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.

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:
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.
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.
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.
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.
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.
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.
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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