Independent form guide. BrieflyGo is not affiliated with or endorsed by IRS, USCIS, SSA, DOL, or any U.S. government agency. Official forms are sourced from public government websites.
Official form guide
Form 1099-CAP: Changes in Corporate Control and Capital Structure
IRS Form 1099-CAP is used to report Changes in Corporate Control and Capital Structure by a domestic corporation that must file Form 8806. If the transaction involves stock valued at less than $100 million, filing may not be required.
Need help with Form 1099-CAP?
Open it in the AI Editor for field guidance, checks, and PDF export.
Need help? AI Editor guides you through every field of Form 1099-CAP.
Start filling →Form Overview
IRS Form 1099-CAP - Changes in Corporate Control and Capital Structure
IRS Form 1099-CAP is used to report Changes in Corporate Control and Capital Structure by a domestic corporation that must file Form 8806. If the transaction involves stock valued at less than $100 million, filing may not be required.
Risk Radar
Scan points- 1Do not omit reporting the FMV of stock if you cannot reasonably determine that receipt will cause no gain.
- 2Filing without furnishing a statement to the shareholder when required by Form 1099-CAP.
- 3Claiming a loss based on the amount listed in box 2 of Form 1099-CAP (Rev. 4-2025).
- 4Failing to file electronically, which is part of the requirement for failure penalties.
- 5Not reporting if the transaction involves acquisition of control within an affiliated group.
Plain English
This form informs the IRS about major shifts in how a company is run or what its ownership structure looks like. It documents events like when control changes hands or when capital structure undergoes a substantial change. The corporation must file this to keep tax records accurate for shareholders and the government.
Submission Date
- Filing date: 2025-03-20 22:10:18
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
AI co-pilot
Fill it faster. Catch mistakes before you file.
What this form is for
- Use this form when a broker holds shares in a corporation and engages in a transaction of acquisition of control or substantial change in capital structure, provided the customer is not an exempt recipient.
- Do not use Form 1099-CAP when the transaction does not meet the criteria for control (ownership of $\ge$50% voting power or value) or substantial change in capital structure.
- Check Form 8806 instead when determining if filing is required, as this form relates to the general requirement for reporting changes in corporate control.
Form selector
Use this form or another form?
Acquisition of stock under a Section 338 election
The acquisition must be treated as an acquisition of stock and not assets, per Form 1099-CAP instructions.
✓ Check the specific section in Form 8023.
Transaction involves substantial change but less than $100 million cash/property provided
The transaction still requires filing if a gain is recognized under Section 367(a).
✓ Verify the criteria on Instructions p.2.
Not stated in the official source
Determining control based on constructive ownership of stock
Section 318(a) applies for determining control, and details are in Form 8806.
✓ Review the definitions provided in Form 8806.
Form 8806 / Regulations §1.6043-4
Deadline or filing window
A corporation must file Form 1099-CAP when it is required to report an acquisition of control or substantial change in capital structure. The penalty for failure applies daily under section 6652(l). There is no specific extension mentioned, but general instructions cover weekend/holiday adjustments.
Checklist
What you need before filling it out
Control Definition
Ownership of $\ge$50% voting power or value · Instructions p.2
Substantial Change Threshold
Cash/property provided is $100 million or more · Instructions p.2
Exchange Date (Box 1)
The date the stock was exchanged for cash, stock, or other property · Form p.3
Aggregate Amount Received (Box 2)
Aggregate amount of any cash and fair market value of any stock/property received · Form p.3
Shares Exchanged (Box 3)
The number of shares held that were exchanged in the transaction · Form p.3
Stock Class (Box 4)
The class or classes of stock that were exchanged · Form p.3
Before you submit
- 1Verify the revision date on the form reads April 2025.
- 2Confirm you have filled out all required fields (Boxes 1 through 4, plus any other necessary sections).
- 3Ensure Box 2 reflects the aggregate amount of cash AND the fair market value of received stock/property.
