Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases
Form 8023 is the election form a purchasing corporation files to treat a qualified stock purchase of a target corporation as an asset purchase under section 338. Fill in the official IRS PDF below and download it.
This is the genuine IRS PDF, unmodified. Source: IRS official page.
What is 8023?
When one corporation buys enough stock of another to make a qualified stock purchase, section 338 lets the buyer elect to treat the transaction as if the target sold its assets, which steps up the basis of those assets to fair market value. Form 8023 is how that election is made, whether it is a straight section 338(g) election by the purchaser alone or a joint section 338(h)(10) election made together with the sellers of the target’s stock.
The form identifies the purchasing corporation, the target, and the acquisition date, and collects the signatures the particular election requires. The related allocation of the deemed purchase price among the target’s assets is reported separately on Form 8883. The election deadline is strict, so timing matters more on this form than on most.
Who files 8023?
- Purchasing corporations making a section 338(g) election after a qualified stock purchase
- Buyers and sellers jointly electing under section 338(h)(10) for a target that is an S corporation or a subsidiary in a consolidated group
- Foreign purchasing corporations making elections for foreign or domestic targets
- Members of a consolidated group making the election through the common parent
How to fill out 8023
- Complete the identifying information for the purchasing corporation and the target corporation, including EINs and addresses.
- Enter the acquisition date and the details of the qualified stock purchase.
- Check the box for the election being made, section 338(g) or the joint section 338(h)(10) election.
- Obtain the required signatures: the purchaser for a 338(g) election, and both purchaser and the selling shareholders or common parent for a joint election.
- Download the completed PDF and file it with the IRS by the fifteenth day of the ninth month after the month of acquisition, following the address in the instructions.
Quick fill 8023 on this page
Prefer to see the form itself while you type? Open 8023 in the editor to fill it on the actual pages, add a signature, and download.
Frequently asked questions
What is the difference between a 338(g) and a 338(h)(10) election?
A 338(g) election is made by the purchaser alone and generally produces two levels of tax, so it is most common with foreign targets. A 338(h)(10) election is made jointly with the sellers, treats the deal as an asset sale by the target with a single level of tax, and is available for S corporation targets and consolidated subsidiaries.
Is there a deadline for filing Form 8023?
Yes, and it is unforgiving: the election is generally due by the fifteenth day of the ninth month after the month in which the acquisition date falls. Relief for late elections is limited, so confirm the date early in the deal.
Do I still need Form 8883?
Yes. Form 8023 makes the election; Form 8883 reports the allocation of the deemed sale price among the target’s assets and is filed with the relevant tax returns of the parties.