Form 8838

(Rev. December 2012) 

Department of the Treasury 

Internal Revenue Service 

Consent To Extend the Time To Assess Tax Under 

Section 367—Gain Recognition Agreement 

▶ Attach to your income tax return.

▶ Information about Form 8838 and its instructions is at www.irs.gov/form8838.

OMB No. 1545-1395

Attachment 

Sequence No. 145

Name(s) of consenting taxpayer(s) Identifying number (see instructions)

Social security number of spouse (only if a joint income tax 

return was filed) 

Number, street, and room or suite no. (If a P.O. box, see instructions.)

City or town, state, and ZIP code

The taxpayer(s) listed above and the Commissioner of Internal Revenue, pursuant to the regulations under section 367, agree to the 

following: 

1 The amount of any federal income tax due relating to the transfer described in item 5, below, on any income tax return made 

by or for the above taxpayer(s) for the tax year ended 

month 

, 

day

, 

year

, may be 

assessed at any time on or before 

month 

, 

day

, 

year

, (expiration date—see instructions). 

2 This consent establishes an extended period for assessing tax. The expiration of the extended period may be suspended or 

otherwise affected by the operation of law in the same manner as the original period. For example, if a notice of deficiency in

tax covered by this consent is issued, the period for assessing tax will not end prior to the end of the suspension period 

provided for by section 6503(a), plus any time that remains in the assessment period, as extended, at the time the suspension 

takes effect. Under no circumstances will this consent reduce the period of time otherwise provided by law for making an 

assessment. 

3 The consenting taxpayer(s) may file a claim for credit or refund for the tax assessed by reason of this consent within 6 months

after the period ends for assessing tax established by this consent. 

4 The amount of any deficiency assessment covered by this consent will be limited to the amount of any federal income tax due 

relating to the recognition of gain on the transfer described in item 5, including any penalties, additions to tax, and interest 

attributable thereto and consequential changes to other items based on that adjustment. 

5 Complete the following information (see instructions): 

a Date of transfer 

b Description of the property transferred

c Name of transferee and identifying number, if any 

Under penalties of perjury, I declare that I have examined this consent, including accompanying statements and schedules, and to the best of my knowledge and belief, it is 

true, correct, and complete. A signed consent, properly completed in accordance with this form and its instructions, is deemed to have been executed by the 

Commissioner of Internal Revenue. 

▲

Signature of consenting taxpayer (see instructions) ▲

Date

▲

Signature of spouse (complete only if a joint return is filed) ▲

Date

▲

Taxpayer’s representative sign here ▲

Date

▲

Corporate officer(s) sign here ▲

Date

For Paperwork Reduction Act Notice, see the instructions. Cat. No. 20471F Form 8838 (Rev. 12-2012) 
Form 8838 (Rev. 12-2012) Page 2 

General Instructions 

Section references are to the Internal Revenue Code unless otherwise 

noted. 

Future Developments

For the latest information about developments related to Form 8838 and 

its instructions, such as legislation enacted after they were published, 

go to www.irs.gov/form8838.

Purpose of Form 

Form 8838 must be used for gain recognition agreements under 

sections 367(a) and 367(e)(2). 

For more information about transfers of stock and securities to a 

foreign corporation described in section 367(a), see Regulations 

sections 1.367(a)-3 and 1.367(a)-8. For information about a liquidation of 

a domestic subsidiary into a foreign parent under section 332, see 

Regulations section 1.367(e)-2. 

Consent to extend the time to assess tax. Although you are not 

required to extend the period of limitations under the terms and 

conditions provided in this form, failure to do so in a timely manner will 

invalidate the gain recognition agreement and the transfer of property 

will be treated as a taxable exchange as required by Regulations 

sections 1.367(a)-8(c) and 1.367(a)-8(j). 

Who Must File 

A United States transferor must file Form 8838 (or a similar statement) if 

it enters into a gain recognition agreement pursuant to section 367(a) 

with respect to the transferred property. 

For purposes of section 367(a), the term “United States transferor” 

includes: 

• A citizen or resident of the United States. 

• A domestic corporation. 

