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Formblatt 1099-CAP Anweisungen

Anweisungen für Form 1099-CAP, Änderungen in der Unternehmenssteuerung und Kapitalstruktur

September 2019

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Department of the Treasury  
Internal Revenue Service  
Instructions for Form  
1099-CAP  
(Rev. September 2019)  
Changes in Corporate Control and Capital Structure  
Section references are to the Internal Revenue Code  
unless otherwise noted.  
Who Must File  
Any broker who holds shares on behalf of a  
customer in a corporation that the broker knows or  
has reason to know based on readily available  
TIP  
Future Developments  
For the latest information about developments related to  
Form 1099-CAP and its instructions, such as legislation  
enacted after they were published, go to IRS.gov/  
information has engaged in a transaction of acquisition of  
control or substantial change in capital structure must file  
Form 1099-B unless the customer is an exempt recipient.  
Readily available information includes information from a  
clearing organization, such as the Depository Trust  
Company (DTC). Information is also published on the IRS  
website. Go to IRS.gov and enter keyword “Form 8806” in  
the upper right corner.  
Reminders  
In addition to these specific instructions, you should also  
use the current General Instructions for Certain  
Information Returns. Those general instructions include  
information about the following topics.  
A domestic corporation that is required to file Form 8806,  
Information Return for Acquisition of Control or Substantial  
Change in Capital Structure, must file Form 1099-CAP  
with the IRS and furnish a copy to each shareholder who  
receives cash, stock, or other property as a result of the  
acquisition of control or substantial change in capital  
structure and who is not an exempt recipient. However, if  
the corporation can reasonably determine that the receipt  
of such stock would not cause the shareholder to  
Who must file.  
When and where to file.  
Electronic reporting.  
Corrected and void returns.  
Statements to recipients.  
Taxpayer identification numbers (TINs).  
Backup withholding.  
Penalties.  
Other general topics.  
recognize gain, then the corporation is not required to  
report the fair market value (FMV) of any stock provided to  
a shareholder. Corporations do not file Form 1099-CAP  
under one of the following conditions.  
You can get the general instructions at General  
The transaction involves the acquisition of control within  
Continuous-use form and instructions. Form  
1099-CAP and its instructions have been converted from  
an annual revision to continuous use. Both the form and  
instructions will be updated as needed. For the most  
recent version, go to IRS.gov/Form1099CAP.  
Online fillable form. Due to the very low volume of  
paper Forms 1099-CAP received and processed by the  
IRS each year, this form has been converted to an online  
fillable format. You may fill out the form, found online at  
IRS.gov/Form1099CAP, and send Copy B to the recipient.  
For filing with the IRS, follow the applicable procedures if  
you are required to file electronically. If you are filing this  
form on paper due to a low volume of recipients, for this  
form only, you may send in the black-and-white Copy A  
with a Form 1096 that you print from the IRS website.  
an affiliated group or involves stock valued at less than  
$100 million.  
The corporation makes the consent election on Form  
8806. Under the election, the corporation is not required  
to file Form 1099-CAP with respect to shares held by a  
clearing organization because it allows the IRS to publish  
information necessary for brokers to meet their reporting  
obligations.  
The corporation properly reports the transaction under  
section 6043(a) on Form 966, Corporate Dissolution or  
Liquidation.  
Information returns are filed under section 6042 (Form  
1099-DIV) or section 6045 (Form 1099-B), unless the  
corporation knows or has reason to know that such  
returns were not filed.  
Exempt Recipients  
Specific Instructions  
The corporation is not required to file Form 1099-CAP for  
the following shareholders including brokers who are also  
exempt.  
File Form 1099-CAP, Changes in Corporate Control and  
Capital Structure, for shareholders of a corporation if  
control of the corporation was acquired or it underwent a  
substantial change in capital structure. Form 1099-CAP is  
furnished to shareholders who receive cash, stock, or  
other property from an acquisition of control or a  
substantial change in capital structure.  
Any shareholder who receives stock in an exchange  
that is not subject to gain recognition under section 367(a)  
and the regulations.  
Any shareholder whose amount of cash plus the FMV  
of any stock and other property does not exceed $1,000.  
Oct 16, 2019  
Cat. No. 35150T  
Any shareholder from whom the corporation has  
Substantial Change in Capital Structure  
A change in capital structure occurs if:  
received a properly completed exemption certificate.  
Any one of the following.  
1. A corporation, except a subchapter S corporation.  
2. A tax-exempt organization.  
3. An individual retirement account (IRA).  
4. The U.S. Government or a state.  
The amount of cash or other property provided to its  
shareholders is $100 million or more and 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;  
5. A foreign government, an international organization,  
Transfers all or part of its assets to another corporation  
or a foreign central bank of issue.  
under bankruptcy proceedings including distributing its  
stock or securities; or  
6. A real estate investment trust (REIT).  
7. A regulated investment company (RIC).  
8. A securities or commodities dealer.  
Changes its identity, form, or place of organization; and  
The corporation or any of its shareholders is required to  
recognize gain under section 367(a) as a result of the  
transaction.  
9. An entity registered under the Investment Company  
