Form 8806

(Rev. December 2011)

Department of the Treasury 

Internal Revenue Service 

Information Return for Acquisition of Control 

or Substantial Change in Capital Structure OMB No. 1545-1869

Part I Reporting Corporation (see instructions) 

1a Name of reporting corporation b Address of reporting corporation 

c EIN of reporting corporation 

2a Name of reporting corporation’s common parent, if any b Address of reporting corporation’s common parent 

c EIN of reporting corporation’s common parent 

Part II Acquiring Corporation (see instructions) 

3a Name of acquiring corporation b Address of acquiring corporation 

c EIN of acquiring corporation 

d Was the acquiring corporation newly formed prior to its involvement in the transaction? . . . . . . . . . . Yes No 

4a Name of acquiring corporation’s common parent, if any b Address of acquiring corporation’s common parent 

c EIN of acquiring corporation’s common parent 

Part III Information About Acquisition of Control or Substantial Change in Capital Structure 

5a Date of transaction(s) that resulted in the acquisition of control or substantial change in capital structure 

b Description of the transaction(s) ▶

6a Did the reporting corporation’s shareholders receive any stock or other property in exchange for their stock in the 

reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are required to 

recognize gain (if any) from the exchange of such stock? (If “Yes,” go to lines 6b and 6c) . . . . . . . . . . Yes No 

b Fair market value of the stock or other property received . . . . . . . . . . . . . . . . 6b 

c Description of the stock or other property received ▶

Sign 

Here 

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

belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. 

▲

Signature of officer ▲

Date 

Paid 

Preparer 

Use Only

Print/Type preparer’s name Preparer's signature Date Check if 

self-employed

PTIN

Firm’s name ▶ Firm's EIN ▶

Firm's address ▶ Phone no.

Part IV Consent Election 

7 Does the reporting corporation consent to the publication of its name and address, date of transaction(s), description of 

shares affected by the transaction(s) and the amount of cash and fair market value of any property provided to each class 

of shareholders in exchange for a share, on an IRS website and/or in an IRS publication, as described in Regulations 

section 1.6043-4(a)(2), to assist brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b)? . . Yes No 

Under penalties of perjury, I declare that I am an officer of the above named corporation and that I am authorized to give consent on behalf of the above named corporation 

for the IRS to publish the information necessary to enable brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b). 

Sign 

Here ▲

Signature of officer Date Title 

For Paperwork Reduction Act Notice, see the instructions. Cat. No. 10085T Form 8806 (Rev. 12-2011) 
Form 8806 (Rev. 12-2011) Page 2 

What's New

The IRS has created a page on IRS.gov 

for information about Form 8806 and its 

instructions at www.irs.gov/form8806. 

Information about any future 

developments affecting Form 8806 (such 

as legislation enacted after we release it) 

will be posted on that page.

General Instructions 

Section references are to the Internal 

Revenue Code unless otherwise noted. 

Purpose of Form 

A reporting corporation must file Form 

8806 to report an acquisition of control 

or a substantial change in the capital 

structure of a domestic corporation. The 

reporting corporation or any shareholder 

is required to recognize gain (if any) 

under section 367(a) and the related 

regulations as a result of the transaction. 

Definitions 

Acquisition of Control of a 

Corporation 

Generally, an acquisition of control of a 

corporation (first corporation) occurs if, 

in a transaction or series of related 

transactions: 

• Before an acquisition of stock of the 

first corporation (directly or indirectly) by 

the second corporation, the second 

corporation does not have control of the 

first corporation; 

• After the acquisition, the second 

corporation has control of the first 

corporation; 

• The fair market value of the stock 

acquired in the transaction and in any 

related transactions as of the date or 

dates on which such stock was acquired 

is $100 million or more; 

• The shareholders of the first 

corporation receive stock or other 

property pursuant to the acquisition; and 

• The first corporation or any 

shareholder of the first corporation is 

required to recognize gain (if any) under 

section 367(a) and the related 

regulations, as a result of the 

transaction. 

Control. Control means the ownership 

of stock possessing at least 50% of the 

total combined voting power of all 

classes of stock entitled to vote or at 

least 50% of the total value of shares of 

all classes of stock. 

Substantial Change in Capital 

Structure of a Corporation 

A corporation has a substantial change 

in capital structure if it has a change in 

capital structure and the amount of any 

cash and the fair market value of any 

other property (including the value of any 

stock) provided to the shareholders of

such corporation pursuant to the change 

in capital structure, as of the date or 

dates on which the cash or other 

property is provided, is $100 million or 

more. Generally, a corporation has a 

change in capital structure if: 

1. The corporation in a transaction or 

series of transactions: 

• Merges, consolidates, or otherwise 

combines with another corporation or 

transfers all or substantially all of its 

assets to one or more corporations; 

• Transfers all or part of its assets to 

another corporation in a Title 11 or 

similar case and, in pursuance of the 

plan, distributes stock or securities of 

that corporation; or 

• Changes its identity, form, or place of 

organization; and 

2. The corporation or any shareholder 

is required to recognize gain (if any) 

under section 367(a) and the related 

regulations, as a result of the 

transaction. 

