Instructions for Form 8886-T

(December 2019)

Disclosure by Tax-Exempt Entity Regarding Prohibited Tax Shelter Transaction

Department of the Treasury

Internal Revenue Service

Section references are to the Internal Revenue 

Code unless otherwise noted.

General Instructions

Future Developments

For the latest information about 

developments related to Form 8886-T and 

the instructions, such as legislation 

enacted after they were published, go to 

IRS.gov/Form8886-T.

Purpose of Form

Certain tax-exempt entities (defined 

below) are required to file Form 8886-T to 

disclose information with respect to each 

prohibited tax shelter transaction to which 

the entity is a party. See Prohibited tax 

shelter transaction below. See Party to a 

prohibited tax shelter transaction below to 

determine if the tax-exempt entity is a 

party to a prohibited tax shelter 

transaction. See Regulations section 

1.6033-5 for more information. Form 

8886-T is available for public inspection.

A separate Form 8886-T must be filed 

for each prohibited tax shelter transaction.

In addition to filing Form 8886-T, a 

tax-exempt entity and/or entity manager(s) 

may be liable for excise taxes in 

connection with the prohibited tax shelter 

transaction. For more information, see the 

Instructions for Form 4720, Return of 

Certain Excise Taxes Under Chapters 41 

and 42 of the Internal Revenue Code, and 

the Instructions for Form 5330, Return of 

Excise Taxes Related to Employee 

Benefit Plans.

A taxable party to a prohibited tax 

shelter transaction must provide a 

statement to any tax-exempt entity that is 

party to the transaction that the 

transaction is a prohibited tax shelter 

transaction. See Tax-exempt entity below.

If a tax-exempt entity participates in 

any reportable transaction (defined in 

Regulations section 1.6011-4), the 

tax-exempt entity may also be required to 

file Form 8886, Reportable Transaction 

Disclosure Statement. For more 

information, see the Instructions for Form 

8886.

Frequency of disclosure. A single 

disclosure is required for each prohibited 

tax shelter transaction.

Who Must File

If the tax-exempt entity is a non-plan entity 

(defined below), Form 8886-T must be 

filed by the entity. If the tax-exempt entity 

is a plan entity (defined below), Form 

8886-T must be filed by the entity 

manager (defined on page 2).

Note. If the entity is a fully self-directed 

qualified plan, IRA, or other savings 

arrangement, the entity manager is the 

plan participant, beneficiary, or owner who 

approved or caused the entity to be a 

party to the prohibited tax shelter 

transaction.

Definitions

Tax-exempt entity. A tax-exempt entity 

is an entity which is either a plan entity 

(defined below) or a non-plan entity 

(defined below).

Non-plan entity. Non-plan entities are 

tax-exempt entities described in section 

4965(c)(1), (c)(2), or (c)(3). The following 

tax-exempt entities are non-plan entities.

• An organization described in section 

501(c) or 501(d).

• Entities described in section 170(c) 

including a state, a possession of the 

United States, the District of Columbia, or 

a political subdivision of a state or 

possession of the United States (but not 

including the United States).

• An Indian tribal government.

See Regulations section 1.6033-5 for 

more information.

Plan entity. Plan entities are 

tax-exempt entities described in section 

4965(c)(4), (c)(5), (c)(6), (c)(7), or (c)(8). 

The following tax-exempt entities are plan 

entities.

• A plan described in section 401(a) 

which includes a trust exempt from tax 

under section 501(a).

• An annuity plan described in section 

403(a) or annuity contract described in 

section 403(b).

• A qualified tuition program described in 

section 529.

• An eligible deferred compensation plan 

described in section 457(b) that is 

maintained by a governmental employer 

described in section 457(e)(1)(A).

• An individual retirement account within 

the meaning of section 408(a).

• An individual retirement annuity within 

the meaning of section 408(b).

• An Archer medical savings account 

within the meaning of section 220(d).

• A custodial account treated as an 

annuity contract under section 403(b)(7)

(A).

• A Coverdell education savings account 

as defined in section 530.

