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Department of the Treasury
Internal Revenue Service
Instructions for Form 8886

(Rev. October 2022)
Reportable Transaction Disclosure Statement

Section references are to the Internal Revenue Definitions during the course of a transaction is not
Code unless otherwise noted. required to file Form 8886 for any
Transaction transaction other than a listed
Future Developments A transaction includes all of the factual transaction (as defined below) or a
For the latest information about elements relevant to the expected tax transaction of interest (as defined later).
developments related to Form 8886 and treatment of any investment, entity,
its instructions, such as legislation plan, or arrangement and it includes any Participation in a
enacted after they were published, go to series of steps carried out as part of a Reportable Transaction
IRS.gov/Form8886. plan. A reportable transaction is a transaction
Substantially Similar described in one or more of the
General Instructions A transaction is substantially similar to following categories.
Which form and instructions to use. another transaction if it is expected to Listed Transactions
Use the latest Form 8886 with the latest obtain the same or similar types of tax A listed transaction is a transaction that
Instructions for Form 8886 available on consequences and is either factually is the same as or substantially similar to
IRS.gov. similar or based on the same or similar one of the types of transactions that the
tax strategy. Receipt of an opinion IRS has determined to be a tax
Purpose of Form regarding the tax consequences of the avoidance transaction. These
transaction is not relevant to the transactions are identified by notice,
Use Form 8886 to disclose information determination of whether the transaction regulation, or other form of published
for each reportable transaction in which is the same as or substantially similar to guidance as a listed transaction. For
you participated. See Participation in a another transaction. Further, the term existing guidance, see Notice 2009-59,
Reportable Transaction, later, to “substantially similar” must be broadly 2009-31 I.R.B. 170, available at
determine if you participated in a construed in favor of disclosure. See IRS.gov/pub/irs-irbs/irb09-31.pdf. For
reportable transaction. For more Regulations section 1.6011-4(c)(4) for updates to this list, go to the IRS web
information on the disclosure rules, see examples. page at IRS.gov/Businesses/
Regulations section 1.6011-4.
Tax Benefit Corporations/Abusive-Tax-Shelters-
Generally, you must file a separate and-Transactions. The listed
Form 8886 for each reportable A tax benefit includes deductions,
transaction. However, you may report exclusions from gross income, transactions will also be periodically
more than one transaction on one form nonrecognition of gain, tax credits, updated in future issues of the Internal
if the transactions are the same or adjustments (or the absence of Revenue Bulletin. You can find a notice
substantially similar. See the definition adjustments) to the basis of property, or ruling in the Internal Revenue Bulletin
of substantially similar below. status as an entity exempt from federal at IRS.gov/pub/irs-irbs/irbXX-YY.pdf,
income taxation, and any other tax where XX is the two-digit year and YY is
The fact that a transaction must be consequences that may reduce a the two-digit bulletin number. For
reported on this form does not mean the taxpayer's federal tax liability by example, you can find Notice 2009-59,
tax benefits from the transaction will be affecting the amount, timing, character, 2009-31 I.R.B. 170, at IRS.gov/pub/irs-
disallowed. or source of any item of income, gain, irbs/irb09-31.pdf.
Prohibited tax shelter transactions. expense, loss, or credit. You have participated in a listed
transaction if any of the following
Generally, the term "prohibited tax Tax Structure
shelter transaction" means listed applies.
transactions, transactions with The tax structure of a transaction is any • Your tax return reflects tax
contractual protection, or confidential fact that may be relevant to consequences or a tax strategy
transactions. See the definitions of understanding the purported or claimed described in published guidance that
these categories below. There may be federal income tax treatment of the lists the transaction.
additional disclosure requirements for transaction. • You know or have reason to know
tax-exempt entities with respect to these that tax benefits reflected on your tax
types of transactions. If you are a Who Must File return are derived directly or indirectly
tax-exempt entity and you are a party to Any taxpayer, including an individual, from such tax consequences or tax
a prohibited tax shelter transaction, you trust, estate, partnership, S corporation, strategy.
may be required to file Form 8886-T, or other corporation, that participates in • You are in a type or class of
Disclosure by Tax-Exempt Entity a reportable transaction and is required individuals or entities that published
Regarding Prohibited Tax Shelter to file a federal tax return or information guidance treats as participants in a
Transaction, in addition to filing Form return must file Form 8886. However, a listed transaction.
8886. For more information, see the regulated investment company (RIC)
Exception. If you participated in a
Instructions for Form 8886-T. (as defined in section 851) or an
transaction that is the same as or
investment vehicle that is at least 95%
substantially similar to the transaction
owned by one or more RICs at all times
described in Notice 2002-35, 2002-21

