Instructions for Form 8023

(Rev. October 2023)

Elections Under Section 338 for Corporations Making Qualified Stock Purchases

Department of the Treasury

Internal Revenue Service

Section references are to the Internal Revenue Code 

unless otherwise noted.

Future Developments

For the latest information about developments related to 

Form 8023 and its instructions, such as legislation 

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

Form8023.

What’s New

To more quickly and accurately process information 

submitted to the IRS, the IRS is incorporating 2D barcode 

technology and providing faster, more convenient 

submission channels like electronic fax. Form 8023 was 

selected by the IRS Digital Mobile and Adaptive Forms 

team for 2D barcode redesign. The redesigned form 

includes minor changes and barcode enhancements on 

pages 1 and 2, and new page 3. This will improve intake 

and ingest form data digitally, decreasing processing time.

General Instructions

Purpose of Form

Use Form 8023 to make elections under section 338 for a 

corporation (the “target” corporation) if the purchasing 

corporation has made a qualified stock purchase (QSP) of 

the target corporation.

If a section 338(g) election is made for the target, the 

target is treated for purposes of subtitle A of the Code as 

having sold all of its assets on the acquisition date and 

then as having purchased the assets as a new corporation 

(“new” target) on the day after the acquisition date. For 

periods on or before the acquisition date, the target is 

sometimes referred to as the “old” target. In addition, the 

target must recognize gain or loss on the deemed sale of 

its assets.

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

the target is generally treated as making the deemed sale 

and liquidating. The treatment of the target shareholders 

is generally consistent with the sale and liquidation 

treatment. A section 338(h)(10) election cannot be made 

for a target corporation unless it is acquired from a selling 

consolidated group, a selling affiliate (as defined in 

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

corporation shareholder (or shareholders).

Who Must File

Generally, a purchasing corporation must file Form 8023 

for the target. If a section 338(h)(10) election is made for a 

target, Form 8023 must be filed jointly by the purchasing 

corporation and the common parent of the selling 

consolidated group (or the selling affiliate or an S 

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

corporation, a section 338(h)(10) election must be made 

by all of the shareholders of the target, including 

shareholders who do not sell target stock in the QSP.

When and Where To File

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

acquisition date to make a section 338 election for the 

target corporation. In the case of a foreign purchasing 

corporation, see Special Instructions for Foreign 

Purchasing Corporation, later.

For electronic fax (only to be used for Form 8023 and 

related attachments; other items will not be processed). Please fax to 844-253-9765 (this is toll free). 

The fax cover sheet should include the following.

• Subject: Form 8023.

• Sender's name, title, phone number, and street 

address.

• Date.

• Number of pages faxed (including cover sheet).

Do not include sensitive information on the cover 

sheet, such as employer identification number (EIN) or 

social security number (SSN). Fax may not exceed 100 

pages. If you do not have access to electronic fax, mail 

your completed Form 8023 to:

Internal Revenue Service

OTSA Mail Stop 4916

1973 Rulon White Blvd.

Ogden, UT 84201

Elections for Multiple Targets

One Form 8023 (rather than multiple forms) may be used 

for targets that meet the following three requirements.

1. Each has the same acquisition date.

2. Each was a member of the same affiliated group 

(defined below) immediately before the acquisition date.

3. Each is a member of the same affiliated group 

immediately after the acquisition date.

All of the information that would be required for the 

additional targets if a separate Form 8023 were filed must 

be provided for that target in schedules attached to the 

form. If a form is used to make an election under section 

338 for more than one target, check the box on line 9. In 

an attached schedule, provide the information requested 

in Sections A-1, A-2, B, C, and D for each target 

corporation other than the one shown in Section B of the 

form. In the schedule, also state which elections are made 

for each target (that is, information corresponding to lines 

6, 7, 8, and 9 of Section E). Include the appropriate 

signature or signature attachment for each target. See 

Signature(s), later.

One special instruction applies to section 338 elections 

for lower-tiered targets, whether one or more Forms 8023 

Aug 24, 2023 Cat. No. 24987I
are filed to make the elections. If, for example, P 

purchases target A, target A owns target B, and P makes 

a section 338 election for target A, this results in a 

deemed QSP of target B. To make an election for target B, 

complete and sign Form 8023 as if the purchasing 

corporation(s) of the directly purchased target were the 

purchasing corporation(s) of the lower-tiered target.

Definitions

Qualified stock purchase (QSP). A QSP is the 

purchase of at least 80% of the total voting power and 

value of the stock of a corporation by another corporation 

during a 12-month acquisition period. Preferred stock (as 

described in section 1504(a)(4)) is not included in 

computing voting power or value. See section 338(h)(3) 

for the definition of “purchase.”