• A health savings account within the 

meaning of section 223(d).

• An ABLE program described in section 

529A.

See Regulations section 1.6033-5 for 

more information.

Party to a prohibited tax shelter transaction. A tax-exempt entity is a party to a 

prohibited tax shelter transaction if it:

• Facilitates the transaction by reason of 

its tax-exempt, tax indifferent, or 

tax-favored status;

• Is identified in published guidance, by 

type, class, or role, as a party to a 

prohibited tax shelter transaction. See 

example in Regulations section 

53.4965-4(c).

Prohibited tax shelter transaction. 

Generally, a prohibited tax shelter 

transaction is a transaction that is a listed 

transaction (including subsequently listed 

transaction), a confidential transaction, or 

a transaction with contractual protection. 

See definitions of these terms on pages 1 

and 2.

Note. In general, if the IRS determines by 

published guidance that a transaction will 

be excluded from the definition of listed 

transaction, confidential transaction, or 

transaction with contractual protection, the 

transaction will not be considered a 

prohibited tax shelter transaction.

Listed transaction. A listed transaction 

is a transaction that is the same as or 

substantially similar to any of the types of 

transactions that the IRS has determined 

to be a tax avoidance transaction and are 

identified by notice, regulation, or other 

form of published guidance as a listed 

transaction. For existing guidance, see 

Notice 2009-59, 2009-31 I.R.B. 170 and 

IRS.gov/Businesses/Corporations/ListedTransactions.

Subsequently listed transaction. A 

subsequently listed transaction is a 

transaction that is identified in published 

guidance as a listed transaction after the 

tax-exempt entity has entered into the 

transaction and that was not a confidential 

transaction or transaction with contractual 

protection at the time the entity entered 

into the transaction. See section 4965(e)

(2) for more information.

Substantially similar. A transaction is 

substantially similar to another transaction 

if it is expected to obtain the same or 

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similar types of tax consequences and is 

either factually similar or based on the 

same or similar tax strategy. Receipt of an 

opinion regarding the tax consequences 

of the transaction is not relevant to the 

determination of whether the transaction is 

the same as or substantially similar to 

another transaction. Further, the term 

substantially similar must be broadly 

construed in favor of disclosure. See 

Regulations section 1.6011-4(c)(4) for 

examples.

Confidential transaction. A confidential 

transaction is a transaction that is offered 

under conditions of confidentiality and for 

which a minimum fee (defined below) was 

paid to an advisor. A transaction is 

considered to be offered under conditions 

of confidentiality if the advisor places a 

limitation on disclosure of the tax 

treatment or tax structure of the 

transaction and the limitation on 

disclosure protects the confidentiality of 

the advisor's tax strategies. The 

transaction is treated as confidential even 

if the conditions of confidentiality are not 

legally binding on the taxpayer. See 

Regulations section 1.6011-4(b)(3) for 

more information.

Minimum fee. For a corporation, or a 

partnership or trust in which all of the 

owners or beneficiaries are corporations 

(looking through any partners or 

beneficiaries that are themselves partners 

or trusts), the minimum fee is $250,000. 

For all others, the minimum fee is $50,000. 

The minimum fee includes all fees paid 

directly or indirectly for the tax strategy, 

advice or analysis of the transaction 

(whether or not related to the tax 

consequences of the transaction), 

implementation and documentation of the 

transaction, and tax preparation fees to 

the extent they exceed customary return 

preparation fees. Fees do not include 

amounts paid to a person, including an 

advisor, in that person's capacity as a 

party to the transaction.

Transaction with contractual protection. A transaction with contractual 

protection is a transaction for which a 

participant (or related party as defined 

under section 267(b) or 707(b)) has the 

right to a full refund or partial refund of 

fees if all or part of the intended tax 

consequences from the transaction are 

not sustained. It also includes a 

transaction for which fees are contingent 

on the realization of tax benefits from the 

transaction. For exceptions and other 

details, see Regulations section 

1.6011-4(b)(4) and Rev. Proc. 2007-20.

