.S. shareholder is a member of a
consolidated group other than the common parent, also
provide the name and EIN for the common parent of the
U.S. shareholder's group.

Acquisition date. This is the first day on which a QSP
has occurred.
12-month acquisition period. This is generally the
12-month period beginning with the first acquisition by
purchase of stock included in the QSP. See section 338(h)
(1) for additional rules. Also see Regulations section
1.338-8(j)(2).
Affiliated group. This is an affiliated group as defined in
section 1504(a), determined without regard to the
exceptions contained in section 1504(b).

Specific Instructions
Employer identification number (EIN). An EIN must be
included for each corporation identified in Section A-1,
A-2, B, or C or on attached schedules. An EIN is not
required if the corporation does not have, and is not
otherwise required to have, an EIN.

Line 4b. Identifying numbers. Enter the SSN for an
individual. Enter the EIN for a corporation.

Section E—Elections Under Section
338

Tax year ending. The tax year ending date of any
corporation is determined without regard to any QSP.
Country of incorporation. When identifying the country
of incorporation, include political subdivisions, if any.

Line 8. Gain recognition election. If a gain recognition
election is made for a target, it applies to the purchasing
corporation and all members of its affiliated group that
hold nonrecently purchased target stock (that is, stock in
the target acquired prior to the 12-month acquisition
period). See Regulations section 1.338-5(d). If a section
338(h)(10) election is made for a target, a gain recognition
election is deemed made by each purchasing group
member.
If a gain recognition election is actually made (not
deemed made) for a target corporation, attach a schedule
providing the target corporation's name and the name,
address, and EIN of each purchasing group member
holding nonrecently purchased stock. The schedule must
also contain the following declaration (or a substantially
similar declaration): “EACH CORPORATION HOLDING
STOCK SUBJECT TO THIS GAIN RECOGNITION
ELECTION AGREES TO REPORT ANY GAIN UNDER
THE GAIN RECOGNITION ELECTION IN ITS FEDERAL
INCOME TAX RETURN (INCLUDING AN AMENDED
RETURN, IF NECESSARY) FOR THE TAX YEAR IN
WHICH THE ACQUISITION DATE OF THE TARGET
OCCURS.”

Foreign Entity
If the purchasing corporation is a foreign entity, check the
box in Section A-1.
If the common parent of the purchasing corporation is a
foreign entity, check the box in Section A-2.
If the target corporation is a foreign entity, check the
box in Section B.
If the common parent of the selling consolidated group,
selling affiliate, S corporation shareholder, or U.S
shareholder is a foreign entity, check the box in Section C.

Section A-1—Purchasing Corporation

If more than one member of an affiliated group purchases
stock of the target corporation listed in Section B (or
identified on an attached schedule), enter in Section A-1
the name of the corporation that acquired the largest
percentage (by value) of the target's stock in the QSP. If
two or more affiliates acquired equal amounts of target
stock, insert the name of any one of them in Section A-1.
On an attached schedule, provide the information

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Instructions for Form 8023 (Rev. 10-2023)

shareholder specified in the statement is correct. Write
“See attached” in the signature area of Form 8023.
As an alternative to a jointly signed statement, the
shareholder signatures may be shown on separate
statements attached to Form 8023. If a U.S. shareholder is
not an individual or does not have delegated authority to
sign the statement, the person signing must state under
penalties of perjury that he or she is authorized to sign the
statement for the U.S. shareholder. File Form 8023 for the
foreign purchasing corporation's tax year that includes the
acquisition date.

The schedule must be signed on behalf of each
purchasing group member holding nonrecently purchased
target stock by a person who states under penalties of
perjury that he or she is authorized to act on behalf of the
corporation.
A gain recognition election for the target also applies to
any target affiliate that has the same acquisition date as
the target and for which a section 338 election is made.
Attach a schedule with the information requested above
for each such target affiliate.

Signature(s)

Form 8883. Each U.S. shareholder must also file Form
8883, Asset Allocation Statement Under Section 338, with
Form 5471. See the Instructions for Form 8883.

If the common parent of a consolidated group is the agent
of the purchasing corporation under Regulations section
1.1502-77, the person authorized to sign the statement of
section 338 election is the person authorized to act on
behalf of that common parent.

When to file. Special rules may apply to foreign
purchasing corporations. The time during which a
qualifying foreign purchasing corporation may make a
section 338 election for a qualifying foreign target is
described in Regulations section 1.338-2(e)(1).

If a QSP of a target corporation is made by two or more
corporations that are members of the same affiliated (but
not consolidated) group, Form 8023 must be signed by a
person authorized to sign on behalf of each corporation.

Special Instructions for Foreign Targets

Unless otherwise specifically noted, the general rules and
requirements in these instructions apply to foreign targets.

If a section 338(h)(10) election is made for an S
corporation, Form 8023 must be signed by each S
corporation shareholder regardless of whether the
shareholder sells his or her interest in target stock in the
QSP.

A section 338 election will not be valid for a target that
is a CFC, a passive foreign investment company, or a
foreign personal holding company unless affected U.S.
persons who own stock in these targets are notified in
writing, according to Regulations section 1.338-2(e)(4).

If multiple signatures are required, the signatures must
be provided on a “SIGNATURE ATTACHMENT” to the
form under the appropriate “declaration under penalties of
perjury” (this is the statement that appears on Form 8023
immediately above the relevant signature line). Write “See
attached” in the signature area of the Form 8023.

Form 8883. Each U.S. shareholder must also file Form
8883 with Form 5471. See the Instructions for Form 8883.
Attachments. Attach a schedule listing the date of each
purchase of foreign target stock, each purchaser's name,
the percentage purchased by each purchaser, and the
name and place of incorporation of any selling entities. If
affected U.S. persons owning stock in the target are
notified, attach a schedule containing the name and EIN
or SSN of each U.S. person.

Special Instructions for Foreign
Purchasing Corporations

Unless otherwise specifically noted, the general rules and
requirements in these instructions apply to foreign
purchasing corporations.

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.

Who must file. Generally, the purchasing corporation
must file Form 8023. However, the U.S. shareholders of
controlled foreign purchasing corporations described in
Regulations section 1.338-2(e)(3) may make the section
338 election for the purchasing corporation. The
shareholders may make this election only if the
purchasing corporation is not required under Regulations
section 1.6012-2(g) to file a U.S. income tax return for the
tax year that includes the acquisition date.
Each U.S. shareholder must also attach Form 8023 to
the Form 5471, Information Return of U.S. Persons With
Respect to Certain Foreign Corporations, filed for the
purchasing corporation for the tax year that includes the
acquisition date.
To make this election, complete Form 8023 and attach
a statement to the form showing the name, address,
identifying number, country in which organized, and stock
interest of each U.S. shareholder. The statement must be
signed by each U.S. shareholder. When signing the
statement, each U.S. shareholder must state under
penalties of perjury that the stock interest for that
Instructions for Form 8023 (Rev. 10-2023)

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
burden for business taxpayers filing this form is approved
under OMB control number 1545-0123 and is included in
the estimates shown in the instructions for their business
income tax return.
If you have comments concerning the accuracy of
these time estimates or suggestions for making this form
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simpler, we would be happy to hear from you. You can
send us comments from IRS.gov/FormComments. Or
write to the Internal Revenue Service, Tax Forms and
Publications Division, 1111 Constitution Ave. NW,

IR-6526, Washington, DC 20224. Do not send Form 8023
to this address. Instead, see When and Where To File,
earlier.

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Instructions for Form 8023 (Rev. 10-2023)