Sep 27, 2022 Cat. No. 34911S

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I.R.B. 992, available at IRS.gov/pub/irs-     fee, related parties (as described in       • For individuals, at least $2 million in 
irbs/irb02-21.pdf (tax avoidance using        section 267(b) or 707(b)) will be treated   any single tax year or $4 million in any 
notional principal contracts), solely as a    as the same individual or entity.           combination of tax years. (At least 
result of your direct or indirect interest in You have participated in a                  $50,000 for a single tax year if the loss 
a pass-through entity, you are not            confidential transaction if your tax return arose from a section 988 transaction 
required to disclose the transaction on       reflects a tax benefit from the             defined in section 988(c)(1) (relating to 
Form 8886. For more information, see          transaction and your disclosure of the      foreign currency transactions), whether 
Notice 2006-16, 2006-9 I.R.B. 538,            tax treatment or tax structure of the       or not the loss flows through from an S 
available at IRS.gov/pub/irs-irbs/            transaction is limited as described         corporation or partnership).
irb06-09.pdf.                                 above. If disclosure by a pass-through      • For corporations (excluding S 
Confidential Transactions                     entity (partnership, S corporation, or      corporations), at least $10 million in any 
A confidential transaction is a               trust) is limited, but disclosure by the    single tax year or $20 million in any 
transaction that is offered to you or a       partner, shareholder, or beneficiary is     combination of tax years.
related party (as described in section        not limited, then the pass-through entity   • For partnerships with only 
267(b) or 707(b)) under conditions of         (but not the partner, shareholder, or       corporations (excluding S corporations) 
confidentiality and for which you or a        beneficiary) has participated in the        as partners (looking through any 
related party paid an advisor a minimum       confidential transaction.                   partners that are also partnerships), at 
                                                                                          least $10 million in any single tax year or 
fee (defined below). A transaction is         Transactions With Contractual               $20 million in any combination of tax 
considered to be offered under                Protection                                  years, whether or not any losses flow 
conditions of confidentiality if the                                                      through to one or more partners.
advisor places a limitation on your           A transaction with contractual protection 
disclosure of the tax treatment or tax        is a transaction for which you have, or a   • For all other partnerships and S 
                                                                                          corporations, at least $2 million in any 
structure of the transaction and the          related party (as described in section 
                                                                                          single tax year or $4 million in any 
limitation on disclosure protects the         267(b) or 707(b)) has, the right to a full 
                                                                                          combination of tax years, whether or not 
confidentiality of the advisor's tax          refund or partial refund of fees if all or 
                                                                                          any losses flow through to one or more 
strategies. The transaction is treated as     part of the intended tax consequences 
                                                                                          partners or shareholders.
confidential even if the conditions of        from the transaction are not sustained. It 
confidentiality are not legally binding on    also includes a transaction for which       • For trusts, at least $2 million in any 
                                                                                          single tax year or $4 million in any 
you. See Regulations section                  fees are contingent on your realization 
                                                                                          combination of tax years, whether or not 
1.6011-4(b)(3) for more information.          of tax benefits from the transaction. For 
                                                                                          any losses flow through to one or more 
                                              exceptions and other details, see 
