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Форма 8883 Інструкція

Інструкція по формі 8883, заява про розподіл активів в розділі 338

Відень 2017

Пов'язані форми

  • Форма 8883 - Заява про розподіл активів в розділі 338
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Department of the Treasury  
Internal Revenue Service  
Instructions for Form 8883  
Asset Allocation Statement Under Section 338  
(Rev. October 2017)  
Section references are to the Internal Revenue  
Code unless otherwise noted.  
U.S. Income Tax Return for an S  
Elections for Multiple Targets  
Under Section 338  
Old target (consolidated return). If the  
old target is the common parent of a  
consolidated group, attach Form 8883 to  
its final consolidated return ending on the  
acquisition date. If the old target is a  
member (not the parent) of a selling group  
that will file a consolidated return and is  
making a section 338(h)(10) election,  
attach the form to the selling group's  
consolidated return for its tax year  
Although one Form 8023 (rather than  
multiple Forms 8023) may be used for  
targets that:  
General Instructions  
Future Developments  
Each have the same acquisition date;  
Were members of the same affiliated  
group immediately before the acquisition  
date (defined below); and  
For the latest information about  
developments related to Form 8883 and  
its instructions, such as legislation  
enacted after they were published, go to  
Are members of the same affiliated  
group (defined below) immediately after  
the acquisition date, file a separate Form  
8883 for each target corporation.  
including the acquisition date.  
Purpose of Form  
However, if an election under section  
338(g) is made for the target, attach the  
form to the old target's deemed sale  
return; not to the selling group's  
consolidated return. See Regulations  
section 1.338-10(a)(2) through (4) for  
Use Form 8883, Asset Allocation  
Statement Under Section 338, to report  
information about transactions involving  
the deemed sale of corporate assets  
under section 338. This includes  
information previously reported on Form  
8023, Elections Under Section 338 for  
Corporations Making Qualified Stock  
A qualified stock purchase (QSP) is the  
purchase of stock of at least 80% of the  
total voting power and value of the stock  
of a corporation by another corporation  
during a 12-month period.  
New target. Attach Form 8883 to the first  
return of the new target. If, on the day after  
the acquisition date, the new target is a  
member of a group filing a consolidated  
return, attach the form to the consolidated  
return that includes the day after the  
acquisition date.  
A 12-month acquisition period is the  
12-month period beginning with the first  
acquisition by purchase of stock included  
in the QSP.  
Although you use Form 8023 to make  
an election under section 338, you also  
must file Form 8883 to supply information  
relevant to the election. Timely file Form  
8023 even if you do not have all the  
information required to be supplied  
separately on Form 8883.  
The acquisition date is the first date  
Foreign target. If a section 338(g)  
election is made for a foreign target for  
which Form 5471, Information Return of  
U.S. Persons With Respect to Certain  
Foreign Corporations, must be filed:  
The seller (or U.S. shareholder) must  
attach a copy of Form 8883 to the last  
Form 5471 for the old foreign target.  
The purchaser (or its U.S. shareholder)  
must attach a copy of Form 8883 to the  
first Form 5471 for the new foreign target.  
on which a QSP has occurred.  
Recently purchased target stock is  
any stock in the target corporation that is  
held by the purchasing corporation on the  
acquisition date and was purchased by  
the corporation during the 12-month  
acquisition period. See section 338(h)(1)  
for special rules for stock acquisitions from  
related corporations.  
If an election is made under section  
338 for a qualified purchase of stock of a  
target corporation, the target corporation  
(old target) is deemed to sell its assets to  
a new corporation (new target) at the  
close of the acquisition date. See  
Regulations section 1.338-1 for details.  
There are two types of section 338  
elections. A section 338(g) election is  
made only by the purchasing corporation.  
A section 338(h)(10) election is made  
jointly by both the old target shareholders  
and the purchasing corporation. Form  
8883 must be used to make both types of  
section 338 elections.  
An affiliated group is an affiliated  
group as defined in section 1504(a),  
determined without regard to the  
Supplemental Form 8883  
If the amount allocated to any asset is  
increased or decreased after the year in  
which the sale occurs, any affected party  
must complete Parts I through IV and VI of  
Form 8883 and attach the form to the  
income tax return for the year in which the  
increase or decrease is taken into  
account. See the instructions for Part VI  
and Regulations section 1.338-7 for more  
exceptions contained in section 1504(b).  