Acquisition date. This is the first day on which a QSP 

has occurred.

12-month acquisition period. This is generally the 

12-month period beginning with the first acquisition by 

purchase of stock included in the QSP. See section 338(h)

(1) for additional rules. Also see Regulations section 

1.338-8(j)(2).

Affiliated group. This is an affiliated group as defined in 

section 1504(a), determined without regard to the 

exceptions contained in section 1504(b).

Specific Instructions

Employer identification number (EIN). An EIN must be 

included for each corporation identified in Section A-1, 

A-2, B, or C or on attached schedules. An EIN is not 

required if the corporation does not have, and is not 

otherwise required to have, an EIN.

Tax year ending. The tax year ending date of any 

corporation is determined without regard to any QSP.

Country of incorporation. When identifying the country 

of incorporation, include political subdivisions, if any.

Foreign Entity

If the purchasing corporation is a foreign entity, check the 

box in Section A-1.

If the common parent of the purchasing corporation is a 

foreign entity, check the box in Section A-2.

If the target corporation is a foreign entity, check the 

box in Section B.

If the common parent of the selling consolidated group, 

selling affiliate, S corporation shareholder, or U.S 

shareholder is a foreign entity, check the box in Section C.

Section A-1—Purchasing Corporation

If more than one member of an affiliated group purchases 

stock of the target corporation listed in Section B (or 

identified on an attached schedule), enter in Section A-1 

the name of the corporation that acquired the largest 

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

two or more affiliates acquired equal amounts of target 

stock, insert the name of any one of them in Section A-1. 

On an attached schedule, provide the information 

requested on this form for each purchasing corporation 

other than the one listed in Section A-1. Also provide a 

schedule that lists which target stock was acquired by 

each purchasing corporation.

Section A-2—Common Parent of the 

Purchasing Corporation

If the purchasing corporation is a member of a 

consolidated group, complete Section A-2.

Section C—Common Parent of Selling 

Consolidated Group, Selling Affiliate, 

S Corporation Shareholder, or U.S. 

Shareholder

If Form 8023 is filed to make a section 338(h)(10) election 

for a target that is an S corporation, the information 

requested in Section C must be provided for each 

shareholder of the S corporation target. Attach a schedule 

with respect to the other shareholders. If Form 8023 is 

filed to make a section 338 election for a target that is or 

was a controlled foreign corporation (CFC), enter in 

Section C the name of the U.S. shareholder that owned 

the largest percentage (by value) of the target's stock 

immediately before the acquisition date. If two or more 

U.S. shareholders acquired equal amounts of target stock, 

enter the name of any one of them in Section C. On an 

attached schedule, provide the information requested on 

this form for each U.S. shareholder other than the one 

listed in Section C. If a U.S. shareholder is a member of a 

consolidated group other than the common parent, also 

provide the name and EIN for the common parent of the 

U.S. shareholder's group.

Line 4b. Identifying numbers. Enter the SSN for an 

individual. Enter the EIN for a corporation.

Section E—Elections Under Section 

338

Line 8. Gain recognition election. If a gain recognition 

election is made for a target, it applies to the purchasing 

corporation and all members of its affiliated group that 

hold nonrecently purchased target stock (that is, stock in 

the target acquired prior to the 12-month acquisition 

period). See Regulations section 1.338-5(d). If a section 

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

election is deemed made by each purchasing group 

member.

If a gain recognition election is actually made (not 

deemed made) for a target corporation, attach a schedule 

providing the target corporation's name and the name, 

address, and EIN of each purchasing group member 

holding nonrecently purchased stock. The schedule must 

also contain the following declaration (or a substantially 

similar declaration): “EACH CORPORATION HOLDING 

STOCK SUBJECT TO THIS GAIN RECOGNITION 

ELECTION AGREES TO REPORT ANY GAIN UNDER 

THE GAIN RECOGNITION ELECTION IN ITS FEDERAL 

INCOME TAX RETURN (INCLUDING AN AMENDED 

RETURN, IF NECESSARY) FOR THE TAX YEAR IN 

WHICH THE ACQUISITION DATE OF THE TARGET 

OCCURS.”

-2- Instructions for Form 8023 (Rev. 10-2023)
The schedule must be signed on behalf of each 

purchasing group member holding nonrecently purchased 

target stock by a person who states under penalties of 

perjury that he or she is authorized to act on behalf of the 

corporation.

A gain recognition election for the target also applies to 

any target affiliate that has the same acquisition date as 

the target and for which a section 338 election is made. 

Attach a schedule with the information requested above 

for each such target affiliate.