                                                                                          beneficiaries. (At least $50,000 for a 
Minimum fee.  For a corporation               Regulations section 1.6011-4(b)(4) and 
                                                                                          single tax year if the loss arose from a 
(excluding S corporations), or a              Rev. Proc. 2007-20, 2007-7 I.R.B. 517, 
                                                                                          section 988 transaction defined in 
partnership or trust in which all of the      available at IRS.gov/pub/irs-irbs/
                                                                                          section 988(c)(1) (relating to foreign 
owners or beneficiaries are corporations      irb07-07.pdf.
(excluding S corporations), the                                                           currency transactions), whether or not 
minimum fee is $250,000. For all others,      You have participated in a                  the loss flows through from an S 
the minimum fee is $50,000.                   transaction with contractual protection if  corporation or partnership).
                                              your tax return reflects a tax benefit from 
The minimum fee includes all fees for         the transaction and, as described             Section 165 loss. For purposes of 
a tax strategy, for advice (whether or not    above, you have the right to a full or      the above threshold amounts, a section 
tax advice), or for the implementation of     partial refund of fees or the fees are      165 loss is adjusted for any salvage 
a transaction. Fees include payment in        contingent. All facts and circumstances     value and for any insurance or other 
whatever form paid, whether in cash or        relating to the transaction will be         compensation received. However, a 
in kind, for services to analyze the          considered when determining whether a       section 165 loss does not take into 
transaction (whether or not related to        fee is refundable or contingent,            account offsetting gains, other income, 
the tax consequences of the                   including the right to reimbursements of    or limitations. The full amount of a loss 
transaction), for services to implement       amounts that the parties to the             is taken into account in the year it was 
the transaction, for services to              transaction have not designated as fees     sustained, regardless of whether all or 
document the transaction, and for             or any agreement to provide services        part of the loss enters into the 
services to prepare tax returns to the        without compensation. If a pass-through     computation of a net operating loss 
extent return preparation fees are            entity (partnership, S corporation, or      under section 172 or a net capital loss 
unreasonable. You are treated as              trust) has the right to a full or partial   under section 1212 that is a carryback 
paying fees to an advisor if you know or      refund of fees or has a contingent fee      or carryover to another year. A section 
should know that the amount you pay           arrangement, but the partner,               165 loss does not include any portion of 
will be paid indirectly to the advisor,       shareholder, or beneficiary individually    a loss, attributable to a capital loss 
such as through a referral fee or             does not, then the pass-through entity      carryback or carryover from another 
fee-sharing arrangement. Fees do not          (but not the partner, shareholder, or       year, that is treated as a deemed capital 
include amounts paid to a person,             beneficiary) has participated in the        loss under section 1212.
including an advisor, in that person's        transaction with contractual protection.      In determining whether a transaction 
capacity as a party to the transaction.                                                   results in a taxpayer claiming a loss that 
The IRS will scrutinize all of the facts      Loss Transactions                           meets the threshold amounts over a 
and circumstances in determining              A loss transaction is a transaction that    combination of tax years as described 
whether consideration received in             results in your claiming a loss under       above, only losses claimed in the tax 
connection with a confidential                section 165 (described later) if the        year that the transaction is entered into 
transaction constitutes fees. For             amount of the section 165 loss is as 
purposes of determining the minimum           follows.