A corporation will be treated as a  
target affiliate (as defined in section  
338(h)(6)) of the target corporation if each  
corporation was, at any time during much  
of the consistency period that ends on the  
acquisition date of the target corporation,  
a member of an affiliate group which had  
the same common parent. Except as  
otherwise provided, a target affiliate does  
not include a foreign corporation, a DISC,  
or a corporation to which section 936  
Who Must File  
For elections under sections 338(g) and  
338(h)(10) both the old target and the new  
target must file Form 8883.  
When and How To File  
Generally, attach Form 8883 to the return  
on which the effects of the section 338  
deemed sale and purchase of the target's  
assets are required to be reported.  
If you do not file a correct Form 8883 by  
the due date of your return and you cannot  
show reasonable cause, you may be  
subject to penalties. See sections 6721  
through 6724.  
Old target (S corporation for a section  
338(h)(10) election). For a section  
338(h)(10) election for an S corporation  
target, attach Form 8883 to Form 1120S,  
Class I assets are cash and general  
deposit accounts (including savings and  
checking accounts) other than certificates  
of deposit held in banks, savings and loan  
Oct 26, 2017  
Cat. No. 33706N  
associations, and other depository  
Any covenant not to compete entered  
into in connection with the acquisition of  
an interest in a trade or a business; and  
provide the identifying information of the  
common parent of the consolidated group  
instead of the old or new target. If the old  
Any franchise trademark, or trade name or new target is a controlled foreign  
Class II assets are actively traded  
personal property within the meaning of  
section 1092(d)(1) and Regulations  
(however, see exception below for certain  
corporation (CFC) and does not file a U.S.  
income tax return, identify the U.S.  
shareholder owning the largest interest in  
the CFC (or if the U.S. shareholder is a  
member of a consolidated group, the  
common parent of that group).  
professional sports franchises).  
section 1.1092(d)-1 (determined without  
regard to section 1092(d)(3)). In addition,  
Class II assets include certificates of  
deposit and foreign currency even if they  
are not actively traded personal property.  
Class II assets do not include stock of  
target affiliates, whether or not actively  
traded, other than actively traded stock  
described in section 1504(a)(4). Examples  
of Class II assets include U.S. government  
securities and publicly traded stock.  
The term “section 197 intangible” does  
not include any of the following.  
An interest in a corporation,  
partnership, trust, or estate;  
Interests under certain financial  
Line 2b. Enter the identifying number  
(EIN or SSN) of the other party.  
Interests in land;  
Part III. Target Corporation's  
Identifying Information  
Certain computer software;  
Certain separately acquired interests in  
films, sound recordings, video tapes,  
books, or other similar property;  
Interests under leases of tangible  
Complete Part III if the target identifying  
information is not provided in Part I (that is,  
if Form 8883 is filed by the common parent  
of a consolidated group including the  
target or by the seller, purchaser, or U.S.  
shareholder filing for a foreign target).  
Class III assets are assets that the  
taxpayer marks-to-market at least annually  
for federal income tax purposes and debt  
instruments (including accounts  
Certain separately acquired rights to  
receive tangible property or services;  
Certain separately acquired interests in  
patents or copyrights;  
Line 3b. An EIN is not required if a party  
does not have, and is not otherwise  
required to have, an EIN.  
receivable). However, Class III assets do  
not include (a) debt instruments issued by  
persons related at the beginning of the  
day following the acquisition date to the  
target under section 267(b) or 707; (b)  
contingent debt instruments subject to  
Regulations sections 1.1275-4, and  
1.483-4, or section 988, unless the  
Interests under indebtedness;  
Professional sports franchises acquired  
before October 23, 2004; and  
Certain transactions costs.  
Line 3c. When identifying the country of  
incorporation, include political  
subdivisions, if any.  
See section 197(e) for further information.  
Class VII assets are goodwill and  
going concern value (whether or not the  
goodwill or going concern value qualifies  
as a section 197 intangible).  
Part IV. General Information  
instrument is subject to the noncontingent  
bond method of Regulations section  
1.1275-4(b) or is described in Regulations  
section 1.988-2(b)(2)(i)(B)(2); and (c) debt  
instruments convertible into the stock of  
the issuer or other property.  
Both the old and the new target must  
complete lines 4a through 8g.  
