Formulaire 8869 Instructions
Instructions pour le formulaire 8869, Choix subsidiaire du sous-chapitre S admissible
Rev. Décembre 2020
Formulaires associés
- Formulaire 8869 - Sous-chapitre S
Department of the Treasury
Internal Revenue Service
Instructions for Form 8869
Qualified Subchapter S Subsidiary Election
(Rev. December 2020)
Section references are to the Internal Revenue Code
unless otherwise noted.
after the date it is filed. An election filed more than 2
months and 15 days after the requested effective date
generally is late and will be made effective 2 months and
15 days before the date it is filed. However, an election
filed more than 2 months and 15 days after the requested
effective date will be accepted as timely filed if the
corporation can show that the failure to file on time was
due to reasonable cause.
Future Developments
For the latest information about developments related to
Form 8869 and its instructions, such as legislation
enacted after they were published, go to IRS.gov/
To request relief for a late election, the corporation
must generally request a private letter ruling and pay a
user fee in accordance with Rev. Proc. 2021-1, 2021-1
I.R.B. 1 (or its successor). However, relief from the ruling
and user fee requirements is available. See Rev. Proc.
2013-30, 2013-36 I.R.B. 173, for details.
General Instructions
Purpose of Form
A parent S corporation uses Form 8869 to elect to treat
one or more of its eligible subsidiaries as a qualified
subchapter S subsidiary (QSub).
Even if a QSub election is made 12 months before
The QSub election results in a deemed liquidation of
the subsidiary into the parent. Following the deemed
liquidation, for federal tax purposes, the QSub is not
treated as a separate corporation and all of the
or 2 months and 15 days after the effective date, a
!
CAUTION
QSub election will be ineffective if made for a
corporation that was formerly eligible, but is ineligible at
the time the election is made. See Regulations section
1.1361-3(a)(1).
subsidiary’s assets, liabilities, and items of income,
deduction, and credit are treated as those of the parent.
Where To File
Because the liquidation is a deemed liquidation,
do not file Form 966, Corporate Dissolution or
File Form 8869 with the service center where the
subsidiary filed its most recent return. However, if the
parent S corporation forms a subsidiary, and makes a
valid election effective upon formation, submit Form 8869
to the service center where the parent S corporation filed
its most recent return.
!
CAUTION
Liquidation. However, a final return for the
subsidiary may have to be filed if it was a separate
corporation prior to the date of the deemed liquidation. No
final return is required if this election is being made
pursuant to a reorganization under section 368(a)(1)(F)
and Rev. Rul. 2008-18. See Rev. Rul. 2008-18, 2008-13
I.R.B. 674, available at IRS.gov/irb/
Acceptance of Election
The service center will notify the corporation if the QSub
election is (a) accepted, and when it will take effect, or (b)
not accepted. The corporation may also receive an
administrative letter confirming the receipt of Form 8869.
2008-13_IRB#RR-2008-18, for details.
Eligible Subsidiary
An eligible subsidiary is a domestic corporation whose
stock is owned 100% by an S corporation and is not one
of the following ineligible corporations.
The corporation should generally receive a
determination on its election within 60 days after it has
filed Form 8869. However, if the corporation is not notified
of acceptance or nonacceptance of its election within 2
months of the date of filing (date mailed), take follow-up
action by calling 800-829-4933.
A bank or thrift institution that uses the reserve method
•
of accounting for bad debts under section 585.
An insurance company subject to tax under subchapter
•
L of the Internal Revenue Code.
A domestic international sales corporation (DISC) or
•
If the IRS questions whether Form 8869 was filed, an
acceptable proof of filing is (a) a certified or registered
mail receipt (timely postmarked) from the U.S. Postal
Service, or its equivalent from a designated private
designated services); (b) a Form 8869 with an accepted
stamp; (c) a Form 8869 with a stamped IRS received
date; or (d) an IRS letter stating that Form 8869 has been
accepted.
former DISC.
See sections 1361(b)(3), 1362(f), and their related
regulations for additional information.
When To Make the Election
The parent S corporation can make the QSub election for
an eligible corporation at any time during the tax year.
