Instructions for Form 8886

(Rev. October 2022)

Reportable Transaction Disclosure Statement

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 8886 and 

its instructions, such as legislation 

enacted after they were published, go to 

IRS.gov/Form8886.

General Instructions

Which form and instructions to use. 

Use the latest Form 8886 with the latest 

Instructions for Form 8886 available on 

IRS.gov.

Purpose of Form

Use Form 8886 to disclose information 

for each reportable transaction in which 

you participated. See Participation in a 

Reportable Transaction, later, to 

determine if you participated in a 

reportable transaction. For more 

information on the disclosure rules, see 

Regulations section 1.6011-4.

Generally, you must file a separate 

Form 8886 for each reportable 

transaction. However, you may report 

more than one transaction on one form 

if the transactions are the same or 

substantially similar. See the definition 

of substantially similar below.

The fact that a transaction must be 

reported on this form does not mean the 

tax benefits from the transaction will be 

disallowed.

Prohibited tax shelter transactions. 

Generally, the term "prohibited tax 

shelter transaction" means listed 

transactions, transactions with 

contractual protection, or confidential 

transactions. See the definitions of 

these categories below. There may be 

additional disclosure requirements for 

tax-exempt entities with respect to these 

types of transactions. If you are a 

tax-exempt entity and you are a party to 

a prohibited tax shelter transaction, you 

may be required to file Form 8886-T, 

Disclosure by Tax-Exempt Entity 

Regarding Prohibited Tax Shelter 

Transaction, in addition to filing Form 

8886. For more information, see the 

Instructions for Form 8886-T.

Definitions

Transaction

A transaction includes all of the factual 

elements relevant to the expected tax 

treatment of any investment, entity, 

plan, or arrangement and it includes any 

series of steps carried out as part of a 

plan.

Substantially Similar

A transaction is substantially similar to 

another transaction if it is expected to 

obtain the same or 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.

Tax Benefit

A tax benefit includes deductions, 

exclusions from gross income, 

nonrecognition of gain, tax credits, 

adjustments (or the absence of 

adjustments) to the basis of property, 

status as an entity exempt from federal 

income taxation, and any other tax 

consequences that may reduce a 

taxpayer's federal tax liability by 

affecting the amount, timing, character, 

or source of any item of income, gain, 

expense, loss, or credit.

Tax Structure

The tax structure of a transaction is any 

fact that may be relevant to 

understanding the purported or claimed 

federal income tax treatment of the 

transaction.

Who Must File

Any taxpayer, including an individual, 

trust, estate, partnership, S corporation, 

or other corporation, that participates in 

a reportable transaction and is required 

to file a federal tax return or information 

return must file Form 8886. However, a 

regulated investment company (RIC) 

(as defined in section 851) or an 

investment vehicle that is at least 95% 

owned by one or more RICs at all times 

during the course of a transaction is not 

required to file Form 8886 for any 

transaction other than a listed 

transaction (as defined below) or a 

transaction of interest (as defined later).

Participation in a 

Reportable Transaction

A reportable transaction is a transaction 

described in one or more of the 

following categories.

Listed Transactions

A listed transaction is a transaction that 

is the same as or substantially similar to 

one of the types of transactions that the 

IRS has determined to be a tax 

avoidance transaction. These 

transactions 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, available at 

IRS.gov/pub/irs-irbs/irb09-31.pdf. For 

updates to this list, go to the IRS web 

page at IRS.gov/Businesses/

Corporations/Abusive-Tax-Sheltersand-Transactions. The listed 

transactions will also be periodically 

updated in future issues of the Internal 

Revenue Bulletin. You can find a notice 

or ruling in the Internal Revenue Bulletin 

at IRS.gov/pub/irs-irbs/irbXX-YY.pdf, 

where XX is the two-digit year and YY is 

the two-digit bulletin number. For 

example, you can find Notice 2009-59, 

2009-31 I.R.B. 170, at IRS.gov/pub/irsirbs/irb09-31.pdf.

You have participated in a listed 

transaction if any of the following 

applies.

• Your tax return reflects tax 

consequences or a tax strategy 

described in published guidance that 

lists the transaction.

• You know or have reason to know 

that tax benefits reflected on your tax 

return are derived directly or indirectly 

from such tax consequences or tax 

strategy.

• You are in a type or class of 

individuals or entities that published 

guidance treats as participants in a 

listed transaction.

