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The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.
are filed to make the elections. If, for example, P requested on this form for each purchasing corporation
purchases target A, target A owns target B, and P makes other than the one listed in Section A-1. Also provide a
a section 338 election for target A, this results in a schedule that lists which target stock was acquired by
deemed QSP of target B. To make an election for target B, each purchasing corporation.
complete and sign Form 8023 as if the purchasing
corporation(s) of the directly purchased target were the Section A-2—Common Parent of the
purchasing corporation(s) of the lower-tiered target. Purchasing Corporation
If the purchasing corporation is a member of a
Definitions consolidated group, complete Section A-2.
Qualified stock purchase (QSP). A QSP is the
Section C—Common Parent of Selling
purchase of at least 80% of the total voting power and
value of the stock of a corporation by another corporation Consolidated Group, Selling Affiliate,
during a 12-month acquisition period. Preferred stock (as
S Corporation Shareholder, or U.S.
described in section 1504(a)(4)) is not included in
computing voting power or value. See section 338(h)(3) Shareholder
for the definition of “purchase.” If Form 8023 is filed to make a section 338(h)(10) election
Acquisition date. This is the first day on which a QSP for a target that is an S corporation, the information
has occurred. requested in Section C must be provided for each
shareholder of the S corporation target. Attach a schedule
12-month acquisition period. This is generally the with respect to the other shareholders. If Form 8023 is
12-month period beginning with the first acquisition by filed to make a section 338 election for a target that is or
purchase of stock included in the QSP. See section 338(h) was a controlled foreign corporation (CFC), enter in
(1) for additional rules. Also see Regulations section Section C the name of the U.S. shareholder that owned
1.338-8(j)(2). the largest percentage (by value) of the target's stock
Affiliated group. This is an affiliated group as defined in immediately before the acquisition date. If two or more
section 1504(a), determined without regard to the U.S. shareholders acquired equal amounts of target stock,
exceptions contained in section 1504(b). enter the name of any one of them in Section C. On an
attached schedule, provide the information requested on
this form for each U.S. shareholder other than the one
Specific Instructions listed in Section C. If a U.S. shareholder is a member of a
Employer identification number (EIN). An EIN must be consolidated group other than the common parent, also
included for each corporation identified in Section A-1, provide the name and EIN for the common parent of the
A-2, B, or C or on attached schedules. An EIN is not U.S. shareholder's group.
required if the corporation does not have, and is not Line 4b. Identifying numbers. Enter the SSN for an
otherwise required to have, an EIN. individual. Enter the EIN for a corporation.
Tax year ending. The tax year ending date of any
Section E—Elections Under Section
corporation is determined without regard to any QSP.
338
Country of incorporation. When identifying the country
of incorporation, include political subdivisions, if any. Line 8. Gain recognition election. If a gain recognition
election is made for a target, it applies to the purchasing
Foreign Entity corporation and all members of its affiliated group that
If the purchasing corporation is a foreign entity, check the hold nonrecently purchased target stock (that is, stock in
box in Section A-1. the target acquired prior to the 12-month acquisition
period). See Regulations section 1.338-5(d). If a section
If the common parent of the purchasing corporation is a 338(h)(10) election is made for a target, a gain recognition
foreign entity, check the box in Section A-2. election is deemed made by each purchasing group
If the target corporation is a foreign entity, check the member.
box in Section B. If a gain recognition election is actually made (not
If the common parent of the selling consolidated group, deemed made) for a target corporation, attach a schedule
selling affiliate, S corporation shareholder, or U.S providing the target corporation's name and the name,
shareholder is a foreign entity, check the box in Section C. address, and EIN of each purchasing group member
holding nonrecently purchased stock. The schedule must
Section A-1—Purchasing Corporation also contain the following declaration (or a substantially
If more than one member of an affiliated group purchases similar declaration): “EACH CORPORATION HOLDING
stock of the target corporation listed in Section B (or STOCK SUBJECT TO THIS GAIN RECOGNITION
identified on an attached schedule), enter in Section A-1 ELECTION AGREES TO REPORT ANY GAIN UNDER
the name of the corporation that acquired the largest THE GAIN RECOGNITION ELECTION IN ITS FEDERAL
percentage (by value) of the target's stock in the QSP. If INCOME TAX RETURN (INCLUDING AN AMENDED
two or more affiliates acquired equal amounts of target RETURN, IF NECESSARY) FOR THE TAX YEAR IN
stock, insert the name of any one of them in Section A-1. WHICH THE ACQUISITION DATE OF THE TARGET
On an attached schedule, provide the information OCCURS.”
-2- Instructions for Form 8023 (Rev. 10-2023)
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