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Page 1 of 3 Instructions for Form 8883 19:28 - 11-FEB-2009
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Department of the Treasury
Internal Revenue Service
Instructions for Form 8883
(Rev. December 2008)
Asset Allocation Statement Under Section 338
Section references are to the Internal its final consolidated return ending on the the acquisition date, file a separate Form
Revenue Code unless otherwise noted. acquisition date. If the old target is a 8883 for each target corporation.
member (not the parent) of a sellinggroup that will file a consolidated return Definitions
General Instructions
and is making a section 338(h)(10) A qualified stock purchase (QSP) is the
What’s New election, attach the form to the sellinggroup’s consolidated return for its tax year purchase of stock of at least 80% of thetotal voting power and value of the stock
Final Regulations under section 338 including the acquisition date. of a corporation by another corporation
provide details on the effect of the section during a 12-month period.
338 election on insurance company However, if an election under section A 12-month acquisition period is the
targets. See Regulations sections 338(g) is made for the target, attach the 12-month period beginning with the first
1.338-1(b)(2)(vii) and 1.338-11. form to the old target’s deemed sale acquisition by purchase of stock included
return; not to the selling group’s in the QSP.
PurposeUseStatementForm 8883,UnderofAssetSectionFormAllocation338, to report consolidatedsectiondetails.1.338-10(a)(2)return. SeethroughRegulations(4) for onThewhichacquisitiona QSP hasdateoccurred. is the first date
informationunderCorporationsthe8023,informationPurchases.deemedElectionssectionaboutpreviouslysaleMaking338.UnderoftransactionsThiscorporateQualifiedreportedSectionincludesassetsinvolvingStock338on Formfor consolidatedNewisafterafterconsolidatedfirsta memberreturnthethetarget.acquisitionacquisitionofofthereturnreturn,Attachanewgroupthatdate.date,attachFormtarget.filingincludesthe8883theIf,anewformontothetargetthethetodaydaythe heldacquisitiontheacquisitionforfromanyRecentlyspecialcorporationstockbyrelatedtheinrulesdateperiod.purchasingthecorporations.purchasedduringtargetandforSeestockwasthecorporationcorporationsectiontargetpurchasedacquisitions12-month338(h)(1)stockthatonby istheis
target338separately(oldaaninformationalsorelevant8023newIfAlthoughelectiontarget)forfileanevencorporation,corporationaelectionFormtoqualifiedontheifisunderrequiredyouyoudeemed8883Formelection.isusedosection(newpurchasemadetheto8883.nottoFormsupplytotargetbeTimelytarget)haveundersell338,supplied8023ofitscorporationinformationallyoustockatfilesectionassetsthetotheFormmustmakeoftoaFormattachfirst••mustelectionwhichU.S.ForeignForeignTheTheFormPersonsattach5471FormasellerpurchaserCorporations,iscopytarget.5471madefor5471,a(orWithofcopytheforU.S.FormforIf(orInformationoldtheRespectaofaitssectionshareholder)foreignFormforeignmust8883newU.S.foreignbeto8883toshareholder)338(g)targettarget.CertainReturnthefiled:tolastmusttarget.fortheofacquisitiona338(h)(6))oftargetcorporationdeterminedexceptionsgroupmembertheAAncorporationconsistencyasaffiliatedaffiliatedefinedofofdatecontainedwas,withoutthean (asofgroupaffiliatetargetwillatinperiodthedefinedanyregardsectionbeintarget corporationistreatedtimegroupsectionthatantoin1504(a),affiliatedduringcorporation,thesectionendswhichas1504(b).aifonmucheachhadthe
close of the acquisition date. See Supplemental Form 8883 the same common parent. Except as
Regulations section 1.338-1 for details. If the amount allocated to any asset is otherwise provided, a target affiliate doesnot include a foreign corporation, a DISC,
There are two types of section 338 increased or decreased after the year in or a corporation to which section 936
elections. A section 338(g) election is which the sale occurs, any affected party applies.
made only by the purchasing corporation. must complete Parts I through IV and VI
A section 338(h)(10) election is made of Form 8883 and attach the form to the Class I assets are cash and general
jointly by both the old target shareholders income tax return for the year in which the deposit accounts (including savings and
and the purchasing corporation. Form increase or decrease is taken into checking accounts) other than certificates
8883 must be used to make both types of account. See the instructions for Part VI of deposit held in banks, savings and loan
section 338 elections. and Regulations section 1.338-7 for more associations, and other depository
information. institutions.
Who Must File Class II assets are actively traded
For elections under sections 338(g) and Penalties personal property within the meaning of
338(h)(10) both the old target and the If you do not file a correct Form 8883 by section 1092(d)(1) and Regulations
new target must file Form 8883. the due date of your return and you section 1.1092(d)-1 (determined without
When and How To File becannotsubjectshowtoreasonablepenalties. Seecause,sectionsyou may regardClass IItoassetssectioninclude1092(d)(3)).certificatesIn addition,of
Generally, attach Form 8883 to the return 6721 through 6724. deposit and foreign currency even if they
on which the effects of the section 338 are not actively traded personal property.
deemed sale and purchase of the target’s Elections for Multiple Targets Class II assets do not include stock of
assets are required to be reported. Under Section 338 target affiliates, whether or not actively
Old target (S corporation for a section Although one Form 8023 (rather than traded, other than actively traded stock
338(h)(10) election). For a section multiple Forms 8023) may be used for described in section 1504(a)(4).
338(h)(10) election for an S corporation targets that Examples of Class II assets include U.S.
target, attach Form 8883 to Form 1120S, • each have the same acquisition date government securities and publicly traded
U.S. Income Tax Return for an S • were members of the same affiliated stock.
Corporation. group immediately before the acquisition Class III assets are assets that the
Old target (consolidated return). If the date (defined below), and taxpayer marks-to-market at least
old target is the common parent of a • are members of the same affiliated annually for federal income tax purposes
consolidated group, attach Form 8883 to group (defined below) immediately after and debt instruments (including accounts
Cat. No. 33706N