Exception. If you participated in a 

transaction that is the same as or 

substantially similar to the transaction 

described in Notice 2002-35, 2002-21 

Sep 27, 2022 Cat. No. 34911S
I.R.B. 992, available at IRS.gov/pub/irsirbs/irb02-21.pdf (tax avoidance using 

notional principal contracts), solely as a 

result of your direct or indirect interest in 

a pass-through entity, you are not 

required to disclose the transaction on 

Form 8886. For more information, see 

Notice 2006-16, 2006-9 I.R.B. 538, 

available at IRS.gov/pub/irs-irbs/

irb06-09.pdf.

Confidential Transactions

A confidential transaction is a 

transaction that is offered to you or a 

related party (as described in section 

267(b) or 707(b)) under conditions of 

confidentiality and for which you or a 

related party paid an advisor a minimum 

fee (defined below). A transaction is 

considered to be offered under 

conditions of confidentiality if the 

advisor places a limitation on your 

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 

you. See Regulations section 

1.6011-4(b)(3) for more information.

Minimum fee. For a corporation 

(excluding S corporations), or a 

partnership or trust in which all of the 

owners or beneficiaries are corporations 

(excluding S corporations), the 

minimum fee is $250,000. For all others, 

the minimum fee is $50,000.

The minimum fee includes all fees for 

a tax strategy, for advice (whether or not 

tax advice), or for the implementation of 

a transaction. Fees include payment in 

whatever form paid, whether in cash or 

in kind, for services to analyze the 

transaction (whether or not related to 

the tax consequences of the 

transaction), for services to implement 

the transaction, for services to 

document the transaction, and for 

services to prepare tax returns to the 

extent return preparation fees are 

unreasonable. You are treated as 

paying fees to an advisor if you know or 

should know that the amount you pay 

will be paid indirectly to the advisor, 

such as through a referral fee or 

fee-sharing arrangement. Fees do not 

include amounts paid to a person, 

including an advisor, in that person's 

capacity as a party to the transaction. 

The IRS will scrutinize all of the facts 

and circumstances in determining 

whether consideration received in 

connection with a confidential 

transaction constitutes fees. For 

purposes of determining the minimum 

fee, related parties (as described in 

section 267(b) or 707(b)) will be treated 

as the same individual or entity.

You have participated in a 

confidential transaction if your tax return 

reflects a tax benefit from the 

transaction and your disclosure of the 

tax treatment or tax structure of the 

transaction is limited as described 

above. If disclosure by a pass-through 

entity (partnership, S corporation, or 

trust) is limited, but disclosure by the 

partner, shareholder, or beneficiary is 

not limited, then the pass-through entity 

(but not the partner, shareholder, or 

beneficiary) has participated in the 

confidential transaction.

Transactions With Contractual 

Protection

A transaction with contractual protection 

is a transaction for which you have, or a 

related party (as described in 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 your 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, 2007-7 I.R.B. 517, 

available at IRS.gov/pub/irs-irbs/

irb07-07.pdf.

You have participated in a 

transaction with contractual protection if 

your tax return reflects a tax benefit from 

the transaction and, as described 

above, you have the right to a full or 

partial refund of fees or the fees are 

contingent. All facts and circumstances 

relating to the transaction will be 

considered when determining whether a 

fee is refundable or contingent, 

including the right to reimbursements of 

amounts that the parties to the 

transaction have not designated as fees 

or any agreement to provide services 

without compensation. If a pass-through 

entity (partnership, S corporation, or 

trust) has the right to a full or partial 

refund of fees or has a contingent fee 

arrangement, but the partner, 

shareholder, or beneficiary individually 

does not, then the pass-through entity 

(but not the partner, shareholder, or 

beneficiary) has participated in the 

transaction with contractual protection.

Loss Transactions

A loss transaction is a transaction that 

results in your claiming a loss under 

section 165 (described later) if the 

amount of the section 165 loss is as 

follows.

• For individuals, at least $2 million in 

any single tax year or $4 million in any 

combination of tax years. (At least 

$50,000 for a single tax year if the loss 

arose from a section 988 transaction 

defined in section 988(c)(1) (relating to 

foreign currency transactions), whether 

or not the loss flows through from an S 

corporation or partnership).

• For corporations (excluding S 

corporations), at least $10 million in any 

single tax year or $20 million in any 

combination of tax years.

• For partnerships with only 

corporations (excluding S corporations) 

as partners (looking through any 

partners that are also partnerships), at 

least $10 million in any single tax year or 

$20 million in any combination of tax 

years, whether or not any losses flow 

through to one or more partners.

