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Department of the Treasury
Internal Revenue Service
Instructions for Form 8023

(Rev. November 2021)

(Use with the November 2016 revision of Form 8023)
Elections Under Section 338 for Corporations Making Qualified Stock Purchases

Section references are to the Internal Revenue When and Where To File Definitions
Code unless otherwise noted.
File Form 8023 by the 15th day of the 9th Qualified stock purchase (QSP). A
month after the acquisition date to make a QSP is the purchase of at least 80% of the
Future Developments section 338 election for the target total voting power and value of the stock
For the latest information about corporation. In the case of a foreign of a corporation by another corporation
developments related to Form 8023 and purchasing corporation, see Special during a 12-month acquisition period.
its instructions, such as legislation Instructions for Foreign Purchasing Preferred stock (as described in section
enacted after they were published, go to Corporation, later. File Form 8023 with the 1504(a)(4)) is not included in computing
IRS.gov/Form8023. Internal Revenue Service, Submission voting power or value. See section 338(h)
Processing Center, P.O. Box 9941, Mail (3) for the definition of “purchase.”
Stop 4916, Ogden, UT 84409.
General Instructions Acquisition date. This is the first day on
Elections for Multiple Targets which a QSP has occurred.
Purpose of Form 12-month acquisition period. This is
Use Form 8023 to make elections under One Form 8023 (rather than multiple
section 338 for a corporation (the “target” forms) may be used for targets that meet generally the 12-month period beginning
corporation) if the purchasing corporation the following three requirements. with the first acquisition by purchase of
stock included in the QSP. See section
has made a qualified stock purchase 1. Each has the same acquisition 338(h)(1) for additional rules. Also see
(QSP) of the target corporation. date. Regulations section 1.338-8(j)(2).
2. Each was a member of the same
If a section 338(g) election is made for affiliated group (defined below) Affiliated group. This is an affiliated
the target, the target is treated for immediately before the acquisition date. group as defined in section 1504(a),
purposes of subtitle A of the Code as determined without regard to the
having sold all of its assets on the 3. Each is a member of the same exceptions contained in section 1504(b).
acquisition date and then as having affiliated group immediately after the
purchased the assets as a new acquisition date.
corporation (“new” target) on the day after Specific Instructions
the acquisition date. For periods on or All of the information that would be Employer identification number. An
before the acquisition date, the target is required for the additional targets if a employer identification number (EIN) must
sometimes referred to as the “old” target. separate Form 8023 were filed must be be included for each corporation identified
In addition, the target must recognize gain provided for that target in schedules in Section A-1, A-2, B, or C or on attached
or loss on the deemed sale of its assets. attached to the form. If a form is used to schedules. An EIN is not required if the
make an election under section 338 for corporation does not have, and is not
If a section 338(h)(10) election is made more than one target, check the box on otherwise required to have, an EIN.
for the target, the target is generally line 9. In an attached schedule, provide
treated as making the deemed sale and the information requested in Sections A-1, Tax year ending. The tax year ending
liquidating. The treatment of the target A-2, B, C, and D for each target date of any corporation is determined
shareholders is generally consistent with corporation other than the one shown in without regard to any QSP.
the sale and liquidation treatment. A Section B of the form. In the schedule, Country of incorporation. When
section 338(h)(10) election cannot be also state which elections are made for identifying the country of incorporation,
made for a target corporation unless it is each target (that is information include political subdivisions, if any.
acquired from a selling consolidated corresponding to lines 6, 7, 8, and 9 of
group, a selling affiliate (as defined in Section E). Include the appropriate
Regulations section 1.338(h)(10)-1(b)(3)), signature or signature attachment for each Section A-1—Purchasing
or an S corporation shareholder (or target. See Signature(s), later. Corporation
shareholders). If more than one member of an affiliated
Who Must File One special instruction applies to group purchases stock of the target
section 338 elections for lower-tiered corporation listed in Section B (or
Generally, a purchasing corporation must targets, whether one or more Forms 8023 identified on an attached schedule), enter
file Form 8023 for the target. If a section are filed to make the elections. If, for in Section A-1 the name of the corporation
338(h)(10) election is made for a target, example, P purchases target A, target A that acquired the largest percentage (by
Form 8023 must be filed jointly by the owns target B, and P makes a section 338 value) of the target's stock in the QSP. If
purchasing corporation and the common election for target A, this results in a two or more affiliates acquired equal
parent of the selling consolidated group deemed QSP of target B. To make an amounts of target stock, insert the name of
(or the selling affiliate or an S corporation election for target B, complete and sign any one of them in Section A-1. On an
shareholder(s)). If the target is an S Form 8023 as if the purchasing attached schedule, provide the
corporation, a section 338(h)(10) election corporation(s) of the directly purchased information requested on this form for
must be made by all of the shareholders of target were the purchasing corporation(s) each purchasing corporation other than
the target, including shareholders who do of the lower-tiered target. the one listed in Section A-1. Also provide
not sell target stock in the QSP.