Receipt of property. A shareholder is 

treated as receiving property (or as 

having property provided to it) related to 

an acquisition of control or a substantial 

change in capital structure if a liability of 

the shareholder is assumed in the 

transaction and, as a result of the 

transaction, an amount is realized by the 

shareholder from the sale or exchange 

of stock. 

Reporting Corporation 

A reporting corporation is a corporation 

whose stock was acquired in an 

acquisition of control or that had a 

substantial change in its capital 

structure. 

Acquiring Corporation 

The acquiring corporation is any 

corporation that acquired control of the 

reporting corporation or received assets 

from the reporting corporation pursuant 

to a substantial change in capital 

structure of the reporting corporation. 

Who Must File 

A reporting corporation is required to file 

Form 8806 if the reporting corporation or 

any shareholder is required to recognize 

gain (if any) as a result of the application 

of section 367(a) to the transaction. 

If the reporting corporation transfers 

all or substantially all of its assets to an 

acquiring corporation in a transaction 

that constitutes a substantial change in 

the capital structure of the reporting 

corporation and the reporting 

corporation does not file Form 8806, 

then the acquiring corporation must file 

Form 8806. If neither corporation files 

Form 8806, both corporations are jointly 

and severally liable for any applicable 

penalties. See Penalties for Failure To 

File below. 

Corporations Not Required 

To File 

Do not file Form 8806: 

• For transactions that were properly 

reported under section 6043(a); or 

• If the reporting corporation reasonably 

determines that all of its shareholders 

who receive cash, stock, or other 

property related to the acquisition of 

control or substantial change in capital 

structure are exempt recipients under 

Regulations section 1.6043-4(b)(5). 

When To File 

File Form 8806, within 45 days after the 

transaction, or if earlier by January 5th 

of the calendar year following the year in 

which the acquisition of control or 

substantial change in capital structure 

occurred. 

Where To File 

Mail Form 8806 to: 

Internal Revenue Service 

Large Business and International Division 

Attention: PFTS 

1111 Constitution Ave., NW 

Washington, DC 20224 

Penalties for Failure To File 

▲!

CAUTION

Form 8806 and all Forms 

1099-CAP, Changes in 

Corporate Control and 

Capital Structure, required to 

be filed under Regulations sections 

1.6043-4(a) and (b) will be considered as 

one return for purposes of the failure to 

file penalty under section 6652(l). 

If a correct Form 8806 is not filed by 

the due date of the corporation’s income 

tax return, including extensions, it may 

be penalized $500 for each day the 

return is late, up to a maximum of 

$100,000. The penalty will not be 

imposed if the corporation can show 

that the failure to file on time was due to 

reasonable cause. See the corporation's 

income tax return for information on 

reasonable cause. 

Additional penalties may apply under 

sections 7203, 7206, and 7207. 

Note. Failure to file also includes the 

requirement to file on magnetic media as 

required by section 6011(e) and 

Regulations section 1.6011-2. 

Information Returns 

Regarding Shareholders 

A corporation required to file Form 8806 

also must file Form 1099-CAP for certain 

shareholders of record who receive cash 

or other property (including stock) in 

exchange for their stock in the reporting 

corporation due to the acquisition of 

control or the substantial change in 

capital structure. See Form 1099-CAP 

for more information. 
Form 8806 (Rev.12-2011) Page 3 

Specific Instructions 

Employer identification number (EIN). 

An EIN must be included for each 

corporation identified. An EIN is not 

required if the corporation does not 

have, and is not otherwise required to 

have, an EIN. 

Common parent of the reporting 

corporation. If the reporting corporation 

was a subsidiary member of a 

consolidated group immediately prior to 

the reportable transaction, complete 

lines 2a and 2b. 

Common parent of the acquiring 

corporation. If the acquiring corporation 

was a subsidiary member of a 

consolidated group at the time of the 

change in control or substantial change 

in capital structure, complete lines 4a 

and 4b. 

Part IV–Consent Election 

A reporting corporation may elect to 

consent to the IRS publication (on the 

IRS website and/or an IRS publication) 

of information included on this form, to 

be limited to the name and address of 

the corporation, the date of the 

transaction, a description of the shares 

affected by the transaction, and the 

amount of cash and the fair market 

value of any property provided to 

shareholders in exchange for a share. 

See Regulations section 1.6043-4(a)(2). 

Corporations that elect to consent to 

such publication are not required to file 

Form 1099-CAP with respect to 

shareholders that are clearing 

organizations, or to furnish Form 1099-

CAP to such organizations. See 

Regulations section 1.6043-4(b)(1) and 

(4).

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 tax form will vary depending on 

individual circumstances. The estimated 

average time is: 

Recordkeeping . . . 6 hr., 42 min. 

Learning about the 

law or the form . . . 2 hr., 10 min. 

Preparing and sending 

the form to the IRS . . 2 hr., 23 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 write to the Internal 

Revenue Service, Tax Products 

Coordinating Committee, 

SE:W:CAR:MP:T:M:S, 1111 Constitution 

Ave. NW, IR-6526, Washington, DC 

20224. Do not send this form to this 

address. Instead see Where To File, 

earlier.