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Форма 8937 Инструкции

Инструкция по форме 8937 Отчет об организационных действиях, влияющих на основы ценных бумаг

Rev. December 2017

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  • Форма 8937 - Отчет об организационных действиях, влияющих на основы ценных бумаг
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Department of the Treasury  
Internal Revenue Service  
Instructions for Form 8937  
(Rev. December 2017)  
Report of Organizational Actions Affecting Basis of Securities  
Section references are to the Internal Revenue Code unless  
otherwise noted.  
Organizational actions occurring after 2013 affecting  
securities futures contracts.  
Organizational actions occurring after 2013 affecting fixed  
yield, fixed term debt instruments described in Regulations  
section 1.6045-1(n)(2)(i) (other than debt instruments  
described in Regulations section 1.6045-1(n)(2)(ii)).  
Organizational actions occurring after 2015 affecting debt  
instruments described in Regulations section 1.6045-1(n)(3)  
(for example, a variable rate debt instrument, a contingent  
payment debt instrument, a convertible debt instrument, a  
payment-in-kind debt instrument, or an inflation-indexed debt  
instrument).  
Future Developments  
For the latest information about developments related to  
Form 8937 and its instructions, such as legislation enacted  
after they were published, go to IRS.gov/Form8937.  
General Instructions  
Who Must File  
File Form 8937 if you are an issuer of a specified security that  
takes an organizational action that affects the basis of that  
security. A specified security is:  
Exceptions  
Any share of stock in an entity organized as, or treated for  
federal tax purposes as, a corporation;  
Public reporting. You are not required to file Form 8937  
with the IRS if, by the due date, you post a completed and  
signed Form 8937 in a readily accessible format in an area of  
your primary public website dedicated to this purpose and  
you keep it accessible to the public on this website or the  
primary website of any successor organization for 10 years.  
You may electronically sign the Form 8937 that is posted to  
your website as long as you identify the individual who is  
signing the penalties of perjury declaration.  
Any interest treated as stock, including, for example, an  
American Depositary Receipt;  
An option, warrant, or stock right described in Regulations  
section 1.6045-1(m)(2);  
A securities futures contract; or  
A debt instrument (other than a debt instrument subject to  
section 1272(a)(6) or a short-term obligation).  
File Form 8937 when an organizational action affects the  
basis of holders of a security or holders of a class of the  
security. For example, you must file Form 8937 if you make a  
nontaxable cash distribution to shareholders or if you make a  
nontaxable stock distribution to shareholders, including a  
stock split. In addition, if a conversion rate adjustment on a  
convertible debt instrument results in a distribution under  
section 305(c) (for example, because of a cash distribution to  
shareholders), you must file Form 8937 if the adjustment  
occurs after December 31, 2015. Do not file Form 8937 if you  
distribute stock to someone exercising a previously granted  
right to purchase stock. While this action bears on the basis  
of the stock being distributed, it does not affect the basis of  
stock held by others. You must instead report the basis of the  
stock being distributed when you purchase back or transfer  
custody of the stock. You do not need to file Form 8937 for  
an initial public offering or an issuance of a debt instrument.  
However, you may need to file Form 8937 for an issuance of  
a debt instrument in a recapitalization, including a  
Exempt recipients. No reporting is required if you  
determine that all the holders of the security are exempt  
recipients, including C corporations, charitable organizations,  
foreign holders, IRAs, Archer MSAs, health savings accounts  
(HSAs), the United States, a state, or political subdivisions,  
as defined in Regulations section 1.6045B-1(b)(5).  
Certain money market funds. No reporting is required by  
a regulated investment company (RIC) that can hold itself out  
as a money market fund under Rule 2a-7 under the  
Investment Company Act of 1940.  
Special Rules  
S corporations. If an S corporation reports the effect of any  
organizational action affecting the basis of its stock on a  
Schedule K-1 (Form 1120S) timely filed for each shareholder  
and timely gives a copy to all proper parties, no Form 8937 is  
required to be filed with regard to that organizational action.  
Certain RICs and REITs. A regulated investment company  
(RIC) or a real estate investment trust (REIT) that reports  
undistributed capital gains to shareholders on Form 2439 can  
satisfy the organizational action reporting requirements for  
those undistributed gains if the RIC or REIT timely files and  
gives Form 2439 to all proper parties for the organizational  
action. RICs, REITs, and brokers holding custody of RIC and  
REIT stock must then adjust basis in accordance with the  
information reported on Form 2439.  
recapitalization resulting from a significant modification or a  
bankruptcy reorganization.  
Do not report a distribution on Form 8937 if the distribution  
is reportable as a dividend on Form 1099-DIV.  