                                                           -2-                     Instructions for Form 8886 (Rev. October 2022)

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and the 5 succeeding tax years are transaction in the published guidance suspended during the period that the
combined. describing the transaction of interest. ruling request is pending.
The types of losses included in this Exceptions to Reportable
category are section 165 losses, Recordkeeping
including amounts deductible under a Transaction Categories, You must keep a copy of all documents
provision that treats a transaction as a Published Guidance and other records related to a reportable
sale or other disposition or otherwise A transaction is not considered a transaction. See Regulations section
results in a deduction under section reportable transaction if the IRS makes 1.6011-4(g) for more details.
165. However, this category does not a determination in published guidance
include losses described in Rev. Proc. that it is not subject to the reporting When and How To File
2013-11. requirements. See Rev. Proc. 2004-67; Attach Form 8886 to your income tax
You have participated in a loss Rev. Proc. 2004-68; Rev. Proc. return or information return (including a
transaction if your tax return reflects a 2007-20; and Rev. Proc. 2013-11 for partnership, S corporation, or trust
section 165 loss that equals or exceeds more information. The IRS may also return), including amended returns, for
the applicable threshold amount. If you determine by individual letter ruling that each tax year in which you participated
are a partner, shareholder, or an individual letter ruling request in a reportable transaction. If a
beneficiary of a pass-through entity satisfies the reporting requirements. reportable transaction results in a loss
(partnership, S corporation, or trust), See Request for Ruling, later, for more or credit carried back to a prior tax year,
you have participated in a loss information on submitting a letter ruling attach Form 8886 to an application for
transaction if your tax return reflects a request. tentative refund (Form 1045 or 1139) or
section 165 loss allocable to you from Shareholders of Foreign amended return for the carryback years.
the pass-through entity (disregarding Initial year Form 8886 filers must file
netting at the entity level) that equals or Corporations
exceeds the applicable threshold Special rules apply to determine exact copy with OTSA. You must file
amount. For this purpose, a tax return is whether a reporting shareholder of a (via mail or fax) an exact copy of an
deemed to reflect the full amount of the foreign corporation participated in a initial Form 8886 with the Office of Tax
section 165 loss allocable to the reportable transaction. A reporting Shelter Analysis (OTSA).
taxpayer, regardless of whether all or shareholder means a U.S. shareholder Via mail. You may mail the exact copy
part of the loss enters in the in a controlled foreign corporation, or a to:
computation of a net operating loss 10% shareholder (by vote or value) of a
under section 172 or net capital loss qualified electing fund. For all Internal Revenue Service
under section 1212 that the taxpayer categories of reportable transactions OTSA Mail Stop 4915
may carry back or carry over to another except transactions of interest, a 1973 Rulon White Blvd.
year. reporting shareholder participates in a Ogden, UT 84201
reportable transaction if the foreign
Transactions of Interest corporation would be considered to Via fax. You may fax the exact copy to
A transaction of interest is a transaction participate in the transaction if it were a 844-253-2553.
that is the same as or substantially domestic corporation filing a tax return
similar to one of the types of reflecting items from the transaction. A This fax number is not for general
transactions that the IRS has identified reporting shareholder of a foreign use; taxpayers should not use this
by notice, regulation, or other form of corporation participates in a transaction number for anything besides sending
published guidance as a transaction of of interest if the published guidance the exact copy of Form 8886 (and
interest. It is a transaction that the IRS identifying the transaction includes the accompanying materials). Other
and Treasury Department believe has a reporting shareholder among the types submissions received via this fax
potential for tax avoidance or evasion, or classes of individuals or entities number will not be processed
but for which there is not enough identified as participants. See Send only one exact copy of Form
information to determine if the Regulations section 1.6011-4(c)(3)(i)(G) 8886 per fax
transaction should be identified as a tax for details. A maximum of 100 pages can be
avoidance transaction. The requirement faxed to the fax number listed above.
to disclose transactions of interest Request for Ruling You must also file the original Form
applies to transactions of interest You may request a ruling from the IRS 8886 with your tax return.
entered into after November 1, 2006. to determine whether a transaction must
The IRS will not provide a
For existing guidance, see Notice be disclosed. The request for a ruling
confirmation or receipt. Please check
2009-55, 2009-31 I.R.B. 170, available must be submitted to the IRS by the
your fax transmission log to verify that
at IRS.gov/pub/irs-irbs/irb09-31.pdf. For date Form 8886 would otherwise be
all the Form 8886 pages were sent.
updates to this list, go to the IRS web required to be filed. See Regulations
Keep a copy of your fax transmission
page at IRS.gov/Businesses/ section 1.6011-4(f). See Rev. Proc.
log as your confirmation or receipt.
Corporations/Transactions-of-Interest. 2022-1, as modified by Rev. Proc.
The IRS may issue a new, or update the 2022-10, for procedures to obtain The fax cover sheet should include
existing, notice, regulation, or other form letter rulings. The procedures are the following.
of guidance that identifies a transaction generally updated every year and • Subject: Form 8886
as a transaction of interest. you should consult the new Revenue • Sender's name, title, phone number,
You have participated in a Procedure issued every year. The address
transaction of interest if you are one of potential obligation of the taxpayer to • Taxpayer's name
the types or classes of individuals or disclose the transaction will not be • Date
entities identified as participants in the