• For all other partnerships and S 

corporations, at least $2 million in any 

single tax year or $4 million in any 

combination of tax years, whether or not 

any losses flow through to one or more 

partners or shareholders.

• For trusts, at least $2 million in any 

single tax year or $4 million in any 

combination of tax years, whether or not 

any losses flow through to one or more 

beneficiaries. (At least $50,000 for a 

single tax year if the loss arose from a 

section 988 transaction defined in 

section 988(c)(1) (relating to foreign 

currency transactions), whether or not 

the loss flows through from an S 

corporation or partnership).

Section 165 loss. For purposes of 

the above threshold amounts, a section 

165 loss is adjusted for any salvage 

value and for any insurance or other 

compensation received. However, a 

section 165 loss does not take into 

account offsetting gains, other income, 

or limitations. The full amount of a loss 

is taken into account in the year it was 

sustained, regardless of whether all or 

part of the loss enters into the 

computation of a net operating loss 

under section 172 or a net capital loss 

under section 1212 that is a carryback 

or carryover to another year. A section 

165 loss does not include any portion of 

a loss, attributable to a capital loss 

carryback or carryover from another 

year, that is treated as a deemed capital 

loss under section 1212.

In determining whether a transaction 

results in a taxpayer claiming a loss that 

meets the threshold amounts over a 

combination of tax years as described 

above, only losses claimed in the tax 

year that the transaction is entered into 

-2- Instructions for Form 8886 (Rev. October 2022)
and the 5 succeeding tax years are 

combined.

The types of losses included in this 

category are section 165 losses, 

including amounts deductible under a 

provision that treats a transaction as a 

sale or other disposition or otherwise 

results in a deduction under section 

165. However, this category does not 

include losses described in Rev. Proc. 

2013-11.

You have participated in a loss 

transaction if your tax return reflects a 

section 165 loss that equals or exceeds 

the applicable threshold amount. If you 

are a partner, shareholder, or 

beneficiary of a pass-through entity 

(partnership, S corporation, or trust), 

you have participated in a loss 

transaction if your tax return reflects a 

section 165 loss allocable to you from 

the pass-through entity (disregarding 

netting at the entity level) that equals or 

exceeds the applicable threshold 

amount. For this purpose, a tax return is 

deemed to reflect the full amount of the 

section 165 loss allocable to the 

taxpayer, regardless of whether all or 

part of the loss enters in the 

computation of a net operating loss 

under section 172 or net capital loss 

under section 1212 that the taxpayer 

may carry back or carry over to another 

year.

Transactions of Interest

A transaction of interest is a transaction 

that is the same as or substantially 

similar to one of the types of 

transactions that the IRS has identified 

by notice, regulation, or other form of 

published guidance as a transaction of 

interest. It is a transaction that the IRS 

and Treasury Department believe has a 

potential for tax avoidance or evasion, 

but for which there is not enough 

information to determine if the 

transaction should be identified as a tax 

avoidance transaction. The requirement 

to disclose transactions of interest 

applies to transactions of interest 

entered into after November 1, 2006. 

For existing guidance, see Notice 

2009-55, 2009-31 I.R.B. 170, available 

at IRS.gov/pub/irs-irbs/irb09-31.pdf. For 

updates to this list, go to the IRS web 

page at IRS.gov/Businesses/

Corporations/Transactions-of-Interest. 

The IRS may issue a new, or update the 

existing, notice, regulation, or other form 

of guidance that identifies a transaction 

as a transaction of interest.

You have participated in a 

transaction of interest if you are one of 

the types or classes of individuals or 

entities identified as participants in the 

transaction in the published guidance 

describing the transaction of interest.

Exceptions to Reportable 

Transaction Categories, 

Published Guidance

A transaction is not considered a 

reportable transaction if the IRS makes 

a determination in published guidance 

that it is not subject to the reporting 

requirements. See Rev. Proc. 2004-67; 

Rev. Proc. 2004-68; Rev. Proc. 

2007-20; and Rev. Proc. 2013-11 for 

more information. The IRS may also 

determine by individual letter ruling that 

an individual letter ruling request 

satisfies the reporting requirements. 

See Request for Ruling, later, for more 

information on submitting a letter ruling 

request.

