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Form 8806: Information Return for Acquisition of Control or Substantial Change in Capital Structure
IRS Form 8806 is an information return that reports an acquisition of control or a substantial change in a domestic corporation’s capital structure, and must be filed by the reporting corporation (or the acquiring corporation if the former does not file) within 45 days after the transaction.
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IRS Form 8806 - Information Return for Acquisition of Control or Substantial Change in Capital Structure
IRS Form 8806 is an information return that reports an acquisition of control or a substantial change in a domestic corporation’s capital structure, and must be filed by the reporting corporation (or the acquiring corporation if the former does not file) within 45 days after the transaction.
Risk Radar
Scan points- 1Missing the 45‑day filing deadline can trigger up to $100,000 in daily penalties.
- 2Failing to file the form within 45 days after the acquisition transaction.
- 3Omitting the acquiring corporation’s EIN in Part II line 3c.
- 4Leaving the officer’s signature line unsigned or without date and title.
- 5Mailing the form to an incorrect IRS address instead of the Large Business and International Division.
Plain English
Form 8806 tells the IRS when a company is bought or its ownership structure changes dramatically. The company that experiences the change fills out the form and signs it. It must be mailed to the IRS after the transaction. Missing the deadline can lead to steep daily penalties.
Submission Date
- Filing date: 2022-07-26 22:11:49
- 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 reporting corporation must report an acquisition of control or a substantial change in capital structure that requires gain recognition under section 367(a).
- Do not use it when the transaction was properly reported under section 6043(a) or when all shareholders are exempt recipients under Regulations section 1.6043-4(b)(5).
- Check Form 1099-CAP instead when you must report cash or other property distributions to shareholders.
Form selector
Use this form or another form?
Acquisition of control or substantial change in capital structure requiring gain recognition
Reports the acquisition and related gain under section 367(a)
✓ Confirm the transaction meets the $100 million FMV threshold
Distributions to shareholders of cash, stock, or other property after acquisition
Reports shareholder‑level cash or property received
✓ Verify each shareholder is not an exempt recipient
Filing required on magnetic media per section 6011(e)
Satisfies the electronic filing requirement
✓ Ensure you have approved electronic filing software
Deadline or filing window
The filing window opens when an acquisition of control or a substantial capital‑structure change occurs. The form must be filed within 45 days after that transaction, but it may be filed earlier if the corporation’s tax return is due by January 5 of the following year. No additional extension beyond these dates is provided.
Checklist
What you need before filling it out
Signature of officer
Officer’s handwritten signature · Form 8806, signature line
Date (officer)
Date of signing · Form 8806, signature line
Description of stock or other property received
Detailed description of the property · Form 8806, Part 6b
Preparer’s signature
Preparer’s handwritten signature and PTIN · Form 8806, Preparer Use Only section
Mailing address for filing
Correct IRS address · Form 8806 instructions, Where To File
Before you submit
- 1Confirm the transaction meets the $100 million fair market value threshold
- 2Verify the acquisition results in gain under section 367(a)
- 3Check that the acquisition of control criteria are satisfied
- 4Ensure the description of stock or other property received is complete
- 5Sign the officer signature line
- 6Date the form
- 7Provide preparer’s name, PTIN, and signature
- 8Include the correct IRS mailing address
- 9Attach any required supporting statements
- 10File within 45 days after the transaction or by January 5 of the following year
How to file this form
- 1Determine if the acquisition triggers Form 8806 filing
- 2Complete Part 6b with a description of the stock or other property received
- 3Obtain officer and preparer signatures and dates
- 4Mail the completed Form 8806 to the IRS Large Business and International Division address
- 5Retain a copy of the mailed form and proof of postage as evidence of filing
Known limitations
- 1Form 8806 is not required for transactions that were properly reported under section 6043(a).
- 2Form 8806 is not required if the reporting corporation reasonably determines that all shareholders receiving cash, stock, or other property are exempt recipients under Regulations section 1.6043-4(b)(5).
- 3Submissions of Form 8806 must be sent via fax; the form can no longer be mailed.
Field map
Compact field-by-field guide
Entity Info
1 items
Name and taxpayer ID of the entity claiming the credit.
Credit Info
1 items
Type of credit or incentive being claimed.
Calculation
2 items
The base amount used to calculate the credit.
Calculated credit amount after applying formulas and limitations.
Certification
1 items
Detailed breakdown supporting the credit calculation.
