Form 8806, Information Return for Acquisition of Control or Substantial Change in Capital Structure
Form 8806 is the information return a domestic corporation files with the IRS after an acquisition of control or a substantial change in its capital structure. Fill in the official IRS PDF below and download it.
This is the genuine IRS PDF, unmodified. Source: IRS official page.
What is 8806?
When control of a domestic corporation changes hands, or its capital structure changes substantially in a transaction where shareholders receive cash, stock, or other property, the corporation must tell the IRS about it. Form 8806 identifies the reporting corporation, describes the transaction, and reports the fair market value of what shareholders received. The information helps the IRS match the corporate-level report against the gain or loss shareholders report on their own returns.
The form also lets the corporation consent to have the IRS publish information about the transaction, which can relieve it of the separate obligation to furnish statements to individual shareholders. Filing deadlines are tight and tied to the transaction date, so check the current instructions for the exact due date and the reporting thresholds that trigger the filing.
Who files 8806?
- Domestic corporations whose control was acquired in a stock acquisition
- Corporations that underwent a substantial change in capital structure, such as a recapitalization or certain mergers
- Corporations whose shareholders received cash or property in a reportable transaction
- Successor entities responsible for a predecessor corporation’s reporting obligations
How to fill out 8806
- Enter the reporting corporation’s name, EIN, and address, and the details of any common parent if the corporation was in a consolidated group.
- Describe the transaction: the date, the type of acquisition or capital structure change, and the parties involved.
- Report the fair market value of the cash, stock, and other property provided to shareholders in the transaction.
- Decide whether to check the box consenting to IRS publication of the transaction information, which affects your shareholder statement obligations.
- Sign the form, download the completed PDF, and mail it to the IRS address in the instructions by the deadline that applies to your transaction.
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Frequently asked questions
How does Form 8806 relate to shareholder reporting?
Form 8806 is the corporate-level report to the IRS. Shareholders who receive cash or property in the transaction are generally informed through separate broker or corporate statements. The consent election on Form 8806 can substitute IRS publication for some of those individual statements. See the instructions for how the pieces fit together.
Does every merger or stock sale require Form 8806?
No. The filing is triggered only by an acquisition of control or a substantial change in capital structure as defined in the regulations, and only when the amounts involved meet the thresholds in the instructions. Small or internal restructurings often fall outside the rules.
When is Form 8806 due?
The due date is measured from the transaction, and it comes up quickly. Check the current Form 8806 instructions at irs.gov for the exact deadline before you plan the filing.