The requirement to file Form 8937 applies to both  
domestic and foreign issuers of securities if the security is  
owned by U.S. taxpayers, either directly or as a depositary  
receipt.  
This filing requirement applies to organizational actions  
occurring after 2010 for a specified security as follows.  
Organizational actions occurring after 2010 affecting stock  
other than regulated investment company stock.  
Organizational actions occurring after 2011 affecting  
regulated investment company stock.  
When To File  
Form 8937 must be filed with the IRS on or before the 45th  
day following the organizational action or, if earlier, January  
15 of the year following the calendar year of the  
organizational action. You may file the return before the  
organizational action if the quantitative effect on basis is  
Organizational actions occurring after 2013 affecting  
options, warrants, or stock rights.  
Aug 31, 2017  
Cat. No. 57457H  
determinable. For purposes of determining this deadline, a  
redemption occurs on the last day a holder may redeem a  
security.  
it is shown that the failure is due to reasonable cause and not  
willful neglect. See sections 6721 through 6724.  
Acquiring and successor entities. An acquiring or  
successor entity of an issuer must satisfy these reporting  
obligations if the issuer has not done so. If neither the issuer  
nor the acquiring or successor entity satisfies the reporting  
obligations, both are jointly and severally liable for any  
applicable penalties.  
To report the quantitative effect on basis by the due  
date, you may make reasonable assumptions about  
facts that cannot be determined before the due date.  
TIP  
You must file a corrected return within 45 days of determining  
facts that result in a different quantitative effect on basis from  
what was previously reported. For additional information, see  
Regulations sections 1.6045B-1(a)(2)(ii) and 1.6045B-1(g),  
Example 2.  
Specific Instructions  
Part I  
Where To File  
Boxes 1 and 2. Enter the issuer's name and employer  
Send Form 8937 to Department of the Treasury, Internal  
Revenue Service, Ogden, UT 84201-0054.  
identification number (EIN).  
Boxes 3, 4, 5, 6, and 7. Enter the name, telephone number,  
Issuer Statements  
email address, and mailing address of a contact person.  
If you are required to file Form 8937, you must give a copy of  
Form 8937 to each security holder of record as of the date of  
the organizational action and all subsequent holders of  
record up to the date you give the copy of Form 8937. If you  
record the security on your books in the name of a nominee,  
you must give the copy of Form 8937 to the nominee in lieu of  
the holder. However, if you, your agent, or a plan you operate  
is listed as the nominee, you must give the copy of Form  
8937 to the holder.  
You are considered to have given a copy of Form 8937 to  
all holders and nominees if you post a completed Form 8937  
to your primary public website under the rules listed under  
Public reporting, earlier.  
Boxes 8, 9, 10, 11, 12, and 13. For each security involved  
in the organizational action, enter the requested information.  
Complete all boxes that apply.  
Note. If a box does not apply, leave it blank.  
In box 9, enter the classification of the security (such as  
stock) and include any description about the class of security  
affected.  
Part II  
For each security involved in the organizational action, enter  
the requested information.  
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 and to allow us to figure and collect the right  
amount of tax.  
You are not required to, but may, give a copy of Form  
8937 to a holder or nominee if the holder is an exempt  
recipient. See Exempt recipients, earlier.  
You may give holders and nominees a written statement  
instead of a copy of Form 8937. The written statement must  
include the same information as provided on Form 8937 and  
must indicate that the information is being reported to the  
IRS.  
Time for furnishing statements. You must give holders or  
nominees an issuer statement on or before January 15 of the  
year following the calendar year of the organizational action.  
For purposes of determining this deadline, a redemption  
occurs on the last day a holder may redeem a security. You  
can give an issuer statement before the organizational action  
if you have determined the quantitative effect on basis. If you  
file a corrected Form 8937 with the IRS, you must give a  
corrected issuer statement by the later of the January 15 due  
date above or 45 days after you determine the facts that  
result in a different quantitative effect on basis from what was  
previously reported.  
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 information are confidential, as  
required by section 6103.  
The time needed to complete and file this form will vary  
depending on individual circumstances. The estimated  
average time is:  
Learning about the law or the form.  
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35 min.  
40 min.  
Preparing the form .  
Recordkeeping  
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2 hr., 52 min.  
Penalties  
Agents. An issuer may use an agent, including a depositary,  
to satisfy these reporting requirements. However, the issuer  
remains liable for any penalty for any failure to comply unless  
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Instructions for Form 8937 (December 2017)