Form 8806 - Information Return For Acquisition Of Control Or Substantial Change In Capital Structure - 2003 Page 2

Download a blank fillable Form 8806 - Information Return For Acquisition Of Control Or Substantial Change In Capital Structure - 2003 in PDF format just by clicking the "DOWNLOAD PDF" button.

Open the file in any PDF-viewing software. Adobe Reader or any alternative for Windows or MacOS are required to access and complete fillable content.

Complete Form 8806 - Information Return For Acquisition Of Control Or Substantial Change In Capital Structure - 2003 with your personal data - all interactive fields are highlighted in places where you should type, access drop-down lists or select multiple-choice options.

Some fillable PDF-files have the option of saving the completed form that contains your own data for later use or sending it out straight away.

ADVERTISEMENT

2
Form 8806 (12-2003)
Page
General Instructions
Corporation includes group. If two or
Who Must File
more corporations act according to a
A reporting corporation is required to file
plan or arrangement with respect to the
Section references are to the Inter nal
Form 8806 if the reporting corporation or
acquisition of stock, they will be treated
Revenue Code unless otherwise noted.
any shareholder is required to recognize
as one corporation.
gain (if any) as a result of the application
Section 338 election. An acquisition of
Purpose of Form
of section 367(a) to the transaction.
stock of a corporation with respect to
A reporting corporation must file Form
If the reporting corporation transfers
which an election under section 338 is
8806, Information Return for Acquisition
all or substantially all of its assets to an
made is treated as an acquisition of
of Control or Substantial Change in
acquiring corporation in a transaction
stock (and not as an acquisition of the
Capital Structure, to report an
that constitutes a substantial change in
assets of the corporation).
acquisition of control or a substantial
the capital structure of the reporting
Substantial Change in Capital
change in the capital structure of a
corporation and the reporting
Structure of a Corporation
domestic corporation.
corporation does not file Form 8806,
then the acquiring corporation must file
A corporation has a substantial change
Definitions
Form 8806. If neither corporation files
in capital structure if it has a change in
Form 8806, both corporations are jointly
Acquisition of Control of a
capital structure and the amount of any
and severally liable for any applicable
Corporation
cash and the fair market value of any
penalties. See Penalties for Failure To
other property (including the value of
Generally, an acquisition of control of a
File below.
any stock) provided to the shareholders
corporation (first corporation) occurs if,
of such corporation pursuant to the
Corporations Not Required
in a transaction or series of related
change in capital structure, as of the
transactions, either:
To File
date or dates on which the cash or
● Stock representing control of the first
other property is provided, is $100
Do not file Form 8806:
corporation is distributed by a second
million or more. Generally, a corporation
● For transactions that were properly
corporation to shareholders of the
has a change in capital structure if the
reported under section 6043(a); or
second corporation and the fair market
corporation in a transaction or series of
● If the reporting corporation reasonably
value of such stock on the date of
transactions:
determines that all of its shareholders
distribution is $100 million or more or
● Undergoes a recapitalization with
who receive cash, stock, or other
● Before an acquisition of stock of the
respect to its stock;
property related to the acquisition of
first corporation (directly or indirectly) by
● Redeems its stock (including deemed
control or substantial change in capital
a second corporation, the second
redemptions);
structure are exempt recipients under
corporation does not have control of the
● Merges, consolidates, or otherwise
Temporary Regulations section
first corporation; after the acquisition,
1.6043-4T(b)(6).
combines with another corporation or
the second corporation has control of
transfers all or substantially all of its
the first corporation; the fair market
When To File
assets to one or more corporations;
value of the stock acquired in the
● Transfers all or part of its assets to
File Form 8806, within 45 days after the
transaction and in any related
transaction, or if earlier by January 5th
another corporation in a Title 11 or
transactions as of the date or dates on
of the calendar year following the year in
similar case and, in pursuance of the
which the stock was acquired is $100
which the acquisition of control or
plan, distributes stock or securities of
million or more; and the shareholders of
substantial change in capital structure
that corporation; or
the first corporation (determined without
occured.
● Changes its identity, form, or place of
applying the constructive ownership rule
If an acquisition of control or a
organization.
of section 318(a)) receive cash, stock, or
substantial change in capital structure
other property pursuant to the aquisition.
Receipt of property. A shareholder is
of a corporation occurs after
treated as receiving property (or as
Control. Control means the ownership
December 31, 2002, and before
having property provided to it) related to
of stock possessing at least 50% of the
December 30, 2003, Form 8806 must be
an aquisition of control or a substantial
total combined voting power of all
filed on or before January 12, 2004.
change in capital structure if a liability of
classes of stock entitled to vote or at
the shareholder is assumed in the
least 50% of the total value of shares of
Where To File
transaction and, as a result of the
all classes of stock.
transaction, an amount is realized by the
Mail Form 8806 to:
Constructive ownership. Generally, the
shareholder from the sale or exchange
constructive ownership rules of section
Internal Revenue Service
of stock.
318(a) (except for section 318(a)(4),
Large and Midsize Business Division
providing for constructive ownership
Attention: PFTS
Reporting Corporation
through an option to acquire stock),
1111 Constitution Ave., NW
A reporting corporation is a corporation
modified as provided in section
Washington, DC 20224
whose stock was acquired in an
304(c)(3)(B), apply for determining
acquisition of control or that had a
Penalties for Failure To File
whether there has been an acquisition of
substantial change in its capital
control. The determination of whether
Caution: Form 8806 and all Forms
structure.
there has been an acquisition of control
1099-CAP, Changes in Corporate
will be made without regard to whether
Acquiring Corporation
Control and Capital Structure, required
the person or persons from whom
to be filed under Temporary Regulations
The acquiring corporation is any
control was acquired retain indirect
sections 1.6043-4T(a) and (b) will be
corporation that acquired control of the
control of the first corporation under
considered as one return for purposes of
reporting corporation or received assets
section 318(a). Section 318(a) will not
the failure to file penalty under section
from the reporting corporation pursuant
cause a second corporation to be
6652(l).
to a substantial change in capital
treated as owning, before an acquisition
If a correct Form 8806 is not filed by
structure of the reporting corporation.
of stock in a first corporation (directly or
the due date of the corporation’s income
indirectly) by the second corporation,
tax return, including extensions, it may
any stock that is acquired in the first
be penalized $500 for each day the
corporation.

ADVERTISEMENT

00 votes

Related Articles

Related forms

Related Categories

Parent category: Financial
Go
Page of 3