Shareholders of Foreign 

Corporations

Special rules apply to determine 

whether a reporting shareholder of a 

foreign corporation participated in a 

reportable transaction. A reporting 

shareholder means a U.S. shareholder 

in a controlled foreign corporation, or a 

10% shareholder (by vote or value) of a 

qualified electing fund. For all 

categories of reportable transactions 

except transactions of interest, a 

reporting shareholder participates in a 

reportable transaction if the foreign 

corporation would be considered to 

participate in the transaction if it were a 

domestic corporation filing a tax return 

reflecting items from the transaction. A 

reporting shareholder of a foreign 

corporation participates in a transaction 

of interest if the published guidance 

identifying the transaction includes the 

reporting shareholder among the types 

or classes of individuals or entities 

identified as participants. See 

Regulations section 1.6011-4(c)(3)(i)(G) 

for details.

Request for Ruling

You may request a ruling from the IRS 

to determine whether a transaction must 

be disclosed. The request for a ruling 

must be submitted to the IRS by the 

date Form 8886 would otherwise be 

required to be filed. See Regulations 

section 1.6011-4(f). See Rev. Proc. 

2022-1, as modified by Rev. Proc. 

2022-10, for procedures to obtain 

letter rulings. The procedures are 

generally updated every year and 

you should consult the new Revenue 

Procedure issued every year. The 

potential obligation of the taxpayer to 

disclose the transaction will not be 

suspended during the period that the 

ruling request is pending.

Recordkeeping

You must keep a copy of all documents 

and other records related to a reportable 

transaction. See Regulations section 

1.6011-4(g) for more details.

When and How To File

Attach Form 8886 to your income tax 

return or information return (including a 

partnership, S corporation, or trust 

return), including amended returns, for 

each tax year in which you participated 

in a reportable transaction. If a 

reportable transaction results in a loss 

or credit carried back to a prior tax year, 

attach Form 8886 to an application for 

tentative refund (Form 1045 or 1139) or 

amended return for the carryback years.

Initial year Form 8886 filers must file 

exact copy with OTSA. You must file 

(via mail or fax) an exact copy of an 

initial Form 8886 with the Office of Tax 

Shelter Analysis (OTSA).

Via mail. You may mail the exact copy 

to:

Internal Revenue Service

OTSA Mail Stop 4915

1973 Rulon White Blvd.

Ogden, UT 84201

Via fax. You may fax the exact copy to 

844-253-2553.

This fax number is not for general 

use; taxpayers should not use this 

number for anything besides sending 

the exact copy of Form 8886 (and 

accompanying materials). Other 

submissions received via this fax 

number will not be processed

Send only one exact copy of Form 

8886 per fax

A maximum of 100 pages can be 

faxed to the fax number listed above.

You must also file the original Form 

8886 with your tax return.

The IRS will not provide a 

confirmation or receipt. Please check 

your fax transmission log to verify that 

all the Form 8886 pages were sent. 

Keep a copy of your fax transmission 

log as your confirmation or receipt.

The fax cover sheet should include 

the following.

• Subject: Form 8886

• Sender's name, title, phone number, 

address

• Taxpayer's name

• Date

Instructions for Form 8886 (Rev. October 2022) -3-
• Number of pages faxed (including 

cover sheet)

Do not include sensitive information on 

the cover sheet, such as employer 

identification number or social security 

number.

See IRS.gov/Newsroom/TaxpayersCan-Fax-the-Separate-Copy-ofForm-8886-Reportable-TransactionDisclosure-Statement-with-the-Officeof-Tax-Shelter-Analysis for more 

information.

Electronic return filers. If you file your 

income tax return electronically, the 

exact copy you send (mail or fax) to 

OTSA must show exactly the same 

information, word for word, provided 

with the electronically filed return and it 

must be provided on the official IRS 

Form 8886 or an exact copy of the form. 

If you use a computer-generated or 

substitute Form 8886, it must be an 

exact copy of the official IRS form. See 

the instructions for your income tax 

return for information on electronic filing 

and substitute forms.

Special Filing Rules

60-Day OTSA Extension

If you are a partner in a partnership, 

shareholder in an S corporation, or 

beneficiary of a trust who receives a 

timely Schedule K-1 less than 10 

calendar days before your return due 

date (including extensions) and, based 

on receipt of the timely Schedule K-1, 

you determine that you participated in a 

reportable transaction, Form 8886 will 

not be considered late if you file Form 

8886 with OTSA within 60 days after the 

due date of your return including 

extensions.

Designation as a Listed 

Transaction and/or Transaction of 

Interest After Filing Tax Return

If a transaction becomes a listed 

transaction or a transaction of interest 

after you file a tax return (including an 

amended return) reflecting your 

participation in the listed transaction or 

transaction of interest and before the 

running of the period of limitations for 

assessment of tax for any tax year in 

which you participated in the listed 

transaction or transaction of interest, 

then you must file Form 8886 according 

to the following rules.

