IRS Form 8806 (Information Return for Acquisition of Control or Substantial Change in Capital Structure) Fax Numbers
¿Dónde y cómo enviar por fax un formulario 8806?
IRS Form 8806 is the form a domestic corporation files after a major acquisition of control or a substantial change in its capital structure, transactions worth $100 million or more that require shareholders to recognize gain. It is a corporate M&A and reorganization reporting document, not a routine filing individuals or small businesses ever encounter.
¿Qué es el formulario 8806 del IRS?
Form 8806, officially the Information Return for Acquisition of Control or Substantial Change in Capital Structure, is filed by a domestic corporation, not a partnership, and has nothing to do with foreign-partner withholding. In practice, a reporting corporation files it after one of two events:
- Acquisition of Control: Another corporation acquires stock in the reporting corporation, worth $100 million or more, and did not previously control it.
- Substantial Change in Capital Structure: The corporation merges, consolidates, transfers substantially all its assets, or otherwise reorganizes, and provides shareholders $100 million or more in cash or property.
Both scenarios only trigger the filing requirement when the transaction requires shareholders to recognize gain under Section 367(a) of the Internal Revenue Code. The corporation may also consent to let the IRS publish the filing, which notifies brokers so they can prepare accurate information returns for affected shareholders.
Números de fax del formulario 8806 del IRS
- 844-249-6232: All filers (nationwide fax number for Form 8806 submissions). The IRS has required this form to be faxed rather than mailed since a July 2022 procedural update, mailing is no longer accepted.
How to Fax Your Corporation's Form 8806 to the IRS
Once your corporation's acquisition of control or capital structure change crosses the $100 million threshold and requires shareholder gain recognition, Form 8806 has to reach the IRS by fax, mailing it is no longer accepted. Fax.Plus lets your tax, legal, or M&A team send the completed form straight from a computer, phone, or email, with a timestamped delivery confirmation for the file.
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¿Para qué sirve el formulario 8806 del IRS?
- Compliance with a mandatory reporting requirement: corporations that meet the acquisition-of-control or capital-structure-change thresholds are legally required to file, there's no discretion once the $100 million threshold and Section 367(a) gain recognition are met.
- Enables accurate shareholder tax reporting: the filing supports the related Form 1099-CAP, which reports the cash or property each shareholder received so they can report the transaction correctly on their own returns.
- Avoids significant penalties: late filing carries a penalty of $500 for each day the return is late, up to $100,000, with reasonable-cause exceptions available.
¿Quién debe presentar el formulario 8806 del IRS?
- Domestic corporations that have just undergone an acquisition of control, another entity acquiring $100 million or more in the corporation's stock and gaining control it didn't have before.
- Domestic corporations undergoing a substantial change in capital structure, a merger, consolidation, major asset transfer, bankruptcy reorganization, or change in identity or form, that provides shareholders $100 million or more in cash or property.
- Only transactions that require shareholders to recognize gain under Section 367(a) trigger the filing requirement, so this affects large-scale corporate transactions, not routine restructurings.
- In practice, this form is filed by a corporation's tax, legal, or M&A team as part of closing a major transaction, not by individuals, small businesses, or partnerships.
What actually triggers the requirement to file Form 8806?
Two things have to be true together: your corporation went through an acquisition of control or a substantial change in capital structure worth $100 million or more in cash, stock, or property, and the transaction requires shareholders to recognize gain under Section 367(a) of the Internal Revenue Code. Smaller transactions, or ones that don't trigger gain recognition, don't require this filing.
Can Form 8806 be mailed instead of faxed?
No. The IRS updated its procedure in July 2022 to require Form 8806 to be submitted by fax only, to 844-249-6232. Mailing it is no longer an accepted submission method for this form.
Does filing Form 8806 mean I also have to file Form 1099-CAP?
Yes. A corporation that files Form 8806 must also file Form 1099-CAP for each shareholder who received cash or property in the transaction, along with the transmittal Form 1096. These are due by February 28 (or March 31 if filed electronically) of the year following the transaction, and shareholders must receive their copy by January 31.
What happens if a corporation misses the Form 8806 deadline?
Form 8806 is due within 45 days of the transaction, or by January 5 of the following year if that comes sooner. Filing late triggers a penalty of $500 for each day the return is late, up to a maximum of $100,000, though the IRS allows a reasonable-cause exception if the corporation can show the delay wasn't willful neglect.
Does the IRS make Form 8806 filings public?
Only if the corporation agrees to it. A reporting corporation can consent to let the IRS publish the details of its Form 8806 filing, which helps brokers identify the transaction and prepare accurate information returns for affected shareholders. Publishing is optional, not automatic.
A Form 8806 filing usually means your corporation just closed a major acquisition or restructuring. Here's what else comes up around corporate filings, elections, and IRS paperwork for businesses.
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