Signatures
1 items
Sign and date the form.
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Fillable formOpen in Editor->The form shows Rev. 10‑2016 on the cover and includes a link to www.irs.gov/form8806 for the latest information.
What changed or needs a fresh check
- Edition date — confirm Rev. 10‑2016 appears on the form
- Fee — Not stated in the official source
- Mailing address — confirm IRS Large Business and International Division, PFTS, 1111 Constitution Ave., NW, Washington, DC 20224
- Signature — confirm officer signature and date are provided
Quick Facts
Downloads
After you file
- 1Keep a signed copy of the filed Form 8806 for your records.
- 2Retain the fax transmission confirmation for at least three years.
- 3Verify that the fax was sent to 844-249-6232 and that the transmission succeeded.
- 4If an error is discovered, file an amended Form 8806 promptly.
- 5Monitor for any penalty notice after the corporation’s income tax return due date.
- 6Store the form with the corporation’s tax records for the period required by the IRS, typically seven years.
Sources
- SRCForm p.1 — submissions of Form 8806 must be sent via fax; the form can no longer be mailed.
- SRCForm p.1 — fax number for Form 8806 is 844-249-6232.
- SRCForm p.3 — file Form 8806 within 45 days after the transaction, or if earlier by January 5th of the year following the calendar year in which the acquisition occurred.
- SRCForm p.3 — do not file Form 8806 for transactions properly reported under section 6043(a).
- SRCForm p.3 — do not file Form 8806 if all shareholders are exempt recipients under Regulations section 1.6043-4(b)(5).
- SRCForm p.3 — penalty for late filing is $500 per day, up to a maximum of $100,000.
Common confusion points
Do I file Form 8806 or Form 1099-CAP?
Both relate to corporate control changes, but Form 8806 is the primary information return.
→ Check the purpose section: Form 8806 reports acquisition of control.
Can I mail the form instead of faxing?
The filing instructions now require fax only.
→ Confirm the fax number 844-249-6232 is used.
Is the 45‑day deadline or the January 5 deadline applicable?
The form may be filed within 45 days after the transaction, or earlier by January 5 of the following year.
→ Calculate the transaction date and compare to both deadlines.
Do I need to file if all my shareholders are exempt recipients?
Exempt recipients under Reg 1.6043‑4(b)(5) remove the filing requirement.
→ Verify shareholder status against the regulation.
What happens if I miss the filing deadline?
Late filing incurs a $500 daily penalty, up to $100,000.
→ Review the penalty section for the daily rate and maximum.
Who files if the reporting corporation doesn’t?
The acquiring corporation must file when the reporting corporation fails to file.
→ Confirm which corporation is designated as the acquiring corporation in the transaction.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Form 8806 – file an amended Form 8806 promptly to correct any errors.
Questions about IRS Form 8806
What is IRS Form 8806 used for?
Form 8806 tells the IRS when a company is bought or its ownership structure changes dramatically. The company that experiences the change fills out the form and signs it. It must be mailed to the IRS after the transaction. Missing the deadline can lead to steep daily penalties.
Who must file IRS Form 8806?
The reporting corporation must file Form 8806, or the acquiring corporation must file if the reporting corporation does not file.
What information does IRS Form 8806 require?
Part I collects the reporting corporation’s name, address and EIN; Part II gathers the acquiring corporation’s name, address, EIN and whether it was newly formed; the form also requires an officer’s signature, date, and title.
When is IRS Form 8806 due?
File Form 8806 within 45 days after the transaction, or if earlier, by January 5 of the year following the calendar year in which the acquisition occurred.
Where do I file IRS Form 8806?
Mail Form 8806 to the Internal Revenue Service Large Business and International Division, Attention: PFTS, 1111 Constitution Ave., NW, Washington, DC 20224.
How do I complete IRS Form 8806?
First, complete Part I with the reporting corporation’s information, then fill Part II with the acquiring corporation’s details and answer whether it was newly formed. Optional consent election appears in Part IV. Finally, an authorized officer signs, dates, and titles the form before mailing it to the IRS address provided.
What happens if IRS Form 8806 is filed incorrectly?
If the form is not filed on time, the corporation may be penalized $500 per day up to $100,000, and both the reporting and acquiring corporations can be jointly liable for penalties.
Do I file Form 8806 or Form 1099-CAP?
Both relate to corporate control changes, but Form 8806 is the primary information return. Check the purpose section: Form 8806 reports acquisition of control.
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