Act of 1940.  
When To File  
10. A common trust fund.  
See part C in the current General Instructions for Certain  
Information Returns and its Guide to Information Returns  
for filing and furnishing dates. But see the separate  
guidance for clearing organizations in Special reporting  
date–clearing organizations next.  
11. A financial institution such as a bank, savings and  
loan, credit union, or similar organization.  
Any foreign person the corporation associates with a  
valid Form W-8BEN, Certificate of Foreign Status of  
Beneficial Owner for United States Tax Withholding, or  
other documentation upon which the corporation relies in  
order to treat the shareholder as a foreign beneficial  
owner or foreign payee. See Regulations section  
1.6049-5(c) for more information.  
Special reporting date–clearing organizations. A  
corporation must file Form 1099-CAP and furnish a copy  
to each of its shareholders who receives any stock or  
other consideration in the transaction and who is not an  
exempt recipient. A clearing organization, such as the  
DTC, is not an exempt recipient. The corporation is  
therefore required to file and furnish a copy of Form  
1099-CAP to a clearing organization with respect to  
shares held by the clearing organization unless it makes a  
consent election, as discussed below. Furnish Form  
1099-CAP to the clearing organization by the due date  
shown in the current General Instructions for Certain  
Information Returns. If you are furnishing the DTC with  
Forms 1099-CAP, see Notice 2004-9, 2004-04 I.R.B. 334,  
Corporations are not relieved of their withholding  
obligations on nonresident aliens under section  
!
CAUTION  
1441.  
Acquisition of Control  
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 a 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 FMV of the stock acquired in the  
transaction and in any related transactions as of the date  
or dates on which the 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 of its shareholders is required  
to recognize gain under section 367(a) as a result of the  
transaction.  
Penalties for Failure To File  
The penalties under section 6652(l) for failure to file  
information returns under section 6043(c) apply. For  
purposes of the section 6652(l) penalty, Form 8806 and  
all Forms 1099-CAP required to be filed are treated as  
one return. Thus, the penalty will not exceed $500 for  
each day the failure continues, up to a maximum of  
$100,000, for any acquisition of control or any substantial  
change in capital structure. If a corporation (transferor)  
transfers all or substantially all of its assets to another  
entity (transferee) and is required to file Form 1099-CAP,  
the transferor must satisfy the reporting requirements. If  
the transferor fails to file Form 1099-CAP, then the  
transferee must meet the filing requirements. If the filing  
requirements are not met by either the transferor or  
transferee, then both are jointly and severally liable for the  
applicable penalties.  
For these purposes, control is defined as 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.  
See Form 8806 and Regulations section 1.6043-4 for  
details and special rules with respect to constructive  
ownership of stock.  
Section 338 election. An acquisition of stock of a  
corporation under which a section 338 election is made is  
treated as an acquisition of stock and not as an  
acquisition of the assets of the corporation.  
Failure to file Forms 1099-CAP also includes the  
requirement to file electronically. For more information on  
penalties for failure to file electronically, see part F in the  
current General Instructions for Certain Information  
Returns.  
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Instructions for Form 1099-CAP (Rev. 9-2019)  
Statement to Shareholder  
Box 1. Date of Sale or Exchange  
If required to file Form 1099-CAP, you must furnish a  
statement to the shareholder. For more information about  
the requirement to furnish a statement to the shareholder,  
see part M in the current General Instructions for Certain  
Information Returns.  
Enter the trade date of the sale or exchange, actually or  
constructively received.  
Box 2. Aggregate Amount Received  
Enter the aggregate amount of cash and the FMV of any  
stock and other property received in exchange for the  
number of shares exchanged in the reporting corporation.  
Truncating recipient’s TIN. Under Regulations section  
301.6109-4, corporations required to file Form 1099-CAP  
may truncate a recipient’s TIN (social security number  
(SSN), individual taxpayer identification number (ITIN),  
adoption taxpayer identification number (ATIN), or  
employer identification number (EIN)) on payee  
Box 3. No. of Shares Exchanged  
Enter the number of shares the shareholder exchanged in  
the reporting corporation for cash or other property  
received.  
statements. A filer's TIN may not be truncated on any  
form. Truncation is not allowed on any documents the filer  
files with the IRS. See part J in the current General  
Instructions for Certain Information Returns.  
Box 4. Classes of Stock Exchanged  
Enter the class or classes of stock (for example,  
preferred, common, etc.) exchanged in the reporting  
corporation for cash or other property received.  
Abbreviate the class to fit the entry. For example, you may  
enter “C” for common stock, “P” for preferred, or “O” for  
other. Also, abbreviate any subclasses.  
Account Number  
The account number is required if you have multiple  
accounts for a recipient for whom you are filing more than  
one Form 1099-CAP. Additionally, the IRS encourages  
you to designate an account number for all Forms  
1099-CAP that you file. See part L in the current General  
Instructions for Certain Information Returns.  
Corporation’s Name, Address, Telephone  
Number, and Federal Identification Number  
Generally, this will be the reporting corporation's  
information and EIN.  
Instructions for Form 1099-CAP (Rev. 9-2019)  
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