Instructions for Form 8886 (Rev. October 2022) -3-

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• Number of pages faxed (including          8886 to the first tax return you file after  penalty for failure to include information 
cover sheet)                                the date the transaction became a listed     with respect to a reportable transaction 
Do not include sensitive information on     transaction. Also file Form 8886 with        is 75% of the reduction in the tax 
the cover sheet, such as employer           OTSA as provided in Initial year Form        reported on the income tax return as a 
identification number or social security    8886 filers must file exact copy with        result of participation in the transaction 
number.                                     OTSA, earlier.                               or that would result if the transaction 
  See IRS.gov/Newsroom/Taxpayers-           • Listed transaction entered into            were respected for federal tax 
Can-Fax-the-Separate-Copy-of-               after August 2, 2007. If you entered         purposes, but not less than $5,000 in 
Form-8886-Reportable-Transaction-           into a transaction after August 2, 2007,     the case of an individual and $10,000 in 
Disclosure-Statement-with-the-Office-       that later becomes a listed transaction,     any other case. The annual maximum 
of-Tax-Shelter-Analysis for more            then you must file Form 8886 with            penalty for failure to disclose a 
information.                                OTSA within 90 days after the date on        reportable transaction, other than a 
                                            which the transaction became a listed        listed transaction, cannot exceed 
Electronic return filers. If you file your  transaction.                                 $10,000 in the case of an individual, and 
income tax return electronically, the       • Transaction of interest entered            $50,000 in any other case. The 
exact copy you send (mail or fax) to        into after November 1, 2006. If you          maximum annual penalty for failure to 
OTSA must show exactly the same             entered into a transaction after             include information with respect to a 
information, word for word, provided        November 1, 2006, that later becomes a       listed transaction is $100,000 in the 
with the electronically filed return and it transaction of interest, then you must file  case of an individual and $200,000 in 
must be provided on the official IRS        Form 8886 with OTSA within 90 days           any other case. This penalty is in 
Form 8886 or an exact copy of the form.     after the date on which the transaction      addition to any other penalty that may 
If you use a computer-generated or          became a transaction of interest.            be imposed. For information, see 
substitute Form 8886, it must be an                                                      section 6707A and Regulations section 
exact copy of the official IRS form. See      However, the published guidance 
                                            under which the transaction becomes a        301.6707A-1.
the instructions for your income tax 
return for information on electronic filing listed transaction or transaction of         If you have a reportable transaction 
and substitute forms.                       interest may also provide the time for       understatement, an accuracy-related 
                                            filing Form 8886. You must file Form         penalty may be imposed under section 
Special Filing Rules                        8886 in the time and in the manner           6662A. This penalty applies to the 
                                            stated above regardless of whether you       amount of the understatement that is 
60-Day OTSA Extension                       participated in the transaction in the       attributable to any listed transaction and 
                                            year in which the transaction became a       any reportable transaction (other than a 
If you are a partner in a partnership,      listed transaction or transaction of         listed transaction) with a significant tax 
shareholder in an S corporation, or         interest.                                    avoidance purpose. The penalty 
beneficiary of a trust who receives a                                                    increases for transactions that are not 
timely Schedule K-1 less than 10                                                         disclosed on Form 8886 in accordance 
calendar days before your return due        Subsequent Loss Transactions
                                                                                         with these instructions. If the transaction 
date (including extensions) and, based                                                   is not disclosed and a reportable 
on receipt of the timely Schedule K-1,      If a transaction becomes a loss 
you determine that you participated in a    transaction because the losses equal or      transaction understatement exists, you 
reportable transaction, Form 8886 will      exceed the threshold amounts                 may not have a reasonable cause and 
not be considered late if you file Form     described earlier in Loss Transactions,      good faith defense under section 
8886 with OTSA within 60 days after the     Form 8886 must be filed as an                6664(d) with respect to the 
due date of your return including           attachment to your income tax return or      accuracy-related penalty under section 
extensions.                                 information return for the first tax year in 6662A. For more information, see 
                                            which the threshold amount is reached        section 6662A and Notice 2005-12, 
                                            and to any subsequent income tax             2005-7 I.R.B. 494, available at 
Designation as a Listed                                                                  IRS.gov/pub/irs-irbs/irb05-07.pdf.
                                            return or information return that reflects 
Transaction and/or Transaction of           any amount of section 165 loss from the      A penalty under section 6707A is 
Interest After Filing Tax Return            transaction.                                 assessed for each failure by any 
                                                                                         individual or entity required to file a 
If a transaction becomes a listed           Multiple Disclosures                         Form 8886 if the individual or entity (a) 
transaction or a transaction of interest                                                 fails to attach Form 8886 to the 
after you file a tax return (including an   If you are required to file Form 8886,       appropriate original return, amended 
amended return) reflecting your             you must do so regardless of whether         return, or application for tentative 
participation in the listed transaction or  you also plan to disclose the transaction    refund; (b) fails to file the form with 
transaction of interest and before the      under other published guidance, for          OTSA, if required; or (c) files a form that 
running of the period of limitations for    example, Regulations section                 fails to include all the information 
assessment of tax for any tax year in       1.6662-3(c)(2).                              required (or includes incorrect 
which you participated in the listed                                                     information). The Form 8886 must be 
transaction or transaction of interest,                                                  completed in its entirety with all required 
                                            Penalties
then you must file Form 8886 according                                                   attachments to be considered complete. 
to the following rules.                     There is a monetary penalty under            Do not enter “Information provided upon 
• Listed transaction entered into           section 6707A for the failure to include     request” or “Details available upon 
before August 3, 2007. If you entered       on any return or statement any               request,” or any similar statement in the 
into a transaction before August 3,         information required to be disclosed         space provided. Inclusion of any such 
2007, that later becomes a listed           under section 6011 with respect to a         statements subjects you to penalty 
transaction, then you must attach Form      reportable transaction. Generally, the       under sections 6707A and 6662A.

