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Department of the Treasury
Internal Revenue Service
Instructions for Form 8886

(Rev. December 2019)
Reportable Transaction Disclosure Statement

Section references are to the Internal Revenue 8886. For more information, see the (as defined in section 851) or an
Code unless otherwise noted. Instructions for Form 8886-T. investment vehicle that is at least 95%
owned by one or more RICs at all times
Future Developments Definitions during the course of a transaction is not
required to file Form 8886 for any
For the latest information about Transaction transaction other than a listed
developments related to Form 8886 and A transaction includes all of the factual transaction (as defined below) or a
its instructions, such as legislation elements relevant to the expected tax transaction of interest (as defined later).
enacted after they were published, go to treatment of any investment, entity,
IRS.gov/Form8886. plan, or arrangement and it includes any Participation in a
series of steps carried out as part of a
Reportable Transaction
What's New plan.
A reportable transaction is a transaction
New lines 7b, 7c, and 7d request total Substantially Similar described in one or more of the
dollar amounts of your tax benefit(s), A transaction is substantially similar to following categories.
number of years of anticipated benefit, another transaction if it is expected to Listed Transactions
and your total investment or basis in the obtain the same or similar types of tax
reportable transaction. consequences and is either factually A listed transaction is a transaction that
similar or based on the same or similar is the same as or substantially similar to
General Instructions tax strategy. Receipt of an opinion one of the types of transactions that the
regarding the tax consequences of the IRS has determined to be a tax
Purpose of Form transaction is not relevant to the avoidance transaction. These
determination of whether the transaction transactions are identified by notice,
Use Form 8886 to disclose information regulation, or other form of published
is the same as or substantially similar to
for each reportable transaction in which guidance as a listed transaction. For
another transaction. Further, the term
you participated. See Participation in a existing guidance, see Notice 2009-59,
“substantially similar”must be broadly
Reportable Transaction, later, to 2009-31 I.R.B. 170, available at
construed in favor of disclosure. See
determine if you participated in a IRS.gov/pub/irs-irbs/irb09-31.pdf. For
Regulations section 1.6011-4(c)(4) for
reportable transaction. For more updates to this list, go to the IRS web
examples.
information on the disclosure rules, see page at IRS.gov/businesses/
Regulations section 1.6011-4. Tax Benefit corporations/abusive-tax-shelters-and-
Generally, you must file a separate A tax benefit includes deductions, transactions. The listed transactions will
Form 8886 for each reportable exclusions from gross income, also be periodically updated in future
transaction. However, you may report nonrecognition of gain, tax credits, issues of the Internal Revenue Bulletin.
more than one transaction on one form adjustments (or the absence of You can find a notice or ruling in the
if the transactions are the same or adjustments) to the basis of property, Internal Revenue Bulletin at
substantially similar. See the definition status as an entity exempt from federal IRS.gov/pub/irs-irbs/irbXX-YY.pdf,
of substantially similar below. income taxation, and any other tax where XX is the two-digit year and YY is
consequences that may reduce a the two-digit bulletin number. For
The fact that a transaction must be taxpayer's federal tax liability by example, you can find Notice 2009-59,
reported on this form does not mean the affecting the amount, timing, character, 2009-31 I.R.B. 170, at IRS.gov/pub/irs-
tax benefits from the transaction will be or source of any item of income, gain, irbs/irb09-31.pdf.
disallowed. expense, loss, or credit. You have participated in a listed
Prohibited tax shelter transactions. Tax Structure transaction if any of the following
applies.
Generally, the term "prohibited tax The tax structure of a transaction is any Your tax return reflects tax
•
shelter transaction" means listed fact that may be relevant to consequences or a tax strategy
transactions, transactions with understanding the purported or claimed described in published guidance that
contractual protection, or confidential federal income tax treatment of the lists the transaction.
transactions. See the definitions of transaction. You know or have reason to know
these categories below. There may be •
that tax benefits reflected on your tax
additional disclosure requirements for Who Must File return are derived directly or indirectly
tax-exempt entities with respect to these Any taxpayer, including an individual, from such tax consequences or tax
types of transactions. If you are a trust, estate, partnership, S corporation, strategy.
tax-exempt entity and you are a party to or other corporation, that participates in • You are in a type or class of
a prohibited tax shelter transaction, you a reportable transaction and is required individuals or entities that published
may be required to file Form 8886-T, to file a federal tax return or information guidance treats as participants in a
Disclosure by Tax-Exempt Entity return must file Form 8886. However, a listed transaction.
Regarding Prohibited Tax Shelter regulated investment company (RIC)
Transaction, in addition to filing Form

