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Form 8937: Report of Organizational Actions Affecting Basis of Securities
IRS Form 8937 is Report of Organizational Actions Affecting Basis of Securities, which issuers must file if a specified security undergoes an organizational action that affects its basis. The deadline is on or before the 45th day following the organizational action.
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IRS Form 8937 - Report of Organizational Actions Affecting Basis of Securities
IRS Form 8937 is Report of Organizational Actions Affecting Basis of Securities, which issuers must file if a specified security undergoes an organizational action that affects its basis. The deadline is on or before the 45th day following the organizational action.
Risk Radar
Scan points- 1Ensure you file a corrected return within 45 days of determining facts that differ from the initial report.
- 2Filing without listing all securities involved in the organizational action (Boxes 8-13).
- 3Using an incorrect filing date, missing the 45th day cutoff or Jan 15 deadline.
- 4Failing to report a distribution if it is also reportable as a dividend on Form 1099-DIV.
- 5Not including the issuer's Employer Identification Number (EIN) in Boxes 1 and 2 of Part I.
Plain English
This form tells the IRS when a company changes something about its stock or debt that changes what its cost basis is. For example, if a company issues new shares or restructures its debt, this form documents those changes so investors know how to report their taxes correctly. It applies to both U.S. and foreign companies whose securities are owned by American taxpayers.
Submission Date
- Filing date: 2017-12-26 22:00:09
- 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 you are an issuer of a specified security that takes an organizational action affecting its basis.
- Do not use it if your organization is a regulated investment company (RIC) or real estate investment trust (REIT) reporting undistributed capital gains on Form 2439, as that form can satisfy the requirement for those specific gains.
- Check Form 2439 instead when you are an RIC or REIT and need to report undistributed capital gains to shareholders.
Form selector
Use this form or another form?
Debt instrument action after 2015
Use this form for organizational actions affecting debt instruments described in Regulations section 1.6045-1(n)(3).
✓ Check the Part II sections of Form 8937.
Entity is a corporation or treated as one
This covers shares of stock in an entity organized as, or treated for federal tax purposes as, a corporation.
✓ Ensure you complete all boxes relevant to the security on Form 8937.
Action affects American Depositary Receipt (ADR) interest
An interest treated as stock, such as an ADR, requires filing this form if its basis is affected by an organizational action.
✓ Verify that the classification in Box 9 accurately describes the security.
Deadline or filing window
The filing deadline is generally the 45th day following the organizational action. If this date falls after January 15, the Jan 15 deadline takes precedence. You may file early if the quantitative effect on basis can be determined by August 31.
Checklist
What you need before filling it out
Issuer's name/EIN
Issuer's name and EIN are needed · Form 8937, Box 1 & 2
Contact Info (Name, Phone, Email, Address)
Contact person's full details are required · Form 8937, Boxes 3-7
Security Details (Classification, CUSIP, Ticker)
Classification/description, CUSIP number, and Ticker symbol must be entered for each security involved · Form 8937, Boxes 9, 10, & 12
Filing Deadline
The return is due on or before the 45th day following the organizational action, or January 15 of the next year if earlier. · Instructions p.2
Tax Basis Determination
For quantitative effect on basis, reasonable assumptions may be made for facts that cannot be determined before filing. · Instructions p.2
Before you submit
- 1The issuer's name and EIN are entered in Boxes 1 and 2.
- 2A complete contact person's information (name, phone, email, address) is provided in Boxes 3 through 7.
- 3All security details (classification, CUSIP, ticker symbol, etc.) for each involved security are completed in Boxes 9 through 13.
- 4The date of the organizational action is entered in Box 8.
- 5Applicable Internal Revenue Code section(s) and subsection(s) are listed in Box 17 (Part II).
- 6Signatures are provided under penalties of perjury by the preparer, along with a date and printed name/title.
- 7If filed by a firm, the firm's address, EIN, and phone number are included on Page 2.
How to file this form
- 1Complete Part I by entering your issuer's identifying information (name/EIN) and contact details in Boxes 1 through 7.
- 2For each security involved, complete the specific details—including classification (Box 9), CUSIP (Box 10), and ticker symbol (Box 12)—in Boxes 8 through 13.
- 3Complete Part II by detailing the organizational action's specifics for each security, including listing applicable Internal Revenue Code sections in Box 17.
- 4Sign and date the return under penalties of perjury; if a firm prepares it, complete the preparer details on Page 2. Submit to IRS at Ogden, UT 84201-0054.
Known limitations
- 1Form 8937 does not need to be filed if the distribution of stock is reportable as a dividend on Form 1099-DIV.
- 2An S corporation does not require filing Form 8937 for an organizational action affecting its stock basis if it reports the effect timely on a Schedule K-1 (Form 1120S) and provides copies to all proper parties.
