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Form 8023: Elections Under Section 338 for Corporations Making Qualified Stock Purchases
IRS Form 8023 is used to make elections under section 338 for a corporation (the "target") that received a qualified stock purchase (QSP). The deadline to file this form is 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 elections under section 338 for a corporation (the "target") that received a qualified stock purchase (QSP). The deadline to file this form is the 15th day of the 9th month after the acquisition date.
Risk Radar
Scan points- 1Ensure all parties agree to report gain in their tax return for the acquisition year.
- 2Filing without meeting all three requirements for multiple target elections.
- 3Not having each corporation sign Form 8023 when two or more corporations purchase the target.
- 4Forgetting to attach a statement detailing U.S. shareholders if the purchasing corporation is foreign.
- 5Failing to include 'See attached' in the signature area when using an attachment for multiple signatures.
Plain English
This form allows a purchasing company to elect how its acquired target company will be treated for tax purposes under Section 338. If a section 338(g) election is made, the target is treated as if it sold all its assets on the purchase date and immediately bought them back as a new entity. This helps determine capital gains or losses for the involved corporations.
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 Form 8023 when a purchasing corporation has made a qualified stock purchase (QSP) of the target corporation and needs to make an election under section 338 for that target.
- Do not use Form 8023 if the purpose is not to elect under section 338, even if a QSP occurred.
- Check Form 5471 instead when filing as a foreign purchasing corporation's U.S. shareholder.
Form selector
Use this form or another form?
Target is an S corporation and the election is for section 338(h)(10)
All shareholders of the target must make the election, including those who did not sell stock in the QSP.
✓ Verify all required signatures are present.
Target is a foreign entity and it is being acquired by a U.S. corporation
The purchasing corporation generally files Form 8023 for the target's tax year that includes the acquisition date.
✓ Ensure Form 8023 accompanies Form 5471.
Purchasing entity is a controlled foreign corporation and U.S. shareholders are making the election
Each U.S. shareholder must file Form 8883, Asset Allocation Statement Under Section 338, with Form 5471.
✓ Confirm Form 8883 is attached to Form 5471.
Deadline or filing window
The primary deadline to file Form 8023 is by the 15th day of the 9th month following the acquisition date. If multiple targets are involved, they must meet three requirements (same acquisition date, same affiliated group before/after) to use one form. No specific extension period is detailed in these instructions.
Checklist
What you need before filling it out
General Purpose
QSP of target corporation · Instructions p.1
Section 338(g) Election
Target Corporation · Instructions p.1
Deadline to File
Acquisition Date of Target · Instructions p.1
Foreign Purchasing Corp Filing Rule
Foreign purchasing corporation · Instructions p.3
S Corporation Election Requirement
Target is an S corp · Instructions p.1
Electronic Fax Submission
Form 8023 and related attachments · Instructions p.1
Before you submit
- 1Verify the form is the current edition (Rev. October 2023).
- 2Confirm that a qualified stock purchase (QSP) has occurred involving the target corporation.
- 3Ensure the filing date meets the deadline: within the 15th day of the 9th month after the acquisition date.
- 4If applicable, confirm who must file: generally, the purchasing corporation.
- 5If a section 338(h)(10) election is made for a foreign target, ensure Form 8023 is filed for the tax year including the acquisition date.
- 6If filing electronically via fax, verify the cover sheet lists 'Form 8023' as the subject.
- 7If the purchasing corporation is foreign, confirm if U.S. shareholders are making the election (and that the corp isn't required to file Form 5471 under specific rules).
How to file this form
- 1Determine if a qualified stock purchase (QSP) occurred and which section 338 election is being made for the target corporation.
- 2Complete all required fields on IRS Form 8023, ensuring any necessary supporting details regarding foreign status or S corp shareholders are documented.
- 3Sign the form, making sure to state under penalties of perjury that you are authorized if applicable.
- 4File Form 8023 by the 15th day of the 9th month after the acquisition date (or follow special rules for a foreign purchasing corporation).
- 5If filing electronically via fax, send it to 844-253-9765 using the required cover sheet.
- 6Keep a copy of the fully executed Form 8023 for your records.
Known limitations
- 1If a section 338(g) election is made for the target, the target is treated as having sold all its assets on the acquisition date and then purchased them as a new corporation on the day after the acquisition date.
- 2When the target is an S corporation, a section 338(h)(10) election must be made by all of the shareholders of the target, including those who did not sell target stock in the QSP.
- 3A section 338 election will not be valid for a target that is a CFC (Controlled Foreign Corporation), a passive foreign investment company, or a foreign personal holding company unless affected U.S. persons are notified in writing.
- 4If filing for multiple targets on one Form 8023, all targets must have the same acquisition date and be members of the same affiliated group immediately before and after the acquisition date.
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 is Revision October 2023 (10/23). For the latest information, users should check IRS.gov/Form8023; this revision includes minor changes and barcode enhancements on pages 1 and 2, as well as a new page 3.
What changed or needs a fresh check
- Edition date — confirm the revision date reads October 2023 (10/23).
