Fillable Form 8023

What is Form 8023?

Form 8023, Elections Under Section 338 for Corporations Making Qualifying Stock Purchases, is an Internal Revenue Service (IRS) form used by purchasing corporations to make elections under section 338 for the target corporation if they made a qualified stock purchase (QSP) of the target corporation.

If a section 338(g) election is made for the target, then the target is treated for purposes of subtitle A of the code as having sold all of its assets on the acquisition date, and then as having purchased the assets as a new corporation on the day after the acquisition date. For periods on or before the acquisition date, the target may sometimes be referred to as the “old” target. This target must recognize any gains or losses on the deemed sale of its assets.

If a section 338(h)(10) election is made for the target, the target is generally treated as making the deemed sale and liquidating. The treatment of the target shareholders should generally be consistent with the sale and liquidation treatment. A section 338(h)(10) election cannot be made for a target corporation unless it is acquired from a selling consolidated group, a selling affiliate (as defined in Regulations section 1.338(h)(10)-1(b)(3)), or an S corporation shareholder (or shareholders).

Who needs to use Form 8023?

IRS Form 8023 is filed by purchasing corporations to report their acquisition of the target. If a section 338(h)(10) election is made for a target, Form 8023 must be filed jointly by the purchasing corporation and the common parent of the selling consolidated group (or the selling affiliate or an S corporation shareholder(s)). If the target is an S corporation, a section 338(h)(10) election must be made by all of the shareholders of the target, including shareholders who do not sell target stock in the QSP.

The 8023 form must be filed by the 15th day of the 9th month after the acquisition date of the target.

How to fill out Form 8023?

The IRS 8023 form is a very simple form to fill out. Make sure to download it in PDF format to ensure that its format and all information entered remain intact regardless of how it is opened or submitted. It may also be beneficial to have the relevant documents prepared to make sure that all information entered is updated and correct.

If more information on the form is needed, you may consult the instructions for Form 8023 on the IRS website.

Section A-1 - Purchasing Corporation

Line 1a - Name and Address of the Purchasing Corporation

Enter the name and address information of the purchasing corporation.

Line 1b - Employer Identification Number

Enter the Employer Identification Number (EIN) of the purchasing corporation.

Line 1c - Tax Year Ending

Enter the end date of the tax year of the purchasing corporation that this form is being filed in or for.

Line 1d - State or Country of Incorporation

Enter the state or country that the purchasing corporation was incorporated in.

Section A-2 - Common Parent of the Purchasing Corporation

Line 2a - Name and Address of Common Parent of Purchasing Corporation.

Enter the name and address information of the purchasing corporation’s common parent.

Line 2b - EIN

Enter the EIN of the purchasing corporation’s common parent.

Line 2c - Tax Year Ending

Enter the end date of the tax year of the purchasing corporation’s common parent that this form is being filed in or for.

Line 2d - State or Country of Incorporation

Enter the state or country that the purchasing corporation’s common parent was incorporated in.

Section B - Target Corporation

Line 3a - Name and Address of Target Corporation

Enter the name and address information of the target corporation.

Line 3b - EIN

Enter the EIN of the target corporation.

Line 3c - Tax Year Ending

Enter the end date of the tax year of the target corporation that this form is being filed in or for.

Line 3d - State or Country of Incorporation

Enter the state or country that the target corporation was incorporated in.

Section C - Common Parent of Selling Consolidated Group, Selling Affiliate, S Corporation Shareholder, or U.S. Shareholder

Complete this section only for a section 338(h)(10) election or if the target was a member of a consolidated group or a controlled foreign corporation (CFC), or had been a CFC within the preceding five years.

Line 4a - Name and Address of Common Parent of the Selling Consolidated Group, Selling Affiliate, U.S. Shareholder(s) of Foreign Target Corporation, or S Corporation Shareholder(s)

Enter the name and address information of the common parent of the concerned selling consolidated group, selling affiliate, US shareholder(s) of the foreign target corporation, or S corporation shareholder(s).

Line 4b - Identifying Number(s)

Enter the identifying numbers assigned to each concerned entity.

Line 4c - Tax Year Ending

Enter the end date of the tax year of the entity that this form is being filed in or for.

Section D - General Information

Line 5a - Acquisition Date

Enter the acquisition date of the target corporation.

Line 5b - Percentage of Target Corporation Stock Purchased

Line 5b(i)

Enter the percentage of target corporation stock purchased during the 12-month acquisition period.

Line 5b(ii)

Enter the percentage of target corporation stock purchased on the acquisition date itself.

Section E - Elections Under Section 338

Line 6

Check the box provided if you are making a section 338(h)(10) election for the target corporation listed in Section B on page 1

Line 7

Check the box provided if you are making a section 338 election (other than a section 338(h)(10) election) for the target corporation listed in Section B on page 1

Line 8

If the box on Line 7 is checked, check the box provided to make a gain recognition election for that corporation.

Line 9

Check the box provided if this form is filed to make a section 338 election for any target corporation in addition to the one listed in Section B on page 1

Purchasing Corporation(s) SIgnature(s)

Have the representative of the purchasing corporation(s) sign the form in the space provided, then enter the date that the form was signed.

Title

Enter the title of the representative of the purchasing corporation(s).

Consolidated Selling Group or Selling Affiliate Signature (Section 338(h)(10) Election)

Have the representative of the common parent or selling affiliate sign the form in the space provided, then enter the date that the form was signed.

Title

Enter the title of the representative of the common parent or selling affiliate.

S Corporation Shareholder(s) Signature(s) (Section 338(h)(10) Election)

Have the S Corporation Shareholder(s) sign the form in the space provided. You may use an extra sheet of paper as needed. Then enter the date that the form was signed.

Title

Enter the title(s) associated with the S corporation shareholder(s).

Tips when filling out Form 8023

While the 8023 form is very simple to fill out, it is important to make sure that all information entered is accurate and complete, so it may be beneficial to double-check the form after it has been accomplished.

Make sure all information entered is correct, and that the form is submitted to the appropriate place on time. This will help avoid any legal consequences for submitting the wrong information to the IRS and ensure that filing the form goes smoothly.

Practice good contract management. Make sure to keep a copy of the form in a safe and organized area, or even copy it again in order to be doubly sure that you have a backup in case the original is damaged in some way. This will be useful for possible legal purposes in the future, or even simply as a record.