Signature(s)

If the common parent of a consolidated group is the agent 

of the purchasing corporation under Regulations section 

1.1502-77, the person authorized to sign the statement of 

section 338 election is the person authorized to act on 

behalf of that common parent.

If a QSP of a target corporation is made by two or more 

corporations that are members of the same affiliated (but 

not consolidated) group, Form 8023 must be signed by a 

person authorized to sign on behalf of each corporation.

If a section 338(h)(10) election is made for an S 

corporation, Form 8023 must be signed by each S 

corporation shareholder regardless of whether the 

shareholder sells his or her interest in target stock in the 

QSP.

If multiple signatures are required, the signatures must 

be provided on a “SIGNATURE ATTACHMENT” to the 

form under the appropriate “declaration under penalties of 

perjury” (this is the statement that appears on Form 8023 

immediately above the relevant signature line). Write “See 

attached” in the signature area of the Form 8023.

Special Instructions for Foreign 

Purchasing Corporations

Unless otherwise specifically noted, the general rules and 

requirements in these instructions apply to foreign 

purchasing corporations.

Who must file. Generally, the purchasing corporation 

must file Form 8023. However, the U.S. shareholders of 

controlled foreign purchasing corporations described in 

Regulations section 1.338-2(e)(3) may make the section 

338 election for the purchasing corporation. The 

shareholders may make this election only if the 

purchasing corporation is not required under Regulations 

section 1.6012-2(g) to file a U.S. income tax return for the 

tax year that includes the acquisition date.

Each U.S. shareholder must also attach Form 8023 to 

the Form 5471, Information Return of U.S. Persons With 

Respect to Certain Foreign Corporations, filed for the 

purchasing corporation for the tax year that includes the 

acquisition date.

To make this election, complete Form 8023 and attach 

a statement to the form showing the name, address, 

identifying number, country in which organized, and stock 

interest of each U.S. shareholder. The statement must be 

signed by each U.S. shareholder. When signing the 

statement, each U.S. shareholder must state under 

penalties of perjury that the stock interest for that 

shareholder specified in the statement is correct. Write 

“See attached” in the signature area of Form 8023.

As an alternative to a jointly signed statement, the 

shareholder signatures may be shown on separate 

statements attached to Form 8023. If a U.S. shareholder is 

not an individual or does not have delegated authority to 

sign the statement, the person signing must state under 

penalties of perjury that he or she is authorized to sign the 

statement for the U.S. shareholder. File Form 8023 for the 

foreign purchasing corporation's tax year that includes the 

acquisition date.

Form 8883. Each U.S. shareholder must also file Form 

8883, Asset Allocation Statement Under Section 338, with 

Form 5471. See the Instructions for Form 8883.

When to file. Special rules may apply to foreign 

purchasing corporations. The time during which a 

qualifying foreign purchasing corporation may make a 

section 338 election for a qualifying foreign target is 

described in Regulations section 1.338-2(e)(1).

Special Instructions for Foreign Targets

Unless otherwise specifically noted, the general rules and 

requirements in these instructions apply to foreign targets.

A section 338 election will not be valid for a target that 

is a CFC, a passive foreign investment company, or a 

foreign personal holding company unless affected U.S. 

persons who own stock in these targets are notified in 

writing, according to Regulations section 1.338-2(e)(4).

Form 8883. Each U.S. shareholder must also file Form 

8883 with Form 5471. See the Instructions for Form 8883.

Attachments. Attach a schedule listing the date of each 

purchase of foreign target stock, each purchaser's name, 

the percentage purchased by each purchaser, and the 

name and place of incorporation of any selling entities. If 

affected U.S. persons owning stock in the target are 

notified, attach a schedule containing the name and EIN 

or SSN of each U.S. person.

Paperwork Reduction Act Notice. We ask for the 

information on this form to carry 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.

The time needed to complete and file this form will vary 

depending on individual circumstances. The estimated 

burden for business taxpayers filing this form is approved 

under OMB control number 1545-0123 and is included in 

the estimates shown in the instructions for their business 

income tax return.

If you have comments concerning the accuracy of 

these time estimates or suggestions for making this form 

Instructions for Form 8023 (Rev. 10-2023) -3-
simpler, we would be happy to hear from you. You can 

send us comments from IRS.gov/FormComments. Or 

write to the Internal Revenue Service, Tax Forms and 

Publications Division, 1111 Constitution Ave. NW, 

IR-6526, Washington, DC 20224. Do not send Form 8023 

to this address. Instead, see When and Where To File, 

earlier.

-4- Instructions for Form 8023 (Rev. 10-2023)