- Fee — Not stated in the official source.
- Mailing address — Confirm the general mailing address is 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224 (though do not send Form 8023 to this address).
- Signature — Ensure the signing party states under penalties of perjury that they are authorized if they are not an individual or lack delegated authority.
- Foreign filing rule — Confirm the specific time frame for election eligibility is described in Regulations section 1.338-2(e)(1) (for foreign targets).
Quick Facts
Downloads
After you file
- 1Each corporation holding stock subject to this election agrees to report any gain under the Section 338(g) election in its federal income tax return for the tax year the acquisition date occurs.
- 2If filing for a foreign purchasing corporation, the Form 8023 must be filed for that entity's tax year that includes the acquisition date.
- 3Each U.S. shareholder must file Form 8883 (Asset Allocation Statement Under Section 338) with Form 5471 when filing.
- 4If affected U.S. persons owning stock in a foreign target are notified, a schedule containing their name and EIN or SSN must be attached to the Form 8023.
Sources
- SRCInstructions p.1 — Purpose of Form 8023 is to make elections under section 338 for a target corporation if the purchasing corporation made a qualified stock purchase (QSP).
- SRCInstructions p.1 — The filing deadline is the 15th day of the 9th month after the acquisition date.
- SRCInstructions p.1 — If the target is an S corporation, a section 338(h)(10) election must be made by all shareholders.
- SRCInstructions p.2 — All corporations holding stock subject to this gain recognition election agree to report any gain in their federal income tax return for the tax year of the acquisition date.
- SRCInstructions p.3 — If filing for a foreign purchasing corporation, file Form 8023 for that entity's tax year that includes the acquisition date and must also file Form 8883 with Form 5471.
- SRCInstructions p.3 — For multiple targets, all targets must have the same acquisition date and be members of the same affiliated group immediately before and after the acquisition date.
Common confusion points
When should I file Form 8023?
File by the 15th day of the 9th month after the acquisition date.
→ Confirm this deadline on Instructions p.1.
What if my target corporation is an S corp?
All shareholders must make a section 338(h)(10) election, even those who didn't sell stock in the QSP.
→ Check instructions for Form 8023 (Rev. 10-2023) on page 1.
Can I use one Form 8023 for several targets?
Yes, if they share the same acquisition date and were/are part of the same affiliated group.
→ Verify all three requirements are met when using multiple targets.
What should the fax cover sheet include?
Subject (Form 8023), Sender's name, title, phone number, street address, Date, and Number of pages faxed.
→ Ensure you do not put sensitive info like EIN or SSN on the cover sheet.
If I am a foreign purchasing corporation, what must I file?
File Form 8023 for your tax year that includes the acquisition date, and each U.S. shareholder must also file Form 8883 with Form 5471.
→ Review Special Instructions for Foreign Purchasing Corporation (Instructions p.3).
What if I can't fax? Where do I mail it?
Mail to Internal Revenue Service OTSA Mail Stop 4916, 1973 Rulon White Blvd., Ogden, UT 84201.
→ Do not send Form 8023 to the general address listed for comments.
Workflow map
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⚠ If something goes wrong
- Not stated in the official source — verify on the agency site (though filing via electronic fax or mail addresses are provided for submission)
Questions about IRS Form 8023
What is IRS Form 8023 used for?
This form allows a purchasing company to elect how its acquired target company will be treated for tax purposes under Section 338. If a section 338(g) election is made, the target is treated as if it sold all its assets on the purchase date and immediately bought them back as a new entity. This helps determine capital gains or losses for the involved corporations.
Who must file IRS Form 8023?
The purchasing corporation must file IRS Form 8023 to make these elections for the target corporation. If the target is an S corporation, all of its shareholders must also make this election.
What information does IRS Form 8023 require?
Form 8023 collects details regarding the QSP and the resulting tax treatment. For multiple targets, information required for each additional target is provided in attached schedules to Form 8023.
When is IRS Form 8023 due?
The general deadline to file Form 8023 is by the 15th day of the 9th month after the acquisition date. Special rules apply if the purchasing corporation is foreign.
Where do I file IRS Form 8023?
Form 8023 can be sent via electronic fax (toll-free at 844-253-9765). If mailing, it goes to Internal Revenue Service OTSA Mail Stop 4916, 1973 Rulon White Blvd., Ogden, UT 84201.
How do I complete IRS Form 8023?
The purchasing corporation completes Form 8023 to initiate the election. If two or more corporations are involved, each must sign the form (or use a 'SIGNATURE ATTACHMENT'). For foreign targets, an attachment detailing U.S. shareholders is also required.
What happens if IRS Form 8023 is filed incorrectly?
By filing Form 8023, the target corporation agrees to report any gain recognized under the election in its federal income tax return for the year of the acquisition date. Failure to file or incorrect elections affect how that gain/loss is calculated.
When should I file Form 8023?
File by the 15th day of the 9th month after the acquisition date. Confirm this deadline on Instructions p.1.
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