• Listed transaction entered into 

before August 3, 2007. If you entered 

into a transaction before August 3, 

2007, that later becomes a listed 

transaction, then you must attach Form 

8886 to the first tax return you file after 

the date the transaction became a listed 

transaction. Also file Form 8886 with 

OTSA as provided in Initial year Form 

8886 filers must file exact copy with 

OTSA, earlier.

• Listed transaction entered into 

after August 2, 2007. If you entered 

into a transaction after August 2, 2007, 

that later becomes a listed transaction, 

then you must file Form 8886 with 

OTSA within 90 days after the date on 

which the transaction became a listed 

transaction.

• Transaction of interest entered 

into after November 1, 2006. If you 

entered into a transaction after 

November 1, 2006, that later becomes a 

transaction of interest, then you must file 

Form 8886 with OTSA within 90 days 

after the date on which the transaction 

became a transaction of interest.

However, the published guidance 

under which the transaction becomes a 

listed transaction or transaction of 

interest may also provide the time for 

filing Form 8886. You must file Form 

8886 in the time and in the manner 

stated above regardless of whether you 

participated in the transaction in the 

year in which the transaction became a 

listed transaction or transaction of 

interest.

Subsequent Loss Transactions

If a transaction becomes a loss 

transaction because the losses equal or 

exceed the threshold amounts 

described earlier in Loss Transactions, 

Form 8886 must be filed as an 

attachment to your income tax return or 

information return for the first tax year in 

which the threshold amount is reached 

and to any subsequent income tax 

return or information return that reflects 

any amount of section 165 loss from the 

transaction.

Multiple Disclosures

If you are required to file Form 8886, 

you must do so regardless of whether 

you also plan to disclose the transaction 

under other published guidance, for 

example, Regulations section 

1.6662-3(c)(2).

Penalties

There is a monetary penalty under 

section 6707A for the failure to include 

on any return or statement any 

information required to be disclosed 

under section 6011 with respect to a 

reportable transaction. Generally, the 

penalty for failure to include information 

with respect to a reportable transaction 

is 75% of the reduction in the tax 

reported on the income tax return as a 

result of participation in the transaction 

or that would result if the transaction 

were respected for federal tax 

purposes, but not less than $5,000 in 

the case of an individual and $10,000 in 

any other case. The annual maximum 

penalty for failure to disclose a 

reportable transaction, other than a 

listed transaction, cannot exceed 

$10,000 in the case of an individual, and 

$50,000 in any other case. The 

maximum annual penalty for failure to 

include information with respect to a 

listed transaction is $100,000 in the 

case of an individual and $200,000 in 

any other case. This penalty is in 

addition to any other penalty that may 

be imposed. For information, see 

section 6707A and Regulations section 

301.6707A-1.

If you have a reportable transaction 

understatement, an accuracy-related 

penalty may be imposed under section 

6662A. This penalty applies to the 

amount of the understatement that is 

attributable to any listed transaction and 

any reportable transaction (other than a 

listed transaction) with a significant tax 

avoidance purpose. The penalty 

increases for transactions that are not 

disclosed on Form 8886 in accordance 

with these instructions. If the transaction 

is not disclosed and a reportable 

transaction understatement exists, you 

may not have a reasonable cause and 

good faith defense under section 

6664(d) with respect to the 

accuracy-related penalty under section 

6662A. For more information, see 

section 6662A and Notice 2005-12, 

2005-7 I.R.B. 494, available at 

IRS.gov/pub/irs-irbs/irb05-07.pdf.

A penalty under section 6707A is 

assessed for each failure by any 

individual or entity required to file a 

Form 8886 if the individual or entity (a) 

fails to attach Form 8886 to the 

appropriate original return, amended 

return, or application for tentative 

refund; (b) fails to file the form with 

OTSA, if required; or (c) files a form that 

fails to include all the information 

required (or includes incorrect 

information). The Form 8886 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 you to penalty 

under sections 6707A and 6662A.

-4- Instructions for Form 8886 (Rev. October 2022)
If you are required to pay a 

penalty under section 6707A or 

section 6662A, you may be 

required to disclose them on reports 

filed with the Securities and Exchange 

Commission. If you do not disclose 

these penalties, you may incur 

additional penalties under section 

6707A(e). For more information, see 

section 6707A(e) and Rev. Proc. 