• A U.S. citizen, resident, or domestic corporation that is directly or 

indirectly a partner in a domestic or foreign partnership that transfers 

property to a foreign corporation. See Temporary Regulations section 

1.367(a)-1T(c)(3). 

• Any estate or trust (other than a foreign estate or trust under section 

7701(a)(31)). 

In the case of an exchange described in section 361(a) or 361(b) that 

is subject to section 367(a)(5), see Regulations sections 1.367(a)-8(f) and 

1.367(a)-3(e). 

The domestic corporation and distributee foreign corporation must 

file Form 8838 (or a similar statement) if a gain recognition agreement 

under section 367(e)(2) is entered into. 

How To File 

Attach Form 8838 to the U.S. transferor’s income tax return for the tax 

year the transfer is made. 

Specific Instructions 

Identifying Number 

The identifying number of an individual is the social security number. 

For all other taxpayers, it is the employer identification number. 

Address 

Include the suite, room, or other unit number after the street address. If 

the Post Office does not deliver mail to the street address and the 

transferor has a P.O. box, show the box number instead. 

Line 1 

The correct expiration date to be entered on line 1 depends on the type 

of transaction. 

Transfers under section 367(a). A U.S. transferor must agree to 

extend the statute on transfers described in section 367(a) for at least 8 

tax years following the tax year of the transfer. 

Liquidations under section 367(e)(2). Domestic liquidating 

corporations and foreign distributee corporations must agree to extend 

the statute for liquidations described in section 367(e)(2) for at least 3 

years after the date on which all items of property distributed to the 

foreign distributee are no longer used in a trade or business within the 

United States. However, the period of extension may not exceed 13 

years from the filing of the original U.S. income tax return for the tax 

year of the last distribution of any item of property included in the 

liquidation. 

Line 5 

If Form 8838 is filed by a successor U.S. transferor because of a 

transaction described in Regulations section 1.367(a)-8(k), the 

information required in lines a, b, and c refers to the initial transfer. 

Signature 

Joint returns. If this consent is made for any year for which a joint 

income tax return is filed, both husband and wife must sign Form 8838 

unless one, acting under a power of attorney, signs as an agent for the 

other. 

Corporation. If the taxpayer is a corporation, a responsible officer of the 

corporation must sign the return and show his or her title. Affiliated 

groups filing a consolidated income tax return should see Regulations 

section 1.1502-77 for rules about a common parent signing as an agent 

for subsidiaries and alternative agents for affiliated groups. Also see 

Regulations section 1.367(a)-(8)(d)(3). 

Attorney or Agent. If you are an attorney or agent of the taxpayer(s), 

you may sign this consent if that action is specifically authorized by a 

power of attorney. Form 2848, Power of Attorney and Declaration of 

Representative, provides the authority on line 5, Acts authorized. Attach 

a copy of Form 2848 with Form 8838. 

Fiduciaries. If you are acting as a trustee and you sign this consent, 

you must attach a copy of Form 56, Notice Concerning Fiduciary 

Relationship, and the trust instrument. If you are acting as an executor, 

administrator, or other fiduciary of an estate, you must attach a copy of 

Form 56, and the certified copy of letters of testamentary or court 

certificate certifying as to the present status of the estate, including the 

name of the present fiduciary and capacity. 

Bankruptcy case under Title 11, United States Code. The trustee 

must sign the consent in a case under Title 11 if the trustee has 

possession of, or holds title to, all or substantially all of the property or 

business of a corporation. 

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 content may become 

material in the administration of any Internal Revenue law. Generally, 

tax returns and return information are confidential, as required by Code 

section 6103. 

The time needed to complete and file this form will vary depending 

on individual circumstances. The estimated burden for individual 

taxpayers filing this form is approved under OMB control number 

1545-0074 and is included in the estimates shown in the instructions for 

their individual income tax return. The estimated burden for all other 

taxpayers who file this form is shown below. 

Recordkeeping . . . . . . . . . . . . 4 hr., 18 min. 

Learning about the law or the form . . . . . . 1 hr., 53 min. 

Preparing the form . . . . . . . . . . . 2 hr., 2 min. 

Copying, assembling, and sending 

the form to the IRS . . . . . . . . . . . . . 0 min. 

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. See the instructions for the tax return with 

which this form is filed.