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Instructions for Form 8937

Department of the Treasury

Internal Revenue Service

(Rev. December 2017)

Report of Organizational Actions Affecting Basis of Securities

Section references are to the Internal Revenue Code unless

Organizational actions occurring after 2013 affecting

otherwise noted.

securities futures contracts.

Organizational actions occurring after 2013 affecting fixed

Future Developments

yield, fixed term debt instruments described in Regulations

section 1.6045-1(n)(2)(i) (other than debt instruments

For the latest information about developments related to

described in Regulations section 1.6045-1(n)(2)(ii)).

Form 8937 and its instructions, such as legislation enacted

Organizational actions occurring after 2015 affecting debt

after they were published, go to IRS.gov/Form8937.

instruments described in Regulations section 1.6045-1(n)(3)

General Instructions

(for example, a variable rate debt instrument, a contingent

payment debt instrument, a convertible debt instrument, a

Who Must File

payment-in-kind debt instrument, or an inflation-indexed debt

instrument).

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

takes an organizational action that affects the basis of that

Exceptions

security. A specified security is:

Any share of stock in an entity organized as, or treated for

Public reporting. You are not required to file Form 8937

federal tax purposes as, a corporation;

with the IRS if, by the due date, you post a completed and

Any interest treated as stock, including, for example, an

signed Form 8937 in a readily accessible format in an area of

American Depositary Receipt;

your primary public website dedicated to this purpose and

An option, warrant, or stock right described in Regulations

you keep it accessible to the public on this website or the

section 1.6045-1(m)(2);

primary website of any successor organization for 10 years.

A securities futures contract; or

You may electronically sign the Form 8937 that is posted to

A debt instrument (other than a debt instrument subject to

your website as long as you identify the individual who is

section 1272(a)(6) or a short-term obligation).

signing the penalties of perjury declaration.

File Form 8937 when an organizational action affects the

Exempt recipients. No reporting is required if you

basis of holders of a security or holders of a class of the

determine that all the holders of the security are exempt

security. For example, you must file Form 8937 if you make a

recipients, including C corporations, charitable organizations,

nontaxable cash distribution to shareholders or if you make a

foreign holders, IRAs, Archer MSAs, health savings accounts

nontaxable stock distribution to shareholders, including a

(HSAs), the United States, a state, or political subdivisions,

stock split. In addition, if a conversion rate adjustment on a

as defined in Regulations section 1.6045B-1(b)(5).

convertible debt instrument results in a distribution under

section 305(c) (for example, because of a cash distribution to

Certain money market funds. No reporting is required by

shareholders), you must file Form 8937 if the adjustment

a regulated investment company (RIC) that can hold itself out

occurs after December 31, 2015. Do not file Form 8937 if you

as a money market fund under Rule 2a-7 under the

distribute stock to someone exercising a previously granted

Investment Company Act of 1940.

right to purchase stock. While this action bears on the basis

of the stock being distributed, it does not affect the basis of

Special Rules

stock held by others. You must instead report the basis of the

stock being distributed when you purchase back or transfer

S corporations. If an S corporation reports the effect of any

custody of the stock. You do not need to file Form 8937 for

organizational action affecting the basis of its stock on a

an initial public offering or an issuance of a debt instrument.

Schedule K-1 (Form 1120S) timely filed for each shareholder

However, you may need to file Form 8937 for an issuance of

and timely gives a copy to all proper parties, no Form 8937 is

a debt instrument in a recapitalization, including a

required to be filed with regard to that organizational action.

recapitalization resulting from a significant modification or a

Certain RICs and REITs. A regulated investment company

bankruptcy reorganization.

(RIC) or a real estate investment trust (REIT) that reports

Do not report a distribution on Form 8937 if the distribution

undistributed capital gains to shareholders on Form 2439 can

is reportable as a dividend on Form 1099-DIV.

satisfy the organizational action reporting requirements for

those undistributed gains if the RIC or REIT timely files and

The requirement to file Form 8937 applies to both

gives Form 2439 to all proper parties for the organizational

domestic and foreign issuers of securities if the security is

action. RICs, REITs, and brokers holding custody of RIC and

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

REIT stock must then adjust basis in accordance with the

receipt.

information reported on Form 2439.

This filing requirement applies to organizational actions

occurring after 2010 for a specified security as follows.

When To File

Organizational actions occurring after 2010 affecting stock

Form 8937 must be filed with the IRS on or before the 45th

other than regulated investment company stock.

day following the organizational action or, if earlier, January

Organizational actions occurring after 2011 affecting

15 of the year following the calendar year of the

regulated investment company stock.

organizational action. You may file the return before the

Organizational actions occurring after 2013 affecting

organizational action if the quantitative effect on basis is

options, warrants, or stock rights.

Aug 31, 2017

Cat. No. 57457H

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

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