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 8806: Information Return for Acquisition of Control or Substantial Change in Capital Structure
IRS Form 8806 is an Information Return for Acquisition of Control or Substantial Change in Capital Structure, filed by a reporting corporation or shareholder. If late, the penalty can be $500 per day up to a maximum of $100,000.
Need help with Form 8806?
Open it in the AI Editor for field guidance, checks, and PDF export.
Need help? AI Editor guides you through every field of Form 8806.
Start filling →Form Overview
IRS Form 8806 - Information Return for Acquisition of Control or Substantial Change in Capital Structure
IRS Form 8806 is an Information Return for Acquisition of Control or Substantial Change in Capital Structure, filed by a reporting corporation or shareholder. If late, the penalty can be $500 per day up to a maximum of $100,000.
Risk Radar
Scan points- 1Failing to file by the deadline subjects the corporation to a potential $100,000 penalty!
- 2Filing without stating the correct name and EIN for the reporting corporation in Part I.
- 3Not specifying if the acquiring corporation was newly formed prior to involvement (Part II, line d).
- 4Failing to file within 45 days after the transaction date.
- 5Submitting the form past January 5th of the following year without justification.
Plain English
This form tells the IRS when a company gains control of another company or undergoes a major change in its ownership structure. It documents this significant corporate event so the government knows who is involved and why the ownership changed. Filing Form 8806 ensures that required tax gain recognition under section 367(a) is properly reported.
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.
AI co-pilot
Fill it faster. Catch mistakes before you file.
What this form is for
- Use this form when a reporting corporation or any shareholder is required to recognize gain (if any) under section 367(a) as a result of an acquisition of control or substantial change in capital structure.
- Do not use this form when the transaction was properly reported under section 6043(a) or if the reporting corporation determines all shareholders receiving property are exempt recipients under Regulations section 1.6043-4(b)(5).
- Check Form 1099-CAP instead when a corporation required to file Form 8806 also needs to report specific shareholders who received cash or other property in exchange for their stock.
Form selector
Use this form or another form?
Reporting Corp transfers all assets
Acquiring corporation must file if reporting corp does not file.
✓ Verify the transaction meets the definition of a substantial change.
Shareholder receives property
This form must be filed by the reporting corporation for certain shareholders receiving stock or cash.
✓ Confirm you are required to file both forms together.
Deadline or filing window
Form 8806 must be filed within 45 days after the transaction takes place. A later filing date is January 5th of the following calendar year. The failure to file includes missing electronic submission requirements.
Checklist
What you need before filling it out
Acquisition of Control Definition
Transaction must involve acquisition of stock by second corporation from first corporation where control changes AND FMV $\ge$ $100 million. · Form p.3
Who Must File (Corporation)
The reporting corporation itself, if it or a shareholder is required to recognize gain under section 367(a). · Form p.3
When To File Deadline
Within 45 days after the transaction, or by January 5th of the following year. · Form p.3
Penalty Amount (Failure to File)
$500 for each day late, up to a maximum of $100,000. · Form p.3
Required Companion Form
Form 1099-CAP · This form must be filed alongside Form 8806 for certain shareholders receiving cash or other property.
Before you submit
- 1Confirm the transaction meets the definition of an acquisition of control or substantial change in capital structure.
- 2Verify that the fair market value of the acquired stock is $100 million or more.
- 3Ensure the filing date is within 45 days after the transaction (or by January 5th).
- 4Check if Form 1099-CAP must accompany this Form 8806 for any shareholders.
- 5Verify that the filer meets the requirement: either it is the reporting corporation or a shareholder.
- 6Ensure the required officer signature and date are present on Page 2.
- 7Confirm all preparer information (Name, Signature, PTIN/Firm details) is complete.
How to file this form
- 1Complete the necessary sections of Form 8806 detailing the transaction and parties involved.
- 2If applicable, prepare and attach Form 1099-CAP for shareholders receiving cash or other property.
- 3Sign the form under penalties of perjury, completing all required declaration fields on Page 2.
- 4Mail the completed Form 8806 to Internal Revenue Service Large Business and International Division at 1111 Constitution Ave., NW Washington, DC 20224
- 5Keep a copy of the filed Form 8806 for your records.
Known limitations
- 1A reporting corporation does not need to file Form 8806 for transactions properly reported under section 6043(a) of the Internal Revenue Code.
- 2A reporting corporation is exempt from filing Form 8806 if it reasonably determines all shareholders receiving cash, stock, or other property are exempt recipients under Regulations section 1.6043-4(b)(5).