                                                            -4-                  Instructions for Form 8886 (Rev. October 2022)

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If you are required to pay a include the following statement signed “See Attached” on the form and provide
! penalty under section 6707A or under penalties of perjury by the all the information on an attached
CAUTION section 6662A, you may be taxpayer and, if applicable, the paid statement.
required to disclose them on reports preparer of Form 8886: “Under penalties
filed with the Securities and Exchange of perjury, I declare that I have Item A
Commission. If you do not disclose examined this reportable transaction If you file more than one Form 8886 with
these penalties, you may incur disclosure statement and, to the best of your return, sequentially number each of
additional penalties under section my knowledge and belief, this these forms and enter the statement
6707A(e). For more information, see reportable transaction disclosure number for this Form 8886 (for example,
section 6707A(e) and Rev. Proc. statement is true, correct, and complete. statement number 1 of 3).
2005-51, 2005-33 I.R.B. 296, available Declaration of preparer (other than the
at IRS.gov/pub/irs-irbs/irb05-33.pdf, taxpayer) is based on all information of Item B
amplified by Rev. Proc. 2007-25, which the preparer has any knowledge.”
Enter the form number and year of the
2007-12 I.R.B. 761, available at Separate Forms 8886 and separate
tax return with which this Form 8886 is
IRS.gov/pub/irs-irbs/irb07-12.pdf. cover letters must be submitted for each
filed (for example, Form 1040). If the tax
tax year for which you participated in the
return has a calendar tax year, enter the
Previously Undisclosed Listed undisclosed listed transaction. You
year shown on the return (for example,
Transactions must also submit a copy of the form and
2007). If it is a fiscal year return, enter
cover letter simultaneously to OTSA at
If you are required to disclose a listed the date the fiscal year ends using the
the OTSA address under When and
transaction and fail to do so within the MM/DD/YYYY format (for example,
How To File, earlier. See Rev. Proc.
time and manner prescribed under 06/30/2008).
2005-26 for additional guidance.
section 6011 and the related
regulations, then under section 6501(c) Item C
(10) the period to assess any tax with Specific Instructions Check all the box(es) that apply.
respect to the listed transaction will be
Initial year filer. If this is the first year
extended beyond the normal How To Complete that you are filing a Form 8886 to
assessment period until 1 year after the
earlier of either: Form 8886 disclose this transaction, check this box
• The date you disclose the transaction In order to be considered complete, and file a duplicate copy of the form with
by filing Form 8886 in the manner Form 8886 must be completed in its OTSA (see When and How To File,
prescribed in Rev. Proc. 2005-26, entirety with all required attachments. earlier).
2005-17 I.R.B. 965, available at To be considered complete, the
Protective disclosure. You may
IRS.gov/pub/irs-irbs/irb05-17.pdf (or information provided on the form must
indicate that you are filing on a
subsequently published guidance); or describe the expected tax treatment
protective basis by checking this box
• The date that a material advisor and all potential tax benefits expected to
(under the option provided in
provides the information required under result from the transaction, describe any
Regulations section 1.6011-4(f)).
section 6112 in response to a request tax result protection with respect to the
Generally, the IRS will not treat a Form
by the IRS under section 6112. transaction, and identify and describe
8886 filed on a protective basis any
the transaction in sufficient detail for the
differently from other Forms 8886. An
Section 6501(c)(10) is effective for IRS to be able to understand the tax
incomplete form containing a statement
tax years with respect to which the structure of the reportable transaction
that information will be provided on
limitations period on assessment did not and identify all parties involved in the
request is not a complete disclosure
expire prior to October 22, 2004. transaction. A Form 8886 containing a
statement. For a protective disclosure to
Section 6501(c)(10) does not revive an statement that information will be
be effective, you must properly
assessment period that expired prior to provided upon request is not considered
complete and file Form 8886 and
October 22, 2004. For more information, a complete disclosure statement. If
provide all required information. See
see Rev. Proc. 2005-26. Form 8886 is not completed in
How To Complete Form 8886, earlier.
accordance with these instructions and
If you are filing Form 8886 to disclose Regulations section 1.6011-4, you will
a previously undisclosed listed not be considered to have complied with Line 1a
transaction for purposes of section the disclosure requirements. If you Enter the name, if any, by which the
6501(c)(10), submit the form and a receive one or more reportable transaction is known or commonly
cover letter to the Internal Revenue transaction numbers for a reportable referred to. If no name exists, provide a
Service Center where your original tax transaction, you must include the short identifying description of this
return was filed. Write across the top of reportable transaction numbers on Form transaction that distinguishes it from
page 1 of each Form 8886 the following 8886. other reportable transactions in which
statement: “Section 6501(c)(10) you have participated (or may
Disclosure” followed by the tax year and If the information required exceeds participate in the future). If you are
tax return to which the disclosure the space provided, complete as much reporting more than one transaction and
statement applies. For example, if the information as possible in the available the transactions have different names,
Form 8886 relates to your Form 1040 space and attach the remaining enter all names in the space provided. If
for the 2002 tax year, you must include information on additional sheets. The additional space is needed, write “See
the following statement: “Section additional sheets must be in the same Additional List” and attach a list.
6501(c)(10) Disclosure; 2002 Form order as the lines to which they
1040” on the form. The cover letter must correspond. You must also include your
identify the tax return to which the name and identifying number at the top
disclosure statement relates and of each additional sheet. Do not write

