Professional Documents
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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
or more affiliates acquired equal acquired prior to the 12-month If multiple signatures are required,
amounts of target stock, insert the acquisition period). See Regulations the signatures must be provided on a
name of any one of them in Section section 1.338-5(d). If a section “SIGNATURE ATTACHMENT” to the
A-1. On an attached schedule, 338(h)(10) election is made for a form under the appropriate
provide the information requested on target, a gain recognition election is “declaration under penalties of
this form for each purchasing deemed made by each purchasing perjury” (this is the statement that
corporation other than the one listed group member. appears on Form 8023 immediately
in Section A-1. Also provide a If a gain recognition election is above the relevant signature line).
schedule that lists which target stock actually made (not deemed made) for Write “See attached” in the signature
was acquired by each purchasing a target corporation, attach a area of the Form 8023.
corporation. schedule providing the target
Section A-2—Common corporation’s name and the name, Special Instructions for
address, and EIN of each purchasing
Parent of the Purchasing group member holding nonrecently
Foreign Purchasing
Corporation purchased stock. The schedule must Corporations
If the purchasing corporation is a also contain the following declaration Unless otherwise specifically noted,
member of a consolidated group, (or a substantially similar declaration): the general rules and requirements in
complete Section A-2. “EACH CORPORATION HOLDING these instructions apply to foreign
STOCK SUBJECT TO THIS GAIN purchasing corporations.
Section C—Common Parent RECOGNITION ELECTION AGREES Who must file. Generally, the
of Selling Consolidated TO REPORT ANY GAIN UNDER purchasing corporation must file Form
Group, Selling Affiliate, S THE GAIN RECOGNITION 8023. However, the U.S.
Corporation Shareholder, or ELECTION IN ITS FEDERAL shareholders of controlled foreign
INCOME TAX RETURN (INCLUDING purchasing corporations described in
U.S. Shareholder AN AMENDED RETURN, IF Regulations section 1.338-2(e)(3)
If Form 8023 is filed to make a NECESSARY) FOR THE TAX YEAR may make the section 338 election
section 338(h)(10) election for a IN WHICH THE ACQUISITION DATE for the purchasing corporation. The
target that is an S corporation, the OF THE TARGET OCCURS.” shareholders may make this election
information requested in Section C The schedule must be signed on only if the purchasing corporation is
must be provided for each behalf of each purchasing group not required under Regulations
shareholder of the S corporation member holding nonrecently section 1.6012-2(g) to file a U.S.
target. Attach a schedule with respect purchased target stock by a person income tax return for the tax year that
to the other shareholders. If Form who states under penalties of perjury includes the acquisition date.
8023 is filed to make a section 338 that he or she is authorized to act on
election for a target that is or was a To make this election, complete
behalf of the corporation. Form 8023 and attach a statement to
controlled foreign corporation (CFC),
enter in Section C the name of the A gain recognition election for the the form showing the name, address,
U.S. shareholder that owned the target also applies to any target identifying number, country in which
largest percentage (by value) of the affiliate that has the same acquisition organized, and stock interest of each
target’s stock immediately before the date as the target and for which a U.S. shareholder. The statement
acquisition date. If two or more U.S. section 338 election is made. Attach must be signed by each U.S.
shareholders acquired equal amounts a schedule with the information shareholder. When signing the
of target stock, enter the name of any requested above for each such target statement, each U.S. shareholder
one of them in Section C. On an affiliate. must state under penalties of perjury
attached schedule, provide the that the stock interest for that
information requested on this form for Signature(s) shareholder specified in the
each U.S. shareholder other than the If the common parent of a statement is correct. Write “See
one listed in Section C. If a U.S. consolidated group is the agent of the attached” in the signature area of
shareholder is a member of a purchasing corporation under Form 8023.
consolidated group other than the Regulations section 1.1502-77, the As an alternative to a jointly signed
common parent, also provide the person authorized to sign the statement, the shareholder signatures
name and EIN for the common parent statement of section 338 election is may be shown on separate
of the U.S. shareholder’s group. the person authorized to act on behalf statements attached to Form 8023. If
Line 4b. Identifying number. Enter of that common parent. a U.S. shareholder is not an
the social security number (SSN) for If a QSP of a target corporation is individual or does not have delegated
an individual. Enter the EIN for a made by two or more corporations authority to sign the statement, the
corporation. that are members of the same person signing must state under
affiliated (but not consolidated) group, penalties of perjury that he or she is
Section E—Elections Under Form 8023 must be signed by a authorized to sign the statement for
Section 338 person authorized to sign on behalf of the U.S. shareholder. File Form 8023
Line 8. Gain recognition election. If each corporation. for the foreign purchasing
a gain recognition election is made If a section 338(h)(10) election is corporation’s tax year that includes
for a target, it applies to the made for an S corporation, Form the acquisition date.
purchasing corporation and all 8023 must be signed by each S Form 8883. Each U.S. shareholder
members of its affiliated group that corporation shareholder regardless of must also file Form 8883, Asset
hold nonrecently purchased target whether the shareholder sells his Allocation Statement Under Section
stock (that is, stock in the target interest in target stock in the QSP. 338, with Form 5471, Information
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Page 3 of 3 Instructions for Form 8023 13:40 - 22-FEB-2006
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Return of U.S. Persons With Respect Attachments. Attach a schedule material in the administration of any
to Certain Foreign Corporations. See listing the date of each purchase of Internal Revenue law. Generally, tax
the Instructions for Form 8883. foreign target stock, each purchaser’s returns and return information are
When to file. Special rules may name, the percentage purchased by confidential, as required by section
apply to foreign purchasing each purchaser, and the name and 6103.
corporations. The time during which a place of incorporation of any selling The time needed to complete and
qualifying foreign purchasing entities. If affected U.S. persons file this tax form will vary depending
corporation may make a section 338 owning stock in the target are on individual circumstances. The
election for a qualifying foreign target notified, attach a schedule containing estimated average time is:
is described in Regulations section the name and EIN or SSN of each
1.338-2(e)(1). U.S. person. Recordkeeping . . . . . . 9 hr., 19 min.
Special Instructions for Learning about the law
Paperwork Reduction Act Notice. or the form . . . . . . . . . 1 hr., 35 min.
Foreign Targets We ask for the information on this Preparing and sending
Unless otherwise specifically noted, form to carry out the Internal the form to the IRS . . . . 1 hr., 48 min.
the general rules and requirements in Revenue laws of the United States.
these instructions apply to foreign You are required to give us the If you have comments concerning
targets. information. We need it to ensure that the accuracy of these time estimates
A section 338 election will not be you are complying with these laws or suggestions for making this form
valid for a target that is a controlled and to allow us to figure and collect simpler, we would be happy to hear
foreign corporation, a passive foreign the right amount of tax. from you. You can write to the
investment company, or a foreign You are not required to provide the Internal Revenue Service, Tax
personal holding company unless information requested on a form that Products Coordinating Committee,
affected U.S. persons who own stock is subject to the Paperwork Reduction SE:W:CAR:MP:T:T:SP, 1111
in these targets are notified, in Act unless the form displays a valid Constitution Ave., NW, IR-6406,
writing, as set forth in Regulations OMB control number. Books or Washington, DC 20224. Do not send
section 1.338-2(e)(4). records relating to a form or its this form to this address. Instead, see
Form 8883. Each U.S. shareholder instructions must be retained as long When and Where To File on page 1.
must also file Form 8883 with Form as their contents may become
5471. See the Instructions for Form
8883.
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