- 3If a substantial change in capital structure occurs and the reporting corporation does not file Form 8806, the acquiring corporation must file Form 8806.
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.
Almost done reviewing the fields?
Fillable formOpen in Editor->The current edition is Revision 10-2016, dated October 2016. The source directs users to www.irs.gov/form8806 for the latest information regarding developments related to Form 8806.
What changed or needs a fresh check
- Edition date — confirm revision reads 10-2016
- Fee — Not stated in the official source
- Mailing address — verify it is 1111 Constitution Ave., NW Washington, DC 20224
- Signature — ensure the required officer signature and date are present
Quick Facts
Downloads
After you file
- 1Keep a copy of the filed Form 8806.
- 2If filing is late, check if reasonable cause exists to avoid penalties on the corporation's income tax return.
- 3A reporting corporation may elect to have only its name and address published via IRS consent election (See Regulations section 1.6043-4(a)(2)).
- 4If a correct Form 8806 is not filed by the due date of the corporation’s income tax return, it may be penalized $500 for each day late.
- 5The filing must occur within 45 days after the transaction, or by January 5th of the following calendar year.
Sources
- SRCForm 8806 must be filed via fax until further notice; it can no longer be mailed (Instructions p.1).
- SRCThe filing deadline is within 45 days after the transaction, or by January 5th of the year following the calendar year in which the event occurred (p.3).
- SRCFax submissions must go to: 844-249-6232 (p.1).
- SRCMailed Form 8806 should be sent to: Internal Revenue Service Large Business and International Division Attention: PFTS 1111 Constitution Ave., NW Washington, DC 20224 (p.3).
- SRCA reporting corporation must file if it or any shareholder is required to recognize gain under section 367(a) (p.3).
- SRCIf neither the reporting nor acquiring corporation files Form 8806, both are jointly and severally liable for penalties (p.3).
- SRCFailure to file on time may incur a penalty of $500 per day up to a maximum of $100,000 (p.3).
- SRCA reporting corporation can elect publication limited to name/address, transaction date, description of shares affected, and amount/FMV of property (p.4).
Common confusion points
Must I file Form 8806 if a shareholder is required to recognize gain?
Confusion
A reporting corporation must file Form 8806 if it or any shareholder recognizes gain under section 367(a) due to the transaction.
What happens if neither the reporting nor acquiring corporation files Form 8806?
Confusion
Both corporations are jointly and severally liable for any applicable penalties.
Do I have to mail Form 8806, or can it be faxed?
Confusion
Until further notice, submissions must be sent via fax; the form can no longer be mailed (though a mailing address is provided).
What are the specific details that can be published if we consent to publication?
Confusion
The election allows limiting publication to name/address, transaction date, description of shares affected, and amount/FMV of property given to shareholders.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Penalties under sections 7203, 7206, and 7207 may apply if failure to file is not due to reasonable cause.
Questions about IRS Form 8806
What is IRS Form 8806 used for?
This form tells the IRS when a company gains control of another company or undergoes a major change in its ownership structure. It documents this significant corporate event so the government knows who is involved and why the ownership changed. Filing Form 8806 ensures that required tax gain recognition under section 367(a) is properly reported.
Who must file IRS Form 8806?
A reporting corporation must file Form 8806 if it or any shareholder is required to recognize gain due to a transaction. If the acquiring corporation does not file, both corporations are jointly and severally liable for penalties.
What information does IRS Form 8806 require?
Part I identifies the reporting corporation's name, address, and EIN. Part II details the acquiring corporation's information, including whether it was newly formed prior to the transaction. Additional parts collect specific transactional data.
When is IRS Form 8806 due?
Form 8806 must be filed within 45 days after the transaction occurs. Alternatively, it can be filed by January 5th of the year following the calendar year in which the event happened.
Where do I file IRS Form 8806?
Mail Form 8806 to the Internal Revenue Service Large Business and International Division Attention: PFTS at 1111 Constitution Ave., NW Washington, DC 20224. The instructions also direct users to www.irs.gov/form8806 for electronic filing details.
How do I complete IRS Form 8806?
First, fill out Part I with details about the reporting corporation. Next, complete Part II with information regarding the acquiring corporation. Finally, an officer must sign and provide their title on the designated signature line before submitting Form 8806.
What happens if IRS Form 8806 is filed incorrectly?
If a correct Form 8806 is not filed by the due date of the corporation’s income tax return, it may be penalized $500 for each day late, up to $100,000. The penalty does not apply if reasonable cause can be shown.
Confusion — what should I check?
A reporting corporation must file Form 8806 if it or any shareholder recognizes gain under section 367(a) due to the transaction.
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.