Nov 10, 2021 Cat. No. 24987I

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a schedule that lists which target stock purchasing group member holding Who must file. Generally, the purchasing
was acquired by each purchasing nonrecently purchased stock. The corporation must file Form 8023.
corporation. schedule must also contain the following However, the U.S. shareholders of
declaration (or a substantially similar controlled foreign purchasing corporations
Section A-2—Common declaration): “EACH CORPORATION described in Regulations section
HOLDING STOCK SUBJECT TO THIS 1.338-2(e)(3) may make the section 338
Parent of the Purchasing GAIN RECOGNITION ELECTION election for the purchasing corporation.
Corporation AGREES TO REPORT ANY GAIN The shareholders may make this election
If the purchasing corporation is a member UNDER THE GAIN RECOGNITION only if the purchasing corporation is not
of a consolidated group, complete ELECTION IN ITS FEDERAL INCOME required under Regulations section
Section A-2. TAX RETURN (INCLUDING AN 1.6012-2(g) to file a U.S. income tax return
AMENDED RETURN, IF NECESSARY) for the tax year that includes the
Section C—Common FOR THE TAX YEAR IN WHICH THE acquisition date.
ACQUISITION DATE OF THE TARGET
Parent of Selling OCCURS.” Each U.S. shareholder must also
attach Form 8023 to the Form 5471,
Consolidated Group, The schedule must be signed on behalf Information Return of U.S. Persons With
Selling Affiliate, S of each purchasing group member holding Respect to Certain Foreign Corporations,
nonrecently purchased target stock by a filed for the purchasing corporation for the
Corporation Shareholder, person who states under penalties of tax year that includes the acquisition date.
or U.S. Shareholder perjury that he or she is authorized to act
If Form 8023 is filed to make a section on behalf of the corporation. To make this election, complete Form
8023 and attach a statement to the form
338(h)(10) election for a target that is an S A gain recognition election for the showing the name, address, identifying
corporation, the information requested in target also applies to any target affiliate number, country in which organized, and
Section C must be provided for each that has the same acquisition date as the stock interest of each U.S. shareholder.
shareholder of the S corporation target. target and for which a section 338 election The statement must be signed by each
Attach a schedule with respect to the other is made. Attach a schedule with the U.S. shareholder. When signing the
shareholders. If Form 8023 is filed to make information requested above for each statement, each U.S. shareholder must
a section 338 election for a target that is or such target affiliate. state under penalties of perjury that the
was a controlled foreign corporation
(CFC), enter in Section C the name of the stock interest for that shareholder
U.S. shareholder that owned the largest Signature(s) specified in the statement is correct. Write
percentage (by value) of the target's stock If the common parent of a consolidated “See attached” in the signature area of
immediately before the acquisition date. If group is the agent of the purchasing Form 8023.
two or more U.S. shareholders acquired corporation under Regulations section As an alternative to a jointly signed
equal amounts of target stock, enter the 1.1502-77, the person authorized to sign statement, the shareholder signatures
name of any one of them in Section C. On the statement of section 338 election is may be shown on separate statements
an attached schedule, provide the the person authorized to act on behalf of attached to Form 8023. If a U.S.
information requested on this form for that common parent. shareholder is not an individual or does
not have delegated authority to sign the
each U.S. shareholder other than the one If a QSP of a target corporation is made statement, the person signing must state
listed in Section C. If a U.S. shareholder is by two or more corporations that are under penalties of perjury that he or she is
a member of a consolidated group other members of the same affiliated (but not authorized to sign the statement for the
than the common parent, also provide the consolidated) group, Form 8023 must be U.S. shareholder. File Form 8023 for the
name and EIN for the common parent of signed by a person authorized to sign on foreign purchasing corporation's tax year
the U.S. shareholder's group. behalf of each corporation. that includes the acquisition date.
Line 4b. Identifying number. Enter the
social security number (SSN) for an If a section 338(h)(10) election is made Form 8883. Each U.S. shareholder must
individual. Enter the EIN for a corporation. for an S corporation, Form 8023 must be also file Form 8883, Asset Allocation
signed by each S corporation shareholder Statement Under Section 338, with Form
regardless of whether the shareholder 5471. See the Instructions for Form 8883.
Section E—Elections sells his interest in target stock in the QSP.
Under Section 338 When to file. Special rules may apply to
If multiple signatures are required, the foreign purchasing corporations. The time
Line 8. Gain recognition election. If a signatures must be provided on a during which a qualifying foreign
gain recognition election is made for a “SIGNATURE ATTACHMENT” to the form purchasing corporation may make a
target, it applies to the purchasing under the appropriate “declaration under section 338 election for a qualifying
corporation and all members of its penalties of perjury” (this is the statement foreign target is described in Regulations
affiliated group that hold nonrecently that appears on Form 8023 immediately section 1.338-2(e)(1).
purchased target stock (that is, stock in above the relevant signature line). Write
the target acquired prior to the 12-month “See attached” in the signature area of the Special Instructions for Foreign
acquisition period). See Regulations Form 8023. Targets
section 1.338-5(d). If a section 338(h)(10) Unless otherwise specifically noted, the
election is made for a target, a gain general rules and requirements in these
recognition election is deemed made by Special Instructions for instructions apply to foreign targets.
each purchasing group member.
Foreign Purchasing
If a gain recognition election is actually A section 338 election will not be valid
made (not deemed made) for a target Corporations for a target that is a CFC, a passive
corporation, attach a schedule providing Unless otherwise specifically noted, the foreign investment company, or a foreign
the target corporation's name and the general rules and requirements in these personal holding company unless affected
name, address, and EIN of each instructions apply to foreign purchasing U.S. persons who own stock in these
corporations.

