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Form 5471-SO: 5471 (Schedule O)
IRS Form 5471 (Schedule O) is used to report organization or reorganization of a foreign corporation, and acquisitions and dispositions of its stock for U.S. persons. It must be attached to Form 5471; the revision date on file is December 2012.
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IRS Form 5471-SO - 5471 (Schedule O)
IRS Form 5471 (Schedule O) is used to report organization or reorganization of a foreign corporation, and acquisitions and dispositions of its stock for U.S. persons. It must be attached to Form 5471; the revision date on file is December 2012.
Risk Radar
Scan points- 1Completing only one Schedule O when multiple foreign corporations require information is a critical error.
- 2Filing without completing a separate Schedule O for each foreign corporation requiring reportage.
- 3Omitting details in Part I regarding the date of original or additional 10% acquisition.
- 4Not listing all U.S. persons who became shareholders and the date they became a U.S. person (Part II).
- 5Failing to document the class, date, method, number of shares acquired/disposed in Section C or D.
Plain English
This form tells the IRS about changes related to a foreign company's ownership or structure that affects U.S. taxpayers. Filers use it to report when they bought, sold, or reorganized stock in a foreign corporation. It ensures the IRS knows who owns what and when those changes happened.
Submission Date
- Filing date: 2012-12-21 00:00:00
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
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What this form is for
- Use this form when reporting organization or reorganization of a foreign corporation, and acquisitions and dispositions of its stock for which information must be reported on Form 5471.
- Do not use it when the required filing is solely about general income/deductions of the foreign corporation, unless those activities also involve stock acquisition or disposition.
- Check Form 5471 instead when reporting other necessary organizational or transaction details that are not specifically covered by Schedule O.
Form selector
Use this form or another form?
Filing a consolidated return for the foreign corporation
This schedule must accompany the main corporate tax return to report transactions.
✓ Check Part F.
Reporting the date a shareholder became a U.S. person
This information is required if shareholders are becoming U.S. persons, as noted on Form p.1.
✓ Verify dates listed in Part II.
Detailing assets transferred during reorganization
Sections E requires detailed descriptions and values of assets moved into the foreign corporation.
✓ Ensure all three asset details are provided for each transfer.
Deadline or filing window
The trigger event requires completing a separate Schedule O for every foreign corporation where information must be reported. The specific deadline date or day-count period is not stated on the form itself, but it must accompany Form 5471 filing.
Checklist
What you need before filling it out
Part I: Shareholder Info
Name, Address, EIN (if any) of shareholder(s) · Form p.1
Section C(e): Shares Acquired
Number of shares acquired · Form p.1
Section D(f): Amount Received
The dollar value received from stock disposition · Form p.2
Section E: Assets Transferred
Description, Fair Market Value, and Adjusted Basis of assets · Form p.2
Part II: U.S. Persons Who Are Officers/Directors
Name, Address, SSN of each qualifying individual · Form p.1
Section F(b): Reorganization Date
The date of any reorganization occurring within the last 4 years while a U.S. person held 10%+ interest · Form p.2
Before you submit
- 1Complete a separate Schedule O for each foreign corporation requiring reporting.
- 2Fill out Part I with the name, address, and identifying number of the shareholder(s) being reported on Form 5471.
- 3If applicable, attach a list showing names and dates if one or more shareholders became U.S. persons (Part II).
- 4For Section C (Acquisition), specify the Method (Directly, Indirectly, Constructively) for every acquisition.
- 5For Section D (Disposition), ensure you provide both the Amount Received and the name/address of the recipient.
- 6If reporting reorganization (Section E), include the description, FMV, and Adjusted Basis for each asset transferred.
- 7Verify that if the foreign corporation filed a return in the last 3 years, Part F includes the year, taxable income/loss, and tax paid.
How to file this form
- 1Complete Part I by filling in the name, address, and identifying number of the shareholder(s) for whom acquisition information is reported.
- 2If applicable, complete Part II to list any shareholders who became U.S. persons and the date they achieved that status.
- 3Fill out Sections C (Acquisition) and D (Disposition) by detailing all relevant transactions using the required sub-categories (Directly/Indirectly/Constructively).
- 4Complete Section E if reporting organization or reorganization, ensuring all asset details are present. Finish with Section F for any additional necessary information.
- 5Attach this completed Schedule O to Form 5471 and retain a copy for your records before mailing.
Known limitations
- 1A separate Schedule O (Form 5471) must be completed for each foreign corporation for which information needs to be reported.
- 2If a return is required because one or more shareholders became U.S. persons, a list of those individuals and the date they became a U.S. person must be attached (Part II).
- 3The form reports on organization or reorganization, acquisitions, and dispositions of stock; it does not specify other types of transactions.
- 4If the foreign corporation is part of a chain of ownership group, a chart detailing this relationship must be attached (Section F(c)).