- 4Check that the Stock Class listed in Box 4 matches the transaction details precisely.
- 5Verify that the form is dated correctly to reflect the exchange date in Box 1.
- 6Confirm you are sending Copy B to the recipient (if filing a hard copy).
- 7If filing electronically, ensure it meets the e-file threshold requirement of 10 returns aggregated.
How to file this form
- 1Fill out Form 1099-CAP using the online fillable format found at IRS.gov/Form1099CAP.
- 2Record the date of stock exchange in Box 1, and document the number of shares exchanged in Box 3.
- 3Calculate and enter the aggregate cash amount plus fair market value into Box 2, and list the corresponding class(es) of stock in Box 4.
- 4Sign the form (if required for paper submission) before sending it to the appropriate recipient or filing agency.
Known limitations
- 1A domestic corporation does not file Form 1099-CAP if the transaction involves the acquisition of control within an affiliated group.
- 2A domestic corporation is not required to file Form 1099-CAP if the stock involved in the transaction is valued at less than $100 million.
- 3If a corporation makes the consent election on Form 8806, it is not required to file Form 1099-CAP regarding shares held by a clearing organization.
- 4A domestic corporation does not file Form 1099-CAP if the transaction is properly reported under section 6043(a) on Form 966, Corporate Dissolution or Liquidation.
Field map
Compact field-by-field guide
Payer Info
1 items
Identifying information of the business or person making the payment.
Recipient Info
1 items
Identifying information of the person or entity receiving the payment.
Amounts
1 items
The payment amount subject to reporting for the applicable box category.
Withholding
1 items
Backup withholding amount if applicable.
Signatures
1 items
Name and phone number of the person to contact about this return.
Almost done reviewing the fields?
Fillable formOpen in Editor->The current edition is Revision April 2025, and users should check IRS.gov/Form1099CAP for the latest information regarding Form 1099-CAP.
What changed or needs a fresh check
- Edition date — confirm the revision date reads April 2025.
- Form number — confirm the form is IRS Form 1099-CAP.
- Filing deadline — check Part C of the current General Instructions for Certain Information Returns for specific dates.
- Signature — confirmation of signature location is not explicitly stated on the provided pages, but signing before sending is a general requirement.
- Online availability — confirm the form can be filled out online at IRS.gov/Form1099CAP.
Quick Facts
Downloads
After you file
- 1The reporting corporation must furnish a copy of Form 1099-CAP to each shareholder who receives cash, stock, or other property as a result of the transaction and is not an exempt recipient.
- 2If a shareholder receives stock, the corporation may determine that it does not need to report the fair market value (FMV) if the receipt would not cause the shareholder to recognize gain.
- 3A broker who files Form 1099-CAP must keep it for their records.
- 4The reporting corporation should retain a copy of the filed Form 1099-CAP.
Sources
- SRCInstructions p.1 — Any broker who holds shares on behalf of a customer in a corporation that the broker knows or has reason to know based on readily available information has engaged in a transaction of acquisition of control or substantial change in capital structure must file Form 1099-B unless the customer is an exempt recipient.
- SRCInstructions p.1 — A domestic corporation that is required to file Form 8806, Information Return for Acquisition of Control or Substantial Change in Capital Structure, must file Form 1099-CAP with the IRS and furnish a copy to each shareholder who receives cash, stock, or other property as a result of the acquisition of control or substantial change in capital structure and who is not an exempt recipient.
- SRCInstructions p.1 — Corporations do not file Form 1099-CAP if the transaction involves the acquisition of control within an affiliated group or involves stock valued at less than $100 million.
- SRCInstructions p.2 — Control is defined as 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.
- SRCInstructions p.2 — A substantial change in capital structure occurs if a corporation meets one of the criteria listed under that heading.