2005-51, 2005-33 I.R.B. 296, available 

at IRS.gov/pub/irs-irbs/irb05-33.pdf, 

amplified by Rev. Proc. 2007-25, 

2007-12 I.R.B. 761, available at 

IRS.gov/pub/irs-irbs/irb07-12.pdf.

Previously Undisclosed Listed 

Transactions

If you are required to disclose a listed 

transaction and fail to do so within the 

time and manner prescribed under 

section 6011 and the related 

regulations, then under section 6501(c)

(10) the period to assess any tax with 

respect to the listed transaction will be 

extended beyond the normal 

assessment period until 1 year after the 

earlier of either:

• The date you disclose the transaction 

by filing Form 8886 in the manner 

prescribed in Rev. Proc. 2005-26, 

2005-17 I.R.B. 965, available at 

IRS.gov/pub/irs-irbs/irb05-17.pdf (or 

subsequently published guidance); or

• The date that a material advisor 

provides the information required under 

section 6112 in response to a request 

by the IRS under section 6112.

Section 6501(c)(10) is effective for 

tax years with respect to which the 

limitations period on assessment did not 

expire prior to October 22, 2004. 

Section 6501(c)(10) does not revive an 

assessment period that expired prior to 

October 22, 2004. For more information, 

see Rev. Proc. 2005-26.

If you are filing Form 8886 to disclose 

a previously undisclosed listed 

transaction for purposes of section 

6501(c)(10), submit the form and a 

cover letter to the Internal Revenue 

Service Center where your original tax 

return was filed. Write across the top of 

page 1 of each Form 8886 the following 

statement: “Section 6501(c)(10) 

Disclosure” followed by the tax year and 

tax return to which the disclosure 

statement applies. For example, if the 

Form 8886 relates to your Form 1040 

for the 2002 tax year, you must include 

the following statement: “Section 

6501(c)(10) Disclosure; 2002 Form 

1040” on the form. The cover letter must 

identify the tax return to which the 

disclosure statement relates and 

CAUTION

!

include the following statement signed 

under penalties of perjury by the 

taxpayer and, if applicable, the paid 

preparer of Form 8886: “Under penalties 

of perjury, I declare that I have 

examined this reportable transaction 

disclosure statement and, to the best of 

my knowledge and belief, this 

reportable transaction disclosure 

statement is true, correct, and complete. 

Declaration of preparer (other than the 

taxpayer) is based on all information of 

which the preparer has any knowledge.” 

Separate Forms 8886 and separate 

cover letters must be submitted for each 

tax year for which you participated in the 

undisclosed listed transaction. You 

must also submit a copy of the form and 

cover letter simultaneously to OTSA at 

the OTSA address under When and 

How To File, earlier. See Rev. Proc. 

2005-26 for additional guidance.

Specific Instructions

How To Complete

Form 8886

In order to be considered complete, 

Form 8886 must be completed in its 

entirety with all required attachments. 

To be considered complete, the 

information provided on the form must 

describe the expected tax treatment 

and all potential tax benefits expected to 

result from the transaction, describe any 

tax result protection with respect to the 

transaction, and identify and describe 

the transaction in sufficient detail for the 

IRS to be able to understand the tax 

structure of the reportable transaction 

and identify all parties involved in the 

transaction. A Form 8886 containing a 

statement that information will be 

provided upon request is not considered 

a complete disclosure statement. If 

Form 8886 is not completed in 

accordance with these instructions and 

Regulations section 1.6011-4, you will 

not be considered to have complied with 

the disclosure requirements. If you 

receive one or more reportable 

transaction numbers for a reportable 

transaction, you must include the 

reportable transaction numbers on Form 

8886.

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 your 

name and identifying number at the top 

of each additional sheet. Do not write 

“See Attached” on the form and provide 

all the information on an attached 

statement.

Item A

If you file more than one Form 8886 with 

your return, sequentially number each of 

these forms and enter the statement 

number for this Form 8886 (for example, 

statement number 1 of 3).

Item B

Enter the form number and year of the 

tax return with which this Form 8886 is 

filed (for example, Form 1040). If the tax 

return has a calendar tax year, enter the 

year shown on the return (for example, 

2007). If it is a fiscal year return, enter 

the date the fiscal year ends using the 

MM/DD/YYYY format (for example, 

06/30/2008).

Item C

Check all the box(es) that apply.

Initial year filer. If this is the first year 

that you are filing a Form 8886 to 

disclose this transaction, check this box 

and file a duplicate copy of the form with 

OTSA (see When and How To File, 

earlier).