Field map
Compact field-by-field guide
General Info
2 items
Full legal name and taxpayer identification number (SSN or EIN).
Current mailing address.
Details
2 items
Complete all applicable sections of this form according to the official IRS instructions.
Enter the relevant dollar amount if this form involves tax calculation.
Certification
1 items
Read and acknowledge any certifications required by this form.
Signatures
1 items
Sign and date. Unsigned forms cannot be processed.
Almost done reviewing the fields?
Fillable formOpen in Editor->The current edition referenced is December 2012, and the source points to www.irs.gov/form5471 for instructions regarding Schedule O (Form 5471). The source does not specify any changes from a prior revision.
What changed or needs a fresh check
- Edition date — confirm the revision reads December 2012.
- Form number — confirm the title is Schedule O (Form 5471).
- Mailing address — Not stated in the official source.
- Signature — Not stated in the official source, but signing is implied for filing.
Quick Facts
Downloads
After you file
- 1Attach Schedule O to Form 5471 when filing.
- 2Keep a copy of the completed Schedule O for your records.
- 3The form revision date on file is December 2012.
- 4If errors occur, correction procedures are not detailed in this excerpt; verify instructions.
Sources
- SRCForm p.1 — Schedule O is used to report organization or reorganization of a foreign corporation, and acquisitions and dispositions of its stock.
- SRCForm p.1 — Part I is completed by U.S. Officers and Directors.
- SRCForm p.1 — Part II is completed by U.S. Shareholders.
- SRCForm p.1 — Section C covers Acquisition of Stock (e.g., shares acquired).
- SRCForm p.2 — Section D covers Disposition of Stock (e.g., shares disposed of).
- SRCForm p.2 — Section F(c) requires attaching a chart if the foreign corporation is part of a chain of ownership group.
Common confusion points
Who needs to fill out Part I?
U.S. Officers and Directors must complete Part I of Schedule O (Form 5471).
→ Check the header: 'Part I To Be Completed by U.S. Officers and Directors.'
What is the difference between an acquisition in Section C and a disposition in Section D?
Section C covers acquiring stock, while Section D covers selling or giving away stock.
→ Confirm which action occurred using the section headers.
When do you need to fill out Part II?
Part II must be completed by U.S. Shareholders if one or more shareholders became U.S. persons (Part II).
→ Look for the note: 'If this return is required because one or more shareholders became U.S. persons, attach a list...'
What information goes into Section E?
Section E details Organization or Reorganization of the foreign corporation, including assets transferred and transfer dates.
→ Verify that you are describing an organizational event in Section E.
Do I need to report everything on this form?
No; complete a separate Schedule O for each foreign corporation requiring reporting (Form 5471).
→ Check the instructions: 'Important: Complete a separate Schedule O...'
What if there is no EIN for the foreign corporation?
If the foreign corporation does not have an EIN, you must still provide one or leave it blank as appropriate.
→ Ensure the Name of foreign corporation line allows for missing numbers.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Instructions for Form 5471 (Provides context and rules)
Questions about IRS Form 5471-SO
What is IRS Form 5471-SO used for?
This form tells the IRS about changes related to a foreign company's ownership or structure that affects U.S. taxpayers. Filers use it to report when they bought, sold, or reorganized stock in a foreign corporation. It ensures the IRS knows who owns what and when those changes happened.
Who must file IRS Form 5471-SO?
U.S. persons must file this Schedule O (Form 5471) if information about an organization or reorganization of a foreign corporation, or acquisitions/dispositions of its stock, needs to be reported.
What information does IRS Form 5471-SO require?
The form collects data across several sections: Part I details the shareholder's acquisition dates; Part II lists U.S. shareholders who are officers or directors; Section C tracks stock acquisitions; and Section D documents stock dispositions.
Where do I file IRS Form 5471-SO?
The form must be attached to Form 5471. Instructions are available at www.irs.gov/form5471.
How do I complete IRS Form 5471-SO?
First, Part I must be completed by U.S. Officers and Directors. Then, Part II is filled out by U.S. Shareholders detailing their roles. The filer must complete a separate Schedule O for each foreign corporation requiring reporting before attaching it to Form 5471.
What happens if IRS Form 5471-SO is filed incorrectly?
The instructions do not specify a penalty amount, but the requirement implies that failure to complete it correctly means the information regarding organization or reorganization of the foreign corporation and stock transactions is not reported to the IRS.
Who needs to fill out Part I?
U.S. Officers and Directors must complete Part I of Schedule O (Form 5471). Check the header: 'Part I To Be Completed by U.S. Officers and Directors.'
What is the difference between an acquisition in Section C and a disposition in Section D?
Section C covers acquiring stock, while Section D covers selling or giving away stock. Confirm which action occurred using the section headers.
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