Fillable Form 8806

What is Form 8806?

Form 8806, Information Return for Acquisition or Substantial Change in Capital Structure, is an Internal Revenue Service (IRS) form that is filed by either reporting or acquiring corporations to report acquisition of control or a substantial change in the capital structure of a domestic 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. An acquiring corporation, in contrast, 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. Either of them must file IRS Form 8806 under certain circumstances.

Who needs to use Form 8806?

A reporting corporation is required to file IRS Form 8806 if the reporting corporation or any shareholder is required to recognize any gain as a result of applying 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 does not file IRS tax form Form 8806, then the acquiring corporation must file the 8806 form.

How to fill out Form 8806?

Tax form 8806 is a very simple form to fill out. Make sure to download it in PDF format to ensure that its format and all information entered remain intact regardless of how it is opened or submitted. It may also be beneficial to have the relevant documents prepared to make sure that all information entered is updated and correct.

If more information on the form is needed, you may consult the instructions for Form 8806 on pages 2 and 3 of this form.

Part I - Reporting Corporation

Line 1a - Name of Reporting Corporation

Enter the reporting corporation’s name.

Line 1b - Address of Reporting Corporation

Enter the reporting corporation’s address.

Line 1c - Employer Identification Number of Reporting Corporation

Enter the reporting corporation’s Employer Identification Number (EIN).

Line 2a - Name of Reporting Corporation’s Common Parent

Enter the name of the reporting corporation’s common parent, if any.

Line 2b - Address of Common Parent of Reporting Corporation

Enter the address of the reporting corporation’s common parent, if any.

Line 2c - EIN of Reporting Corporation’s Common Parent

Enter the EIN of the reporting corporation’s common parent, if any.

Part II - Acquiring Corporation

Line 3a - Name of Acquiring Corporation

Enter the acquiring corporation’s name.

Line 3b - Address of Acquiring Corporation

Enter the acquiring corporation’s address.

Line 3c - Employer Identification Number of Acquiring Corporation

Enter the acquiring corporation’s Employer Identification Number (EIN).

Line 3d - Acquiring Corporation Status prior to Transaction

Check “Yes” if the acquiring corporation was newly formed prior to its involvement in the transaction. Otherwise, check “No”.

Line 4a - Name of Acquiring Corporation’s Common Parent

Enter the name of the acquiring corporation’s common parent, if any.

Line 4b - Address of Common Parent of Acquiring Corporation

Enter the address of the acquiring corporation’s common parent, if any.

Line 4c - EIN of Acquiring Corporation’s Common Parent

Enter the EIN of the acquiring corporation’s common parent, if any.

Part III - Information About Acquisition of Control or Substantial Change in Capital Structure

Line 5a - Date of Transaction(s)

Enter the date of the transaction(s) that resulted in the acquisition of control or substantial change in capital structure.

Line 5b - Description of Transaction(s)

Enter a short description of the transaction(s) in the space provided. You may use an extra sheet of paper as needed.

Line 6a - Stock or Other Property Received

Check “Yes” if the reporting corporation’s shareholders received 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” is checked, proceed to Lines 6b and 6c. Otherwise, check “No”.

Line 6b - Fair Market Value of Stock or Other Property Received

Enter the fair market value of the stock or property received.

Line 6c - Description of Stock or Other Property Received

Enter a short description of the stock or other property received in the space provided. You may use an extra sheet of paper as needed.

Signature of Officer

Have the officer of the corporation filing this form enter their signature in the space provided.

Date

Enter the date that the form was signed.

Paid Preparer Use Only

Preparer’s Name

Enter the name of the preparer.

Preparer Signature

Have the preparer sign the form in the space provided.

Date

Enter the date that the preparer signed the form.

Self-employed

Check the box provided if the preparer is self-employed.

Preparer Tax Identification Number

Enter the preparer’s Preparer Tax Identification Number (PTIN).

Firm Name

Enter the name of the firm that the preparer works for, if applicable.

Firm EIN

Enter the firm’s EIN, if applicable.

Firm Address

Enter the firm’s number, street, city or town, county or state, country, and ZIP code, if applicable.

Phone Number

Enter the preparer’s primary phone number.

Part IV - Consent Election

If the reporting corporation consents 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), check “Yes”. Otherwise, check “No”.

Signature of Officer

Have the officer of the corporation filing this form enter their signature in the space provided.

Date

Enter the date that the form was signed.

Title

Enter the title of the officer signing this form.

Tips when filling out Form 8806

While the IRS 8806 form is very simple to fill out, it is important to make sure that all information entered is accurate and complete, so it may be beneficial to double-check the form after it has been accomplished.

Make sure all information entered is correct, and that the form is submitted to the appropriate place on time. This will help avoid any legal consequences for submitting the wrong information to the IRS and ensure that filing the form goes smoothly.

Practice good contract management. Make sure to keep a copy of the form in a safe and organized area, or even copy it again in order to be doubly sure that you have a backup in case the original is damaged in some way. This will be useful for possible legal purposes in the future, or even simply as a record.