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Form 8023: Elections Under Section 338 for Corporations Making Qualified Stock Purchases
IRS Form 8023 is used to make a section 338 election when a corporation purchases a target’s stock in a qualified stock purchase. The filing must be received by the 15th day of the 9th month after the acquisition date.
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IRS Form 8023 - Elections Under Section 338 for Corporations Making Qualified Stock Purchases
IRS Form 8023 is used to make a section 338 election when a corporation purchases a target’s stock in a qualified stock purchase. The filing must be received by the 15th day of the 9th month after the acquisition date.
Risk Radar
Scan points- 1Missing the 15th‑day‑of‑9th‑month filing deadline voids the section 338 election.
- 2Failing to file Form 8023 by the 15th day of the 9th month after the acquisition date.
- 3Not including the required signature of each corporation or shareholder on the SIGNATURE ATTACHMENT.
- 4Omitting the required statement with each U.S. shareholder’s name, address, ID number, country and stock interest for foreign purchasers.
- 5Using a single Form 8023 for multiple targets that do not share the same acquisition date or affiliated‑group status.
Plain English
Form 8023 lets a buying corporation elect to treat a target company as if it sold all its assets on the acquisition date and then bought them back as a new corporation. This election is required when the purchase qualifies as a qualified stock purchase. The form must be filed within a set time after the acquisition and signed by all required parties.
Submission Date
- Filing date: 2023-11-07 22:10:15
- 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 a purchasing corporation has made a qualified stock purchase of a target corporation and wishes to make a section 338 election.
- Do not use it when no section 338 election is being made for the target corporation.
- Check Form 8883 instead when a U.S. shareholder of a foreign purchasing corporation must file an asset allocation statement.
Form selector
Use this form or another form?
U.S. shareholder of a foreign purchasing corporation must attach election to information return
Election attachment is required for proper reporting
✓ Confirm the shareholder attaches Form 8023 to Form 5471
Asset allocation required for foreign purchasing corporation
Asset allocation statement must accompany the election filing
✓ Verify inclusion of Form 8883 with Form 5471
Domestic qualified stock purchase election filing
This is the primary form for section 338 elections
✓ Ensure the correct revision (Oct 2023) is used
Deadline or filing window
The filing deadline is triggered by the acquisition date of the target corporation. The election must be filed by the 15th day of the 9th month after that date. No extension is mentioned in the instructions, so the deadline is strict.
Checklist
What you need before filling it out
Election type selection
Indication of 338(g) or 338(h)(10) election · Form 8023
Purchasing corporation information
Name and EIN of purchasing corporation · Form 8023
Target corporation information
Name of target corporation and acquisition date · Form 8023
Signature authority
Statement under penalties of perjury authorizing signer · Form 8023
Barcode area
2D barcode on page 1 or 2 · Form 8023
Before you submit
- 1Verify the acquisition date is entered correctly on Form 8023.
- 2Confirm the election type (338(g) or 338(h)(10)) is selected.
- 3Enter the purchasing corporation’s name and EIN accurately.
- 4If filing electronically, ensure the 2D barcode on pages 1‑2 is present.
- 5Attach Form 8883 when a U.S. shareholder of a foreign purchasing corporation is required.
- 6Prepare the fax cover sheet with subject “Form 8023”, sender details, date, and page count.
- 7Fax the completed Form 8023 and cover sheet to 844‑253‑9765.
- 8Sign the form under penalties of perjury.
- 9Date the signature line.
- 10Retain a copy of the transmitted fax for your records.
How to file this form
- 1Complete the election section on Form 8023.
- 2Attach any required supporting forms, such as Form 8883 for foreign shareholder situations.
- 3Prepare the fax cover sheet with the required subject line, sender information, date, and page count.
- 4Fax Form 8023 and the cover sheet to 844‑253‑9765.
- 5Keep a copy of the fax transmission as proof of filing.
Known limitations
- 1The election is not valid for a target that is a CFC, passive foreign investment company, or foreign personal holding company unless affected U.S. persons are notified in writing.
- 2Foreign purchasing corporations must follow the timing rules described in Regulations section 1.338‑2(e)(1) to make the election.
- 3If the target is an S corporation, a section 338(h)(10) election must be made by all shareholders, not just those selling stock.
- 4Form 8023 must be filed by the 15th day of the 9th month after the acquisition date; later filings are not accepted.
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 form is the Rev. October 2023 edition; the source points to IRS.gov/Form8023 for the latest information and notes minor changes with 2D barcode enhancements on pages 1 and 2 and a new page 3.
What changed or needs a fresh check
- Edition date — confirm the revision reads 10/2023
- Fee — Not stated in the official source
- Mailing address — Not stated in the official source
- Signature — Not stated in the official source
Quick Facts
Downloads
After you file
- 1Keep a signed copy of Form 8023 and all attached schedules for at least seven years.