Dec 20, 2019 Cat. No. 34911S

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Exception.   If you participated in a         and circumstances in determining            Loss Transactions
transaction that is the same as or            whether consideration received in           A loss transaction is a transaction that 
substantially similar to the transaction      connection with a confidential              results in your claiming a loss under 
described in Notice 2002-35, 2002-21          transaction constitutes fees. For           section 165 (described later) if the 
I.R.B. 992, available at IRS.gov/pub/irs-     purposes of determining the minimum         amount of the section 165 loss is as 
irbs/irb02-21.pdf (tax avoidance using        fee, related parties (as described in       follows.
notional principal contracts), solely as a    section 267(b) or 707(b)) will be treated     For individuals, at least $2 million in 
                                                                                          •
result of your direct or indirect interest in as the same individual or entity.           any single tax year or $4 million in any 
a pass-through entity, you are not            You have participated in a                  combination of tax years. (At least 
required to disclose the transaction on       confidential transaction if your tax return $50,000 for a single tax year if the loss 
Form 8886. For more information, see          reflects a tax benefit from the             arose from a section 988 transaction 
Notice 2006-16, 2006-9 I.R.B. 538,            transaction and your disclosure of the      defined in section 988(c)(1) (relating to 
available at IRS.gov/pub/irs-irbs/            tax treatment or tax structure of the       foreign currency transactions), whether 
irb06-09.pdf.                                 transaction is limited as described         or not the loss flows through from an S 
Confidential Transactions                     above. If disclosure by a pass-through      corporation or partnership).
                                              entity (partnership, S corporation, or      • For corporations (excluding S 
A confidential transaction is a               trust) is limited, but disclosure by the    corporations), at least $10 million in any 
transaction that is offered to you or a       partner, shareholder, or beneficiary is     single tax year or $20 million in any 
related party (as described in section        not limited, then the pass-through entity   combination of tax years.
267(b) or 707(b)) under conditions of         (but not the partner, shareholder, or       • For partnerships with only 
confidentiality and for which you or a        beneficiary) has participated in the        corporations (excluding S corporations) 
related party paid an advisor a minimum       confidential transaction.                   as partners (looking through any 
fee (defined below). A transaction is                                                     partners that are also partnerships), at 
considered to be offered under                Transactions With Contractual               least $10 million in any single tax year or 
conditions of confidentiality if the          Protection                                  $20 million in any combination of tax 
advisor places a limitation on your                                                       years, whether or not any losses flow 
                                              A transaction with contractual protection 
disclosure of the tax treatment or tax                                                    through to one or more partners.
                                              is a transaction for which you have, or a 
structure of the transaction and the                                                      • For all other partnerships and S 
                                              related party (as described in section 
limitation on disclosure protects the                                                     corporations, at least $2 million in any 
                                              267(b) or 707(b)) has, the right to a full 
confidentiality of the advisor's tax                                                      single tax year or $4 million in any 
                                              refund or partial refund of fees if all or 
strategies. The transaction is treated as                                                 combination of tax years, whether or not 
                                              part of the intended tax consequences 
confidential even if the conditions of                                                    any losses flow through to one or more 
                                              from the transaction are not sustained. It 
confidentiality are not legally binding on                                                partners or shareholders.
                                              also includes a transaction for which 
you. See Regulations section                                                              • For trusts, at least $2 million in any 
                                              fees are contingent on your realization 
1.6011-4(b)(3) for more information.                                                      single tax year or $4 million in any 
                                              of tax benefits from the transaction. For 
Minimum fee.  For a corporation               exceptions and other details, see           combination of tax years, whether or not 
(excluding S corporations), or a              Regulations section 1.6011-4(b)(4) and      any losses flow through to one or more 
partnership or trust in which all of the      Rev. Proc. 2007-20, 2007-7 I.R.B. 517,      beneficiaries. (At least $50,000 for a 
owners or beneficiaries are corporations      available at IRS.gov/pub/irs-irbs/          single tax year if the loss arose from a 
(excluding S corporations), the               irb07-07.pdf.                               section 988 transaction defined in 
minimum fee is $250,000. For all others,                                                  section 988(c)(1) (relating to foreign 
the minimum fee is $50,000.                   You have participated in a                  currency transactions), whether or not 
                                              transaction with contractual protection if  the loss flows through from an S 
The minimum fee includes all fees for         your tax return reflects a tax benefit from corporation or partnership).
a tax strategy, for advice (whether or not    the transaction and, as described 
tax advice), or for the implementation of     above, you have the right to a full or        Section 165 loss. For purposes of 
a transaction. Fees include payment in        partial refund of fees or the fees are      the above threshold amounts, a section 
whatever form paid, whether in cash or        contingent. All facts and circumstances     165 loss is adjusted for any salvage 
in kind, for services to analyze the          relating to the transaction will be         value and for any insurance or other 
transaction (whether or not related to        considered when determining whether a       compensation received. However, a 
the tax consequences of the                   fee is refundable or contingent,            section 165 loss does not take into 
transaction), for services to implement       including the right to reimbursements of    account offsetting gains, other income, 
the transaction, for services to              amounts that the parties to the             or limitations. The full amount of a loss 
document the transaction, and for             transaction have not designated as fees     is taken into account in the year it was 
services to prepare tax returns to the        or any agreement to provide services        sustained, regardless of whether all or 
extent return preparation fees are            without compensation. If a pass-through     part of the loss enters into the 
unreasonable. You are treated as              entity (partnership, S corporation, or      computation of a net operating loss 
paying fees to an advisor if you know or      trust) has the right to a full or partial   under section 172 or a net capital loss 
should know that the amount you pay           refund of fees or has a contingent fee      under section 1212 that is a carryback 
will be paid indirectly to the advisor,       arrangement, but the partner,               or carryover to another year. A section 
such as through a referral fee or             shareholder, or beneficiary individually    165 loss does not include any portion of 
fee-sharing arrangement. Fees do not          does not, then the pass-through entity      a loss, attributable to a capital loss 
include amounts paid to a person,             (but not the partner, shareholder, or       carryback or carryover from another 
including an advisor, in that person's        beneficiary) has participated in the        year, that is treated as a deemed capital 
capacity as a party to the transaction.       transaction with contractual protection.    loss under section 1212.
The IRS will scrutinize all of the facts 