However, the requested effective date of the QSub
election generally cannot be more than:
12 months after the date the election is filed, or
•
•
End of Election
2 months and 15 days before the date the election is
Once the QSub election is made, it remains in effect until
it is terminated. If the election is terminated, IRS consent
generally is required for another QSub election with
regard to the former QSub (or its successor) for any tax
filed.
An election filed more than 12 months before the
requested effective date will be made effective 12 months
Dec 02, 2020
Cat. No. 74389E
year before the fifth tax year after the first tax year in which
the termination took effect. See Regulations section
1.1361-5 for details.
Failure to enter the subsidiary’s EIN may result in
the service center sending a notice of delinquent
filing to the QSub.
!
CAUTION
If the QSub wants its own EIN, but does not have one,
apply for an EIN in the following ways.
Specific Instructions
•
Address
immediately once the application information is validated.
Include the suite, room, or other unit number after the
street address. If the post office does not deliver to the
street address and the corporation has a P.O. box, show
the box number instead.
By faxing or mailing Form SS-4, Application for
•
Employer Identification Number.
If the QSub has not received its EIN by the time the
election is made, write “Applied For” on line 8. See the
Instructions for Form SS-4 for details.
If the subsidiary has the same address as the parent S
corporation, enter “Same as parent” in Part II.
Effective Date of Election
Additional Subsidiaries
Form 8869 must generally be filed no earlier than
If the QSub election is being made for more than one
subsidiary, attach a separate sheet for each subsidiary.
Use the same size, format, and line numbers as in Part II
of the printed form. Put the parent corporation’s name and
employer identification number at the top of each sheet.
12 months before or no later than 2 months and
15 days after the effective date requested on
TIP
line 11. For details and exceptions, see When To Make
the Election, earlier.
A parent S corporation that forms a new subsidiary and
wants the election effective upon formation should enter
the formation date. A parent corporation that wants to
make the election for an existing subsidiary should enter
the requested effective date. For details about the effect
of a QSub election, see Regulations section 1.1361-4.
If the QSub elections are being made effective on the
same date for a tiered group of subsidiaries, the parent S
corporation may specify the order of the deemed
liquidations on an attachment. If no order is specified, the
deemed liquidations will be treated as occurring first for
the lowest tier subsidiary and proceeding successively
upward. See Regulations section 1.1361-4(b)(2).
Signature
A QSub election for a tiered group of subsidiaries
Form 8869 must be signed and dated by the president,
vice president, treasurer, assistant treasurer, chief
accounting officer, or any other corporate officer (such as
tax officer) authorized to sign the parent’s S corporation
return.
may, in certain circumstances, result in the
!
CAUTION
recognition of income. A primary example is
excess loss accounts (see Regulations section
1.1502-19).
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.
Reorganizations
Line 14. This box should be checked “Yes” if this election
is being made pursuant to a reorganization under section
368(a)(1)(F) and Rev. Rul. 2008-18. This occurs when a
newly formed parent holding company holds the stock of
the subsidiary that was an S corporation immediately
before the transaction and the transaction otherwise
qualifies as a reorganization under section 368(a)(1)(F).
No Form 2553, Election by a Small Business Corporation,
is required to be filed by the parent. See Rev. Rul.
2008-18 for details.
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
Employer Identification Number (EIN)
information are confidential, as required by section 6103.
A QSub may not be required to have an EIN for federal tax
purposes. If the QSub does not have an EIN, enter “N/A”
on line 8.
The time needed to complete and file this form will vary
depending on individual circumstances. The estimated
burden for business taxpayers filing this form is approved
under OMB control number 1545-0123 and is included in
the estimates shown in the instructions for their business
income tax return.
However, if the QSub has previously filed a return,
separately or as part of a consolidated return, and used
an EIN, enter that EIN on line 8 and (if applicable) the EIN
of its common parent on line 16b. If this election is being
made pursuant to a reorganization under section 368(a)
(1)(F) and Rev. Rul. 2008-18, the old S corporation for
which this QSub election is being made will retain its EIN.
The newly formed parent must get a new EIN. See Rev.
Rul. 2008-18 for details.
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
can write to the Internal Revenue Service, Tax Forms and
Publications Division, 1111 Constitution Ave. NW,
IR-6526, Washington, DC 20224. Don't send the form to
this office.
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Instructions for Form 8869 (December 2020)