- 3A regulated investment company (RIC) or real estate investment trust (REIT) that files Form 2439 can satisfy reporting requirements for undistributed capital gains if it timely files and gives Form 2439 to all proper parties.
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 December 2017. The instructions direct users to IRS.gov/Form8937 for the latest information regarding developments related to Form 8937.
What changed or needs a fresh check
- Edition date — confirm the revision date reads December 2017.
- Mailing address — confirm the destination is Ogden, UT 84201-0054.
- Signature — ensure the preparer signs under penalties of perjury.
- Filer type — confirm if the return is being filed by an individual or a firm (if applicable).
- Required Part — verify that all necessary information for both Part I and Part II has been completed.
Quick Facts
Downloads
After you file
- 1Keep a copy of the filed Form 8937.
- 2If facts later determine a different quantitative effect on basis, file a corrected return within 45 days of determining those facts.
- 3When purchasing back or transferring custody of stock that was subject to an organizational action, report the basis of that stock (this is when the reporting requirement applies for certain actions).
- 4For domestic and foreign issuers whose security is owned by U.S. taxpayers (directly or as a depositary receipt), filing Form 8937 satisfies the requirement.
Sources
- SRCInstructions p.1 — An issuer must file Form 8937 if it is an issuer of a specified security that takes an organizational action affecting the security's basis.
- SRCInstructions p.1 — A specified security includes any share of stock in a corporation or interest treated as stock, including an American Depositary Receipt.
- SRCInstructions p.1 — Filing is required when an organizational action affects the basis of holders of a security or class of the security (e.g., nontaxable cash distribution or stock split).
- SRCInstructions p.2 — Form 8937 must be filed on or before the 45th day following the organizational action, or if earlier, January 15 of the year following the calendar year of the action.
- SRCInstructions p.2 — The form must be sent to Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054.
- SRCForm p.1 — Part I requires reporting the Issuer's name (Line 1) and its employer identification number (EIN) (Line 2).
- SRCInstructions p.1 — No filing is required if all holders are exempt recipients, including C corporations, charitable organizations, IRAs, or the United States.
- SRCNot stated in the official source — verify on the agency site — The form's purpose is to report organizational actions affecting basis of securities.
Common confusion points
When must I file Form 8937?
The deadline is on or before the 45th day following the organizational action, unless that date is later than January 15 of the year following the calendar year of the action.
Does every stock distribution require filing?
Not all distributions require it; for example, you do not need to file if you distribute stock to someone exercising a previously granted right to purchase stock.
When is Form 8937 required for debt instruments?
You must file for an issuance of a debt instrument in a recapitalization, including one resulting from a significant modification or bankruptcy reorganization.
Workflow map
Related forms and next steps
Before
Current
Often used with
⚠ If something goes wrong
- A corrected Form 8937 must be filed within 45 days of determining facts that result in a different quantitative effect on basis.
Questions about IRS Form 8937
What is IRS Form 8937 used for?
This form tells the IRS when a company changes something about its stock or debt that changes what its cost basis is. For example, if a company issues new shares or restructures its debt, this form documents those changes so investors know how to report their taxes correctly. It applies to both U.S. and foreign companies whose securities are owned by American taxpayers.
Who must file IRS Form 8937?
An issuer of a specified security must file Form 8937 if that security takes an organizational action affecting its basis. A specified security includes any share of stock in a corporation or any interest treated as stock, such as an American Depositary Receipt.
What information does IRS Form 8937 require?
Part I collects the issuer's name and EIN (Boxes 1 and 2), contact information (Boxes 3-7), and details for each involved security. Part II provides further requested information for every security affected by the organizational action.
When is IRS Form 8937 due?
Form 8937 must be filed with the IRS on or before the 45th day following the organizational action, or earlier if that date is January 15 of the year after the action occurred. It may also be filed before the action if the quantitative effect on basis can be determined by August 31.
Where do I file IRS Form 8937?
Form 8937 must be sent to the Department of the Treasury, Internal Revenue Service, located at Ogden, UT 84201-0054. Publicly, it can also be posted in a readily accessible format on the company's primary public website.
How do I complete IRS Form 8937?
First, complete Part I by entering the issuer's name/EIN (Boxes 1 & 2) and contact details (Boxes 3-7). Next, detail each security in Boxes 8 through 13. Then, complete Part II with further required information for each involved security before signing.
What happens if IRS Form 8937 is filed incorrectly?
An issuer remains liable for any penalty if they fail to comply with reporting requirements unless they prove the failure was due to reasonable cause and not willful neglect. An acquiring or successor entity is jointly and severally liable with the original issuer for penalties.
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