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Instructions for Form 8937

Department of the Treasury

Internal Revenue Service

(Rev. December 2011)

Report of Organizational Actions Affecting Basis of Securities

state, or political subdivisions, as defined in Regulations

Section references are to the Internal Revenue Code unless

otherwise noted.

section 1.6045B-1(b)(5).

General Instructions

Certain money market funds. No reporting is required

by a regulated investment company (RIC) that can hold

Future developments. Information about any future

itself out as a money market fund under Rule 2a-7 under

developments that affect Form 8937 (such as legislation)

the Investment Company Act of 1940.

will be posted at

Special Rules

Who Must File

S corporations. An S corporation can satisfy the

File Form 8937 if you are an issuer of a specified security

reporting requirement for any organizational action

that takes an organizational action that affects the basis

affecting the basis of its stock if it reports the effect of the

of that security. A specified security is:

organizational action on a timely filed Schedule K-1

•

Any share of stock in an entity organized as, or

(Form 1120S) for each shareholder and timely gives a

treated for federal tax purposes as, a corporation, or

copy to all proper parties.

•

Any interest treated as stock, including, for example,

Certain RICs and REITs. A regulated investment

an American Depositary Receipt.

company (RIC) or a real estate investment trust (REIT)

File Form 8937 only when an organizational action

that reports undistributed capital gains to shareholders on

affects the basis of all holders of a security or all holders

Form 2439 can satisfy the organizational action reporting

of a class of the security. For example, you must file

requirements for those undistributed gains if the RIC or

Form 8937 if you make a nontaxable cash distribution to

REIT timely files and gives Form 2439 to all proper

shareholders or if you make a nontaxable stock

parties for the organizational action. RICs, REITs, and

distribution to shareholders, including a stock split. Do

brokers holding custody of RIC and REIT stock must then

not file Form 8937 if you distribute stock to someone

adjust basis in accordance with the information reported

exercising a previously granted right to purchase stock.

on Form 2439.

While this action bears on the basis of the stock being

When To File

distributed, it does not affect the basis of stock held by

others. You must instead report the basis of the stock

Form 8937 must be filed with the IRS on or before the

being distributed when you purchase back or transfer

45th day following the organizational action or, if earlier,

custody of the stock. You should not file Form 8937 for

January 15 of the year following the calendar year of the

an initial public offering.

organizational action. You may file the return before the

organizational action if the quantitative effect on basis is

File Form 8937 for a distribution of property to

determinable. For purposes of determining this deadline,

shareholders only if you know that the distribution will not

a redemption occurs on the last day a holder may

be taxable as a dividend to shareholders. Do not report a

redeem a security.

distribution on Form 8937 if the distribution is reportable

as a dividend on Form 1099-DIV.

To report the quantitative effect on basis by the

due date, you may make reasonable assumptions

The requirement to file Form 8937 applies to both

TIP

about facts that cannot be determined before the

domestic and foreign issuers of securities if the security

due date. You must file a corrected return within 45 days

is owned by U.S. taxpayers, either directly or as a

of determining facts that result in a different quantitative

depositary receipt.

effect on basis from what was previously reported. For

This filing requirement applies to organizational

additional information, see Regulations section

actions after 2010. However, regulated investment

1.6045B-1(a)(2)(ii).

companies (RICs) need to file Form 8937 only for

Where To File

organizational actions after 2011.

Send Form 8937 to Department of the Treasury, Internal

Exceptions

Revenue Service, Ogden, UT 84201-0054.

Public reporting. You are not required to file Form

Issuer Statements

8937 with the IRS if, by the due date, you post a

completed Form 8937 in a readily accessible format in an

If you are required to file Form 8937, you must give a

area of your primary public website dedicated to this

copy of Form 8937 to each security holder of record as of

purpose and you keep it accessible to the public on this

the date of the organizational action and all subsequent

website or the primary website of any successor

holders of record up to the date you give the copy of

organization for 10 years.

Form 8937. If you record the security on your books in

Exempt recipients. No reporting is required if you

the name of a nominee, you must give the copy of Form

determine that all the holders of the security are exempt

8937 to the nominee in lieu of the holder. However, if

recipients, including C corporations, charitable

you, your agent, or a plan you operate is listed as the

organizations, foreign holders, IRAs, Archer MSAs,

nominee, you must give the copy of Form 8937 to the

health savings accounts (HSAs), the United States, a

holder.

Jan 04, 2012

Cat. No. 57457H

Instructions For Form 8937 - Report Of Organizational Actions Affecting Basis Of Securities - 2011

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