-2- Instructions for Form 8023 (Rev. 11-2021)

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targets are notified in writing, as set forth United States. You are required to give us business taxpayers filing this form is
in Regulations section 1.338-2(e)(4). the information. We need it to ensure that approved under OMB control number
you are complying with these laws and to 1545-0123 and is included in the
Form 8883. Each U.S. shareholder must
allow us to figure and collect the right estimates shown in the instructions for
also file Form 8883 with Form 5471. See
amount of tax. their business income tax return.
the Instructions for Form 8883.
Attachments. Attach a schedule listing You are not required to provide the If you have comments concerning the
the date of each purchase of foreign target information requested on a form that is accuracy of these time estimates or
stock, each purchaser's name, the subject to the Paperwork Reduction Act suggestions for making this form simpler,
percentage purchased by each purchaser, unless the form displays a valid OMB we would be happy to hear from you. You
and the name and place of incorporation control number. Books or records relating can send us comments from IRS.gov/
of any selling entities. If affected U.S. to a form or its instructions must be FormComments. Or write to the Internal
persons owning stock in the target are retained as long as their contents may Revenue Service, Tax Forms and
notified, attach a schedule containing the become material in the administration of Publications Division, 1111 Constitution
name and EIN or SSN of each U.S. any Internal Revenue law. Generally, tax Ave. NW, IR-6526, Washington, DC
person. returns and return information are 20224. Do not send Form 8023 to this
confidential, as required by section 6103. address. Instead, see When and Where
Paperwork Reduction Act Notice. We The time needed to complete and file To File, earlier.
ask for the information on this form to carry this form will vary depending on individual
out the Internal Revenue laws of the circumstances. The estimated burden for

Instructions for Form 8023 (Rev. 11-2021) -3-

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