Protective disclosure. You may 

indicate that you are filing on a 

protective basis by checking this box 

(under the option provided in 

Regulations section 1.6011-4(f)). 

Generally, the IRS will not treat a Form 

8886 filed on a protective basis any 

differently from other Forms 8886. An 

incomplete form containing a statement 

that information will be provided on 

request is not a complete disclosure 

statement. For a protective disclosure to 

be effective, you must properly 

complete and file Form 8886 and 

provide all required information. See 

How To Complete Form 8886, earlier.

Line 1a

Enter the name, if any, by which the 

transaction is known or commonly 

referred to. If no name exists, provide a 

short identifying description of this 

transaction that distinguishes it from 

other reportable transactions in which 

you have participated (or may 

participate in the future). If you are 

reporting more than one transaction and 

the transactions have different names, 

enter all names in the space provided. If 

additional space is needed, write “See 

Additional List” and attach a list.

Instructions for Form 8886 (Rev. October 2022) -5-
Line 1b

Enter the first year that you participated 

in this transaction in year format 

(YYYY). If you are reporting for more 

than one transaction, enter all initial 

years in the space provided. If 

additional space is needed, write “See 

Additional List” and attach a list.

Note. This may not be the same as the 

year for which you are disclosing a 

reportable transaction.

Line 1c

Enter the 9-digit and/or 11-digit number 

provided to you. This number may be 

referred to as a registration number or 

reportable transaction number and may 

begin with the letters “MA.” Reportable 

transactions can have more than one 

number. If you have more than one 

number for this transaction, include all 

numbers in the space provided. If 

additional space is needed, write “See 

Additional List” and attach a list.

Reportable transaction numbers 

(formerly known as tax shelter 

registration numbers or registration 

numbers) are issued to material 

advisors who file a statement disclosing 

a reportable transaction under section 

6111. Material advisors are required to 

provide this number to investors/

advisees.

Line 2

Check the box(es) for all categories that 

apply to the transaction being reported. 

The reportable transaction categories 

are described under Participation in a 

Reportable Transaction, earlier.

Note. The category for brief asset 

holding period has been eliminated for 

transactions entered into on or after 

August 3, 2007. However, this does not 

relieve taxpayers of any disclosure 

obligations for brief asset holding 

transactions that were entered into 

before August 3, 2007. The rules for 

brief asset holding period reportable 

transactions entered into before August 

3, 2007, are contained in Regulations 

section 1.6011-4 in effect prior to 

August 3, 2007.

If the transaction is a listed 

transaction or transaction of 

interest, you must check the 

listed transaction box or transaction of 

interest box in addition to any others 

that may apply.

CAUTION

!

Line 3

Identify the notice, revenue ruling, 

regulation, announcement, or other 

published guidance that identified the 

transaction as a listed transaction or a 

transaction of interest. For listed 

transactions, identify the guidance as 

shown in Notice 2009-59, or later IRS 

guidance.

Line 4

Do not report more than one transaction 

on this form unless the transactions are 

the same or substantially similar. See 

Substantially Similar, earlier.

Line 5

If you participated in the transaction 

through other entities, indicate whether 

each entity is a partnership, S 

corporation, or trust. In addition, if the 

entity is foreign, check the box for 

“Foreign.” On line 5b, provide the full 

name of the entity. On line 5c, enter the 

entity's EIN (if known). Use hyphens 

when entering the EIN. On line 5d, enter 

the date you received the Schedule K-1 

from the entity. Enter “none” if 

Schedule K-1 was not received. If you 

are reporting more than one entity, use 

a separate column for each entity. 

Attach additional sheets for more than 

two entities.

Line 6

Enter the name, address, and social 

security number (SSN) or EIN (if known) 

for each individual or entity to whom you 

paid a fee with regard to the transaction 

if that individual or entity promoted, 

solicited, or recommended your 

participation in the transaction, or 

provided tax advice related to the 

transaction. Also, enter the approximate 

fees paid to each of the individuals or 

entities. These fees include payment in 

whatever form, whether in cash or in 

kind, for a tax strategy or for advice 

(whether or not tax advice). Fees also 

include consideration for services to:

• Analyze the transaction (whether or 

not related to the tax consequences of 

the transaction),

• Implement the transaction,

• Document the transaction, or

• Prepare tax returns to the extent the 

return preparation fees are 

unreasonable.