Line 5a. Enter the consideration paid  
(without regard to selling or acquisition  
costs) for the recently purchased target  
stock (defined earlier). Include only  
amounts actually paid to the seller(s) of  
the target stock.  
Specific Instructions  
Part I. Filer's Identifying  
Class IV assets are stock in trade of  
the taxpayer or other property of a kind  
that would properly be included in the  
inventory of the taxpayer if on hand at the  
close of the taxable year, or property held  
by the taxpayer primarily for sale to  
customers in the ordinary course of its  
trade or business.  
Line 5b. New Target: Enter the  
acquisition costs, including any other  
amounts capitalized in the purchasing  
corporation's basis in the recently  
purchased target stock.  
Old Target: Enter the selling costs of  
the selling consolidated group, selling  
affiliates, or S corporation shareholder(s)  
incurred in connection with the QSP that  
reduce the amount realized on the sale of  
recently purchased target stock.  
Line 1a. Enter the name as shown on  
your income tax return.  
Line 1b. Enter the corporation's employer  
identification number (EIN). If the form is  
filed by an individual U.S. shareholder for  
a foreign target, enter the shareholder's  
social security number (SSN).  
Class V assets are all assets other  
than Class I, II, III, IV, VI, and VII assets.  
Line 1c. Indicate by checking the  
applicable box whether you are filing this  
form because you are filing the federal  
income tax return that reflects the tax  
results for the old target of a section 338  
election, or because you are filing the  
federal income tax return that reflects the  
tax results for the new target of a section  
338 election. See When and How To File  
for a discussion of who files the tax returns  
reporting the section 338 results for the  
old target and new target, respectively.  
Note. Furniture and fixtures, buildings,  
land, vehicles, and equipment, which  
constitute all or part of a trade or business  
as defined in Regulations section  
1.1060-1(b)(2) are generally Class V  
Line 5c. Enter the target's liabilities as of  
the beginning of the day after the  
acquisition date. The old target's liabilities  
also are measured as of the beginning of  
the day after the acquisition date.  
However, see Regulations section  
1.338-1(d) regarding certain transactions  
on the acquisition date. These liabilities  
may include tax consequences resulting  
from the deemed sale.  
Class VI assets are all section 197  
intangibles (as defined in section 197)  
except goodwill and going concern value.  
Section 197 intangibles include:  
Workforce in place;  
Part II. Other Party's Identifying  
Business books and records, operating  
systems, or any other information base,  
process, design, pattern, know-how,  
formula, or similar item;  
Line 5d. New Target: Enter the adjusted  
grossed-up basis (AGUB). This is the  
amount for which the new target is  
deemed to have purchased all of its  
assets from the old target. AGUB is the  
sum of:  
Identify the taxpayer that files the U.S.  
income tax return, if any, reflecting the tax  
results under section 338 for the other  
party to the transaction. If the tax results of  
the transaction are reported on a  
Any customer-based intangible;  
Any supplier-based intangible;  
Any license, permit, or other right  
granted by a government unit;  
consolidated return for the other party,  
The grossed-up basis in the purchasing  
corporation's recently purchased target  
subject to any applicable limits under the  
Internal Revenue Code or general  
principles of tax law.  
any remaining consideration to each of the  
following classes (Class II, III, etc.). The  
number of classes may vary depending on  
the year of the acquisition. Increase the  
amounts previously allocated to the assets  
in each class in proportion to their fair  
market values on the purchase date. Do  
not allocate to any asset in excess of fair  
market value.  
If an asset has been disposed of,  
depreciated, amortized, or depleted by the  
new target before the increase occurs, any  
amount allocated to that asset by the new  
target must be properly taken into account  
under principles of tax law applicable  
when part of the cost of an asset (not  
previously reflected in its basis) is paid  
after the asset has been disposed of,  
depreciated, amortized, or depleted.  
The purchasing corporation's basis in  
nonrecently purchased target stock, and  
The liabilities of the new target  
(reported on line 5c).  
Allocate consideration in Part V as  
1. Reduce the consideration by the  
amount of Class I assets.  
See Regulations section 1.338-5 for  
2. Allocate the remaining  
additional information.  
consideration to Class II assets, then to  
Classes III, IV, V, and VI assets in that  
order. For each class, allocate the  
remaining consideration to the class  
assets in proportion to their FMVs on the  
acquisition date (as discussed in the  
previous paragraph).  