Entity manager. In the case of a plan 

entity, entity manager means the person 

who approves or otherwise causes the 

tax-exempt entity to be a party to the 

prohibited tax shelter transaction. See 

section 4965(d)(2).

Recordkeeping

The entity or entity manager must keep a 

copy of all documents and other records 

related to a prohibited tax shelter 

transaction. See Regulations section 

1.6001-1(c) and 53.6001-1 for more 

details.

When To File

General rules. Generally, the due date 

for filing Form 8886-T depends on whether 

the tax-exempt entity is a party to a 

prohibited tax shelter transaction to 

reduce its own federal tax liability or, 

alternatively, whether it is a party to such a 

transaction to facilitate the transaction by 

reason of its tax-exempt, tax indifferent, or 

tax-favored status.

In the case of a tax-exempt entity that 

is a party to a prohibited tax shelter 

transaction because it facilitates the 

transaction by reason of its tax-exempt, 

tax indifferent, or tax-favored status, Form 

8886-T must be filed on or before May 15 

of the calendar year following the close of 

the calendar year during which the 

tax-exempt entity entered into the 

prohibited tax shelter transaction. See 

section 1.6033-5(d)(1).

Entities identified as a party to a prohibited tax shelter transaction by published guidance. In the case of a 

tax-exempt entity that becomes a party to 

a prohibited tax shelter transaction 

because it is identified in published 

guidance by type, class, or roles as a party 

to a prohibited tax shelter transaction, the 

published guidance will specify the due 

date of Form 8886-T.

Subsequently listed transaction. In the 

case of a tax-exempt entity that is a party 

to a prohibited tax shelter transaction 

because the transaction was 

subsequently listed, Form 8886-T must be 

filed by May 15 of the calendar year 

following the close of the calendar year 

during which the transaction was identified 

as a listed transaction. See section 

1.6033-5(d)(2).

Where To File

Send the return to the:

Department of the Treasury

Internal Revenue Service Center

Ogden, UT 84201-0027

Penalties

There is a monetary penalty under section 

6652(c) for the failure to disclose 

information required under section 

6033(a)(2) with respect to a prohibited tax 

shelter transaction. The penalty for failure 

to include information with respect to a 

prohibited tax shelter transaction is $105 

for each day during which such failure 

continues, not to exceed $54,000 for each 

required disclosure. In addition, the IRS is 

authorized to make a written demand on 

the entity or entity manager specifying a 

future date by which the required 

disclosure must be filed. If there is a failure 

to comply with this demand, there is an 

additional penalty in the amount of $105 

per day after the expiration of the time 

specified in the demand, not to exceed 

$10,500 for each required disclosure. In 

the case of a non-plan entity (defined on 

page 1), the penalty is imposed on the 

tax-exempt entity. In the case of a plan 

entity (defined on page 1), the penalty is 

imposed on the entity manager. These 

penalties are adjusted for inflation. See 

section 6652(c) for more information on 

penalties.

A penalty is assessed to the 

tax-exempt entity (for a non-plan entity) or 

to the entity manager (for a plan entity) for 

each failure to timely file Form 8886-T in 

accordance with its instructions and 

Regulations section 1.6033-5. Form 

8886-T must be completed in its entirety 

with all required attachments to be 

considered complete. Do not enter 

“Information provided upon request,” or 

“Details available upon request,” or any 

similar statement in the space provided. 

Inclusion of any such statements subjects 

the tax-exempt entity (for a non-plan 

entity) or the entity manager (for a plan 

entity) to penalty. See section 6652(c) for 

more information.

Public Inspection

A completed Form 8886-T is available for 

public inspection as required under 

section 6104.

Specific Instructions

Name and Address

Enter the name and address of the 

tax-exempt entity. Include the suite, room, 

or other unit number after the street 

address. If the Post Office does not deliver 

mail to the street address, show the P.O. 

box number instead of the street address. 

The name and address should be the 

same as shown on other forms filed with 

the IRS.

