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Instructions for Form 8023

Department of the Treasury

Internal Revenue Service

(Rev. November 2016)

Elections Under Section 338 for Corporations Making Qualified Stock Purchases

Section references are to the Internal Revenue

section 338 election for the target

corporation by another corporation during

Code unless otherwise noted.

corporation. In the case of a Foreign

a 12-month acquisition period. Preferred

Purchasing Corporation, see Special

stock (as described in section 1504(a)(4))

Future Developments

Instructions for Foreign Purchasing

is not included in computing voting power

Corporations on page 2. File Form 8023

or value. See section 338(h)(3) for the

For the latest information about

with the Internal Revenue Service,

definition of “purchase.”

developments related to Form 8023 and

Submission Processing Center, P.O. Box

its instructions, such as legislation

The acquisition date is the first day on

9941, Mail Stop 4912, Ogden, UT 84409.

enacted after they were published, go to

which a QSP has occurred.

Elections for Multiple Targets

In general, the 12-month acquisition

General Instructions

One Form 8023 (rather than multiple

period is the 12-month period beginning

forms) may be used for targets that meet

with the first acquisition by purchase of

Purpose of Form

these three requirements:

stock included in the QSP. See section

338(h)(1) for additional rules. Also see

1. Each has the same acquisition

Use Form 8023 to make elections under

Regulations section 1.338-8(j)(2).

date,

section 338 for a corporation (the “target”

corporation) if the purchasing corporation

2. Each was a member of the same

The term affiliated group means an

has made a qualified stock purchase

affiliated group (defined below)

affiliated group as defined in section

(QSP) of the target corporation.

immediately before the acquisition date,

1504(a), determined without regard to the

and

If a section 338(g) election is made for

exceptions contained in section 1504(b).

the target, the target is treated for

3. Each is a member of the same

Specific Instructions

purposes of Subtitle A of the Code as

affiliated group immediately after the

having sold all of its assets on the

acquisition date.

acquisition date and then as having

Employer identification number. An

purchased the assets as a new

All of the information that would be

employer identification number (EIN) must

corporation (“new” target) on the day after

required for the additional targets if a

be included for each corporation identified

the acquisition date. For periods on or

separate Form 8023 were filed must be

in Section A-1, A-2, B, or C or on attached

before the acquisition date, the target is

provided for that target in schedules

schedules. An EIN is not required if the

sometimes referred to as the “old” target.

attached to the form. If a form is used to

corporation does not have, and is not

In addition, the target must recognize gain

make an election under section 338 for

otherwise required to have, an EIN.

or loss on the deemed sale of its assets.

more than one target, check the box on

Country of incorporation. When

line 9. In an attached schedule, provide

If a section 338(h)(10) election is made

identifying the country of incorporation,

the information requested in Sections A-1,

for the target, the target generally is

include political subdivisions, if any.

A-2, B, C, and D for each target

treated as making the deemed sale and

corporation other than the one shown in

Tax year ending. The tax year ending

liquidating. The treatment of the target

Section B of the form. In the schedule,

date of any corporation is determined

shareholders generally is consistent with

also state which elections are made for

without regard to any QSP.

the sale and liquidation treatment. A

each target (i.e., information

section 338(h)(10) election cannot be

Section A-1—Purchasing

corresponding to lines 6, 7, 8, and 9 of

made for a target corporation unless it is

Section E). Include the appropriate

Corporation

acquired from a selling consolidated

signature or signature attachment for each

group, a selling affiliate (as defined in

If more than one member of an affiliated

target. See Signature(s) on page 2.

Regulations section 1.338(h)(10)- 1(b)(3)),

group purchases stock of the target

or an S corporation shareholder (or

corporation listed in Section B (or

shareholders).

One special instruction applies to

identified on an attached schedule), enter

section 338 elections for lower-tiered

Who Must File

in Section A-1 the name of the corporation

targets, whether one or more Forms 8023

that acquired the largest percentage (by

Generally, a purchasing corporation must

are filed to make the elections. If, for

value) of the target's stock in the QSP. If

file Form 8023 for the target. If a section

example, P purchases target A, target A

two or more affiliates acquired equal

338(h)(10) election is made for a target,

owns target B, and P makes a section 338

amounts of target stock, insert the name of

Form 8023 must be filed jointly by the

election for target A, this results in a

any one of them in Section A-1. On an

purchasing corporation and the common

deemed QSP of target B. To make an

attached schedule, provide the

parent of the selling consolidated group

election for target B, complete and sign

information requested on this form for

(or the selling affiliate or an S corporation

Form 8023 as if the purchasing

each purchasing corporation other than

shareholder(s)). If the target is an S

corporation(s) of the directly purchased

the one listed in Section A-1. Also provide

corporation, a section 338(h)(10) election

target were the purchasing corporation(s)

a schedule that lists which target stock

must be made by all of the shareholders of

of the lower-tiered target.

was acquired by each purchasing

the target, including shareholders who do

corporation.

not sell target stock in the QSP.

Definitions

When and Where To File

A qualified stock purchase (QSP) is the

purchase of at least 80% of the total voting

File Form 8023 by the 15th day of the 9th

power and value of the stock of a

month after the acquisition date to make a

Nov 01, 2016

Cat. No. 24987I

Instructions For Form 8023 - Elections Under Section 338 For Corporations Making Qualified Stock Purchases Page 2

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