Old Target: Enter the aggregate  
deemed sales price (ADSP). This is the  
amount for which the old target is deemed  
to have sold all of its assets in the deemed  
asset sale. ADSP is the sum of:  
The grossed-up amount realized on the  
sale to the purchasing corporation of the  
purchasing corporation's recently  
3. Allocate consideration to Class VII  
purchased target stock, and  
The liabilities of the old target (reported  
on line 5c). Compute ADSP as follows.  
If an asset can be included in more  
than one class, choose the lower  
numbered class (for example, if an asset  
could be included in Class III or IV, choose  
Class III).  
Decreases. Allocate a decrease in  
consideration as follows.  
1. Enter the amount from line 5a (stock  
1. Reduce the amount previously  
allocated to Class VII assets.  
2. Divide the amount on line 1 by the  
Line 9. For a particular class of assets,  
enter the total FMV of all the assets in the  
class and the total allocation of the  
amount on line 5d, (ADSP or AGUB,  
whichever applies) to the class. For  
Classes VI and VII, enter the total FMV of  
Classes VI and VII combined, and the total  
allocation of the amount on line 5d (ADSP  
or AGUB, whichever applies) to Classes  
VI and VII combined.  
2. Reduce the amount previously  
allocated to Class VI assets, then to  
Classes V, IV, III, and II assets in that  
order. Within each class, allocate the  
decrease among the class assets in  
proportion to their FMVs on the acquisition  
date (as discussed under Increases  
percentage of target stock (by value,  
determined on the acquisition date)  
attributable to that recently purchased  
target stock  
3. Enter the amount from line 5b (selling  
4. Grossed-up amount realized on  
the sale. Subtract line 3  
from line 2  
You cannot decrease the amount  
allocated to an asset below zero. If an  
asset has a basis of zero at the time the  
decrease is taken into account because it  
has been disposed of, depreciated,  
amortized, or depleted by the new target,  
the decrease in consideration allocable to  
such asset must be properly taken into  
account under the principles of tax law  
applicable when the cost of an asset  
(previously reflected in basis) is reduced  
after the asset has been disposed of,  
depreciated, amortized, or depleted. An  
asset is considered to have been  
5. Enter the amount from line 5c (target  
6. ADSP. Add line 5 to line 4. Enter here  
and on line 5d  
Part VI. Supplemental  
Statement of Assets  
For more information see Regulations  
section 1.338-4.  
Complete Parts I through IV and Part VI  
and file a new Form 8883 for each year  
that an increase or decrease in AGUB or  
ADSP occurs. If an increase or decrease  
in the amount to be allocated occurs after  
the purchase date, the increase or  
Part V. Original Statement of  
Assets Transferred  
Allocation of consideration. An  
decrease must be allocated among the  
assets. The reallocation is made in the  
taxable year in which the increase or  
decrease occurs. Give the reason(s) for  
the increase or decrease in allocation.  
Also enter the tax year(s) and the form  
number of the income tax return with  
which the original Form 8883 and any  
supplemental Forms 8883 were filed. For  
example, enter “2017 Form 1120.”  
allocation of ADSP must be made to  
determine the old target's gain or loss on  
the deemed transfer of each asset, and an  
allocation of AGUB must be made to  
determine the new target's basis in each  
acquired asset. Use the residual method  
for making the allocation. The amount  
allocated to an asset, other than a Class  
VII asset, cannot exceed its fair market  
value (FMV) on the acquisition date. For  
purposes of this allocation, FMV is the  
gross fair market value not reduced by  
mortgages, liens, pledges, or other debt.  
The amount allocated to an asset also is  
disposed of to the extent the decrease  
allocated to it would reduce its basis  
below zero.  
Transitional rules for patents, copy-  
rights, and similar property. For  
transactions occurring before January 6,  
2000, the regulations applied special rules  
to the allocation to particular intangible  
assets of increases or decreases in  
consideration. See the regulations in  
effect prior to that time.  
Increases. Allocate an increase in  
consideration by first allocating the  
increase in consideration to Class I and  
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as required by section 6103.  
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.  
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 send us comments through IRS.gov/FormComments. Or write to the Internal Revenue Service, Tax  
Forms and Publications Division, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Do not send Form 8883 to this  
address. Instead, see When and How To File, earlier.