Employer Identification 

Number (EIN)

Enter the employer identification number 

of the tax-exempt entity. In the case of a 

fully self-directed qualified plan, or an IRA 

(or other savings arrangement) that does 

not have and is not required to obtain an 

EIN, leave the EIN box blank. Do not enter 

a social security number.

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Who Must Sign

Non-plan entity. The director, trustee, 

officer, or other official authorized to sign 

for the non-plan entity (defined on page 1) 

must sign Form 8886-T.

Plan entity. For plan entities (defined on 

page 1), the entity manager (defined on 

page 2) must sign Form 8886-T.

How To Complete

Form 8886-T

In order to be considered complete, Form 

8886-T must be completed in its entirety 

with all required attachments. Do not 

simply write “See Attached.” If the 

information required exceeds the space 

provided, complete as much information 

as possible in the available space and 

attach the remaining information on 

additional sheets. The additional sheets 

must be in the same order as the lines to 

which they correspond. You must also 

include the entity name and identifying 

number at the top of each additional 

sheet.

Line 1

Check the box which indicates the type of 

tax-exempt entity that is a party to a 

prohibited tax shelter transaction.

Line 2

Check the box for all categories that apply 

to the transaction being reported. The 

categories of prohibited tax shelter 

transactions (listed, confidential, and 

transaction with contractual protection) 

are described on pages 1 and 2. Do not 

report more than one transaction on this 

form. If the transaction is substantially 

similar to a listed transaction, check the 

box next to “listed transaction.” See 

Substantially similar on page 2. If you 

checked the listed transaction box, you 

must also identify the transaction on line 3.

If the transaction is a listed 

transaction or substantially similar 

to a listed transaction, you must 

check the listed transaction box in addition 

to any others that may apply.

Line 3

If you selected “listed transaction” on 

line 2, provide a brief identifying 

description of the listed transaction and 

identify the notice, revenue ruling, 

regulation (for example, Regulations 

section 1.643(a)-8 or Notice 2003-81 

modified and supplemented by Notice 

2007-71, 2007-35 I.R.B. 472), 

announcement, or other published 

guidance that identified the listed 

transaction. For guidance identifying listed 

transactions, see Notice 2009-59, 

2009-31 I.R.B. 170. For further updates, 

go to IRS.gov/Businesses/Corporations/

Listed-Transactions.

Line 4

Provide the complete names and 

addresses of all other parties (whether 

taxable or tax-exempt) to the transaction, 

if known. If you need additional space, 

attach separate sheets. At the top of each 

additional sheet, write “Line 4” and enter 

the tax-exempt entity's name and 

identifying number.

Paperwork Reduction Act Notice. We 

ask for the information on this form to carry 

CAUTION

!

out the Internal Revenue laws of the 

United States. You are required to give us 

the information. We need it to ensure that 

you are complying with these laws and to 

allow us to figure and collect the right 

amount of tax. You are not required to 

provide the information requested on a 

form that is subject to the Paperwork 

Reduction Act unless the form displays a 

valid OMB control number. Books or 

records relating to a form or its instructions 

must be retained as long as their contents 

may become material in the administration 

of any Internal Revenue law. Generally, 

tax returns and return information are 

confidential, as required by section 6103. 

However, certain returns and return 

information of tax-exempt organizations 

and trusts are subject to public disclosure 

and inspection, as provided by section 

6104. The time needed to complete and 

file this form will vary depending on 

individual circumstances. The estimated 

burden for tax-exempt organizations filing 

this form is approved under OMB control 

number 1545-0047 and is included in the 

estimates shown in the instructions for 

their information return.

If you have comments concerning the 

accuracy of these time estimates or 

suggestions for making this form simpler, 

we would be happy to hear from you. You 

can send us comments from IRS.gov/

FormComments. Or you can write to the 

Internal Revenue Service, Tax Forms and 

Publications Division, 1111 Constitution 

Ave. NW, IR-6526, Washington, DC 

20224. Don’t send the form to this office. 

Instead, see Where To File, on page 2.

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