Instructions for Form 8886 (Rev. October 2022) -5-

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Line 1b Line 3 advisor, in that person's capacity as a
Enter the first year that you participated Identify the notice, revenue ruling, party to the transaction.
in this transaction in year format regulation, announcement, or other
(YYYY). If you are reporting for more published guidance that identified the Line 7a
than one transaction, enter all initial transaction as a listed transaction or a Please check the box representing the
years in the space provided. If transaction of interest. For listed type of tax benefit the transaction will
additional space is needed, write “See transactions, identify the guidance as reflect on your tax return. There may be
Additional List” and attach a list. shown in Notice 2009-59, or later IRS more than one tax benefit to your
guidance. transaction. A tax benefit includes, but is
Note. This may not be the same as the not limited to, the following: deductions,
year for which you are disclosing a Line 4 exclusions from gross income,
reportable transaction. Do not report more than one transaction nonrecognition of gain, tax credits,
on this form unless the transactions are adjustments (or absence of
Line 1c the same or substantially similar. See adjustments) to the basis of property,
Enter the 9-digit and/or 11-digit number Substantially Similar, earlier. status as an entity exempt from federal
provided to you. This number may be income taxation, and any other tax
consequences that may reduce a
referred to as a registration number or Line 5 taxpayer's federal income tax liability by
reportable transaction number and may If you participated in the transaction affecting the amount, timing, character,
begin with the letters “MA.” Reportable through other entities, indicate whether or source of any item of income, gain,
transactions can have more than one each entity is a partnership, S expense, loss, or credit. Check the
number. If you have more than one corporation, or trust. In addition, if the “Other” box for tax benefits not
number for this transaction, include all entity is foreign, check the box for specifically identified by a box and
numbers in the space provided. If “Foreign.” On line 5b, provide the full identify the tax benefits in the space
additional space is needed, write “See name of the entity. On line 5c, enter the provided (for example, status as an
Additional List” and attach a list. entity's EIN (if known). Use hyphens entity exempt from federal income
Reportable transaction numbers when entering the EIN. On line 5d, enter taxation). If you need more space,
(formerly known as tax shelter the date you received the Schedule K-1 follow the instructions under How To
registration numbers or registration from the entity. Enter “none” if Complete Form 8886, earlier.
numbers) are issued to material Schedule K-1 was not received. If you
advisors who file a statement disclosing are reporting more than one entity, use
Line 7b
a reportable transaction under section a separate column for each entity.
6111. Material advisors are required to Attach additional sheets for more than Tax benefit(s) from the transaction is the
provide this number to investors/ two entities. total anticipated dollar amount of all
items checked in line 7a, over the entire
advisees. anticipated life of the transaction.
Line 6
Line 2 Enter the name, address, and social
Line 7c
Check the box(es) for all categories that security number (SSN) or EIN (if known)
apply to the transaction being reported. for each individual or entity to whom you Enter the number of tax years you
The reportable transaction categories paid a fee with regard to the transaction anticipate it will take for you to claim the
are described under Participation in a if that individual or entity promoted, above total tax benefits from this
Reportable Transaction, earlier. solicited, or recommended your transaction.
participation in the transaction, or
Note. The category for brief asset provided tax advice related to the Line 7d
holding period has been eliminated for transaction. Also, enter the approximate Total investment or basis in the
transactions entered into on or after fees paid to each of the individuals or transaction is the total of the amounts
August 3, 2007. However, this does not entities. These fees include payment in you paid related to this transaction that
relieve taxpayers of any disclosure whatever form, whether in cash or in includes cash, fair market value of
obligations for brief asset holding kind, for a tax strategy or for advice property or services transferred or
transactions that were entered into (whether or not tax advice). Fees also acquired, adjustments to basis,
before August 3, 2007. The rules for include consideration for services to: valuation of notes, obligations, shares,
brief asset holding period reportable • Analyze the transaction (whether or or other securities.
transactions entered into before August not related to the tax consequences of
3, 2007, are contained in Regulations the transaction), Line 7e
section 1.6011-4 in effect prior to • Implement the transaction, Describe the reportable transaction you
August 3, 2007. • Document the transaction, or entered into and the relevant facts and
If the transaction is a listed • Prepare tax returns to the extent the tax benefits for all affected years that
return preparation fees are caused the transaction to be reportable.
! transaction or transaction of unreasonable. Describe each step of the transaction,
CAUTION interest, you must check the
including all information known to you.
listed transaction box or transaction of You are also treated as paying fees Include in your description other parties
interest box in addition to any others to an advisor if you know or should to the transaction and, if known,
that may apply. know that an amount you paid will be assumptions of liabilities or other
paid indirectly to the advisor, such as obligations, satisfaction of liabilities or
through a referral fee or fee-sharing obligations, sales of property or
arrangement. A fee does not include interests in property, the formation and
amounts paid to a person, including an