- SRCInstructions p.2 — The penalties under section 6652(l) for failure to file information returns under section 6043(c) apply, and Form 8806 and all Forms 1099-CAP are treated as one return, with a penalty not exceeding $500 per day up to $100,000.
- SRCInstructions p.3 — Box 4 requires entering the number of shares exchanged for cash or other property received.
- SRCInstructions p.3 — Box 5 requires entering the class or classes of stock (e.g., common, preferred) exchanged in the reporting corporation for cash or other property received.
Common confusion points
Who needs to file Form 1099-CAP?
Any broker who holds shares on behalf of a customer in a corporation that the broker knows or has reason to know about an acquisition of control or substantial change in capital structure, unless the customer is exempt.
→ Check if the customer qualifies as an exempt recipient.
What defines 'control'?
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.
→ Refer to Form 8806 and Regulations section 1.6043-4 for details.
When is a substantial change in capital structure considered to occur?
If a corporation undergoes an event that qualifies as a substantial change in its capital structure, as detailed in the instructions.
→ Review the specific criteria listed under 'Substantial Change in Capital Structure' on Form 1099-CAP.
What if I report shares exchanged for cash or property?
Enter the number of shares exchanged in Box 4 and the class(es) of stock exchanged in Box 5.
→ Ensure you abbreviate the class name (e.g., 'C' for common, 'P' for preferred).
Can a shareholder claim a loss based on the amount in Box 2?
No, the shareholder cannot claim a loss based on the amount entered in Box 2 of Form 1099-CAP.
→ Confirm that the transaction relates to an exchange where this restriction applies.
What is the penalty for failure to file Form 1099-CAP?
The penalties under section 6652(l) apply, and they are treated as one return with Form 8806; the penalty will not exceed $500 per day up to a maximum of $100,000.
→ Verify that all required Forms 1099-CAP and Form 8806 were filed.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- If an information return was not filed under section 6042, Form 1099-CAP may be required if the corporation knows or has reason to know that it wasn't filed.
Questions about IRS Form 1099-CAP
What is IRS Form 1099-CAP used for?
This form informs the IRS about major shifts in how a company is run or what its ownership structure looks like. It documents events like when control changes hands or when capital structure undergoes a substantial change. The corporation must file this to keep tax records accurate for shareholders and the government.
Who must file IRS Form 1099-CAP?
Any domestic corporation that is required to file Form 8806, Information Return for Acquisition of Control or Substantial Change in Capital Structure, must file Form 1099-CAP with the IRS.
What information does IRS Form 1099-CAP require?
The form reports details about an acquisition of control or substantial change in capital structure. Specifically, it captures information regarding the transaction and the shareholders who received cash, stock, or other property as a result.
Where do I file IRS Form 1099-CAP?
The form is filed with the IRS. If furnishing the DTC (Depository Trust Company), users should also consult Notice 2004-9.
How do I complete IRS Form 1099-CAP?
The corporation must furnish a statement to each shareholder if required to file Form 1099-CAP. The filer must ensure all reporting requirements are met, including filing electronically. If transferring assets, the transferor must satisfy these requirements; otherwise, the transferee must meet the filing obligations.
What happens if IRS Form 1099-CAP is filed incorrectly?
If the corporation fails to file Form 1099-CAP, penalties under section 6652(l) apply; this penalty will not exceed $500 for each day the failure continues, up to a maximum of $100,000.
Who needs to file Form 1099-CAP?
Any broker who holds shares on behalf of a customer in a corporation that the broker knows or has reason to know about an acquisition of control or substantial change in capital structure, unless the customer is exempt. Check if the customer qualifies as an exempt recipient.
What defines 'control'?
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. Refer to Form 8806 and Regulations section 1.6043-4 for details.
Source transparency
Copyright & Licensing - US Government Forms
BrieflyGo links to and explains official public form sources. We are not a government agency, and this page is for general form guidance, not legal advice.
Understand the agreement before you sign it.
Review risky clauses in plain English, fix the document, and keep it moving toward signature.