- 2Each U.S. shareholder files Form 8883 with Form 5471 to report the gain‑recognition election.
- 3Report the gain or loss from the deemed asset sale on the target’s federal income tax return for the tax year of the acquisition date.
- 4If an error is discovered, file an amended Form 8023 or a corrected attachment before the tax filing deadline.
- 5Retain the electronic fax confirmation or mailed receipt as proof of timely filing.
- 6Ensure that the 2D barcode on pages 1 and 2 is legible for digital processing.
Sources
- SRCInstructions p.1 — filing deadline is the 15th day of the 9th month after the acquisition date.
- SRCInstructions p.1 — electronic fax number is 844-253-9765.
- SRCInstructions p.1 — mailing address is Internal Revenue Service OTSA Mail Stop 4916 1973 Rulon White Blvd. Ogden, UT 84201.
- SRCInstructions p.1 — election not valid for target that is a CFC, passive foreign investment company, or foreign personal holding company unless U.S. persons are notified.
- SRCInstructions p.1 — if target is an S corporation, election must be made by all shareholders of the target.
- SRCInstructions p.3 — foreign purchasing corporation must file for the tax year that includes the acquisition date.
- SRCInstructions p.3 — each U.S. shareholder must also file Form 8883 with Form 5471.
- SRCInstructions p.3 — attach a schedule listing the date of each purchase of foreign target stock, each purchaser's name, the percentage purchased, and the name and place of incorporation of any selling entities.
- SRCInstructions p.3 — attach a schedule containing the name and EIN or SSN of each U.S. person if affected U.S. persons are notified.
Common confusion points
When is the filing deadline?
I confuse the 15th day of the 9th month with the 15th day of the month after acquisition.
→ Verify the deadline is the 15th day of the 9th month after the acquisition date.
Do I need to file if the target is an S corporation?
I think only selling shareholders must elect, but the rule requires all shareholders.
→ Confirm that all shareholders, even those not selling, must make the election.
Can I file for a foreign target without notifying U.S. shareholders?
The form is invalid for foreign targets like CFCs unless notification is made.
→ Ensure a schedule with names and EIN/SSN of U.S. persons is attached if required.
Do I need to send a cover sheet with my EIN?
The cover sheet must not include sensitive info such as EIN.
→ Check that the cover sheet omits EIN and SSN.
Which form must each U.S. shareholder file?
I might overlook Form 8883.
→ Verify each U.S. shareholder attaches Form 8883 with Form 5471.
How do I submit the form electronically?
I may try regular email, but only electronic fax is allowed.
→ Use electronic fax to 844-253-9765 with the required cover sheet.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Form 8883 – must be corrected and re‑filed if the schedule of U.S. persons was omitted or inaccurate.
Questions about IRS Form 8023
What is IRS Form 8023 used for?
Form 8023 lets a buying corporation elect to treat a target company as if it sold all its assets on the acquisition date and then bought them back as a new corporation. This election is required when the purchase qualifies as a qualified stock purchase. The form must be filed within a set time after the acquisition and signed by all required parties.
Who must file IRS Form 8023?
The corporation that made a qualified stock purchase of a target corporation must file Form 8023. If the target is an S corporation, every shareholder must also sign the form.
What information does IRS Form 8023 require?
Form 8023 reports the section 338 election, the acquisition date, and details for each target corporation; it includes attached schedules for additional targets and, for foreign purchasers, a statement with each U.S. shareholder’s identifying information.
When is IRS Form 8023 due?
File Form 8023 by the 15th day of the 9th month after the acquisition date.
Where do I file IRS Form 8023?
Fax the completed form (and attachments) to 844-253-9765 with the required cover sheet, or mail it to Internal Revenue Service OTSA Mail Stop 4916 1973 Rulon White Blvd. Ogden, UT 84201.
How do I complete IRS Form 8023?
First, fill out the election information and acquisition date on Form 8023. Attach schedules for any additional target corporations that meet the multiple‑target criteria. For foreign purchasers, attach a statement with each U.S. shareholder’s name, address, ID number, country of organization, and stock interest, signed by each shareholder. Provide all required signatures on a separate SIGNATURE ATTACHMENT and write “See attached” in the signature area, then fax or mail the package as instructed.
When is the filing deadline?
I confuse the 15th day of the 9th month with the 15th day of the month after acquisition. Verify the deadline is the 15th day of the 9th month after the acquisition date.
Do I need to file if the target is an S corporation?
I think only selling shareholders must elect, but the rule requires all shareholders. Confirm that all shareholders, even those not selling, must make the election.
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