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dissolution of entities, and any If you checked box 2c, describe the control number. Books or records
agreements between or among parties terms of the contractual protection. See relating to a form or its instructions must
to the transaction. Also describe any tax Regulations section 1.6011-4(b)(4) for be retained as long as their contents
result protection with respect to the more details. may become material in the
transaction. The term “tax result administration of any Internal Revenue
protection” includes insurance company If you checked box 2d, explain how law. Generally, tax returns and return
and other third-party products you calculated the basis of the asset for information are confidential, as required
commonly described as tax result which there was a loss. by section 6103.
insurance. Include, if known, the If you need more space, follow the
relevant dates and the amounts instructions under How To Complete The time needed to complete and file
involved in the steps described. Form 8886, earlier. this form will vary depending on
Amounts involved include cash, fair individual circumstances. The estimated
burden for individual taxpayers filing this
market value of property or services Line 8
form is approved under OMB control
transferred or acquired, adjustments to List all individuals involved in the number 1545-0074 and is included in
basis, valuation of notes, obligations, transaction. List all tax-exempt, foreign, the estimates shown in the instructions
shares, or other securities. Describe, if or related entities involved in the for their individual income tax return.
known, the relationship between the transaction. Check the applicable The estimated burden for all other
steps of the transaction and how each box(es) for the type of entity. Attach taxpayers who file this form is shown
step relates to why the transaction is additional sheets where appropriate. below.
reportable. Your description should Provide all information, including the
include the relevance, if known, of any name, EIN or SSN (include hyphens),
party (including but not limited to and address, if known. Recordkeeping. . . . . . . 10 hr., 16 min.
participants in the transaction) listed in
Learning about the law or
line 8. Include a brief description of each the form. . . . . . . . . . . . 4 hr., 50 min.
listed individual's and each entity's Preparing, copying,
Describe the economic and business involvement in the transaction assembling, and sending
reasons for the transaction and its (purchaser, lender, seller, broker, etc.). the form to the IRS . . . . 6 hr., 25 min.
structure. Describe market or business Provide the country of incorporation or
conditions creating the tax benefit(s) or existence for each foreign entity, if If you have comments concerning the
consequence(s) and the transaction's known. Describe the relationship accuracy of these time estimates or
financial reporting, if known. between you and any related entity and suggestions for making this form
between or among any related entities simpler, we would be happy to hear
If you checked box 2b, explain how (as described in section 267(b) or from you. You can send us comments
your disclosure of information 707(b)). from IRS.gov/FormComments. Or you
concerning the transaction was limited
can write to the Internal Revenue
(for example, by contract or verbal Paperwork Reduction Act Notice. Service, Tax Forms and Publications,
agreement) and the nature and extent of You are not required to provide the 1111 Constitution Ave. NW, IR-6526,
the disclosure limitations. See information requested on a form that is Washington, DC 20224.
Regulations section 1.6011-4(b)(3) for subject to the Paperwork Reduction Act
more details. unless the form displays a valid OMB

Instructions for Form 8886 (Rev. October 2022) -7-

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