You are also treated as paying fees 

to an advisor if you know or should 

know that an amount you paid will be 

paid indirectly to the advisor, such as 

through a referral fee or fee-sharing 

arrangement. A fee does not include 

amounts paid to a person, including an 

advisor, in that person's capacity as a 

party to the transaction.

Line 7a

Please check the box representing the 

type of tax benefit the transaction will 

reflect on your tax return. There may be 

more than one tax benefit to your 

transaction. A tax benefit includes, but is 

not limited to, the following: deductions, 

exclusions from gross income, 

nonrecognition of gain, tax credits, 

adjustments (or absence of 

adjustments) to the basis of property, 

status as an entity exempt from federal 

income taxation, and any other tax 

consequences that may reduce a 

taxpayer's federal income tax liability by 

affecting the amount, timing, character, 

or source of any item of income, gain, 

expense, loss, or credit. Check the 

“Other” box for tax benefits not 

specifically identified by a box and 

identify the tax benefits in the space 

provided (for example, status as an 

entity exempt from federal income 

taxation). If you need more space, 

follow the instructions under How To 

Complete Form 8886, earlier.

Line 7b

Tax benefit(s) from the transaction is the 

total anticipated dollar amount of all 

items checked in line 7a, over the entire 

anticipated life of the transaction.

Line 7c

Enter the number of tax years you 

anticipate it will take for you to claim the 

above total tax benefits from this 

transaction.

Line 7d

Total investment or basis in the 

transaction is the total of the amounts 

you paid related to this transaction that 

includes cash, fair market value of 

property or services transferred or 

acquired, adjustments to basis, 

valuation of notes, obligations, shares, 

or other securities.

Line 7e

Describe the reportable transaction you 

entered into and the relevant facts and 

tax benefits for all affected years that 

caused the transaction to be reportable. 

Describe each step of the transaction, 

including all information known to you. 

Include in your description other parties 

to the transaction and, if known, 

assumptions of liabilities or other 

obligations, satisfaction of liabilities or 

obligations, sales of property or 

interests in property, the formation and 

-6- Instructions for Form 8886 (Rev. October 2022)
dissolution of entities, and any 

agreements between or among parties 

to the transaction. Also describe any tax 

result protection with respect to the 

transaction. The term “tax result 

protection” includes insurance company 

and other third-party products 

commonly described as tax result 

insurance. Include, if known, the 

relevant dates and the amounts 

involved in the steps described. 

Amounts involved include cash, fair 

market value of property or services 

transferred or acquired, adjustments to 

basis, valuation of notes, obligations, 

shares, or other securities. Describe, if 

known, the relationship between the 

steps of the transaction and how each 

step relates to why the transaction is 

reportable. Your description should 

include the relevance, if known, of any 

party (including but not limited to 

participants in the transaction) listed in 

line 8.

Describe the economic and business 

reasons for the transaction and its 

structure. Describe market or business 

conditions creating the tax benefit(s) or 

consequence(s) and the transaction's 

financial reporting, if known.

If you checked box 2b, explain how 

your disclosure of information 

concerning the transaction was limited 

(for example, by contract or verbal 

agreement) and the nature and extent of 

the disclosure limitations. See 

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

more details.

If you checked box 2c, describe the 

terms of the contractual protection. See 

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

more details.

If you checked box 2d, explain how 

you calculated the basis of the asset for 

which there was a loss.

If you need more space, follow the 

instructions under How To Complete 

Form 8886, earlier.

Line 8

List all individuals involved in the 

transaction. List all tax-exempt, foreign, 

or related entities involved in the 

transaction. Check the applicable 

box(es) for the type of entity. Attach 

additional sheets where appropriate. 

Provide all information, including the 

name, EIN or SSN (include hyphens), 

and address, if known.

Include a brief description of each 

listed individual's and each entity's 

involvement in the transaction 

(purchaser, lender, seller, broker, etc.). 

Provide the country of incorporation or 

existence for each foreign entity, if 

known. Describe the relationship 

between you and any related entity and 

between or among any related entities 

(as described in section 267(b) or 

707(b)).

Paperwork Reduction Act Notice. 

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 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 ....... 10 hr., 16 min.

Learning about the law or 

the form............ 4 hr., 50 min.

Preparing, copying, 

assembling, and sending 

the form to the IRS .... 6 hr., 25 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. You can send us comments 

from IRS.gov/FormComments. Or you 

can write to the Internal Revenue 

Service, Tax Forms and Publications, 

1111 Constitution Ave. NW, IR-6526, 

Washington, DC 20224.

Instructions for Form 8886 (Rev. October 2022) -7-