                                                            -2-                 Instructions for Form 8886 (Rev. December 2019)

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   In determining whether a transaction     of guidance that identifies a transaction   information on requesting a ruling, see 
results in a taxpayer claiming a loss that  as a transaction of interest.               Rev. Proc. 2019–1, 2019–1 I.R.B. 1, 
meets the threshold amounts over a                                                      available at IRS.gov/irb/
combination of tax years as described          You have participated in a               2019-01_IRB#RP2019-01, or 
above, only losses claimed in the tax       transaction of interest if you are one of   subsequent IRS guidance. The potential 
year that the transaction is entered into   the types or classes of individuals or      obligation of the taxpayer to disclose the 
and the 5 succeeding tax years are          entities identified as participants in the  transaction will not be suspended during 
combined.                                   transaction in the published guidance       the period that the ruling request is 
                                            describing the transaction of interest.
   The types of losses included in this                                                 pending.
category are section 165 losses,            Exceptions to Reportable 
including amounts deductible under a        Transaction Categories,                     Recordkeeping
provision that treats a transaction as a    Published Guidance                          You must keep a copy of all documents 
sale or other disposition or otherwise                                                  and other records related to a reportable 
results in a deduction under section        A transaction is not considered a           transaction. See Regulations section 
165. However, this category does not        reportable transaction if the IRS makes     1.6011-4(g) for more details.
include losses described in Rev. Proc.      a determination in published guidance 
2004-66, 2004-50 I.R.B. 966, available      that it is not subject to the reporting 
at IRS.gov/pub/irs-irbs/irb04-50.pdf (or    requirements. For more information, see     When and How To File
future published guidance).                 Rev. Proc. 2004-66; Rev. Proc.              Attach Form 8886 to your income tax 
                                            2004-67, 2004-50 I.R.B. 967, available      return or information return (including a 
   You have participated in a loss          at IRS.gov/pub/irs-irbs/irb04-50.pdf;       partnership, S corporation, or trust 
transaction if your tax return reflects a   Rev. Proc. 2004-68; and Rev. Proc.          return), including amended returns, for 
section 165 loss that equals or exceeds     2007-20. The IRS may also determine         each tax year in which you participated 
the applicable threshold amount. If you     by individual letter ruling that an         in a reportable transaction. If a 
are a partner, shareholder, or              individual letter ruling request satisfies  reportable transaction results in a loss 
beneficiary of a pass-through entity        the reporting requirements. See             or credit carried back to a prior tax year, 
(partnership, S corporation, or trust),     Request for Ruling, later, for more         attach Form 8886 to an application for 
you have participated in a loss             information on submitting a letter ruling   tentative refund (Form 1045 or 1139) or 
transaction if your tax return reflects a   request.                                    amended return for the carryback years.
section 165 loss allocable to you from 
the pass-through entity (disregarding       Shareholders of Foreign                     Also file separately. If this is an 
netting at the entity level) that equals or Corporations                                initial year filing of Form 8886, send an 
                                                                                        exact copy of the form to the Office of 
exceeds the applicable threshold            Special rules apply to determine            Tax Shelter Analysis (OTSA) at the 
amount. For this purpose, a tax return is   whether a reporting shareholder of a        following address when you file the form 
deemed to reflect the full amount of the    foreign corporation participated in a       with your tax return:
section 165 loss allocable to the           reportable transaction. A reporting 
taxpayer, regardless of whether all or      shareholder means a U.S. shareholder        Internal Revenue Service
part of the loss enters in the              in a controlled foreign corporation, or a   OTSA Mail Stop 4915
computation of a net operating loss         10% shareholder (by vote or value) of a     1973 Rulon White Blvd.
under section 172 or net capital loss       qualified electing fund. For all            Ogden, Utah 84201
under section 1212 that the taxpayer        categories of reportable transactions 
may carry back or carry over to another     except transactions of interest, a          If you file your income tax return 
year.                                       reporting shareholder participates in a     electronically, the copy sent to OTSA 
Transactions of Interest                    reportable transaction if the foreign       must show exactly the same 
                                            corporation would be considered to 
A transaction of interest is a transaction                                              information, word for word, provided 
                                            participate in the transaction if it were a 
that is the same as or substantially                                                    with the electronically filed return and it 
                                            domestic corporation filing a tax return 
similar to one of the types of                                                          must be provided on the official IRS 
                                            reflecting items from the transaction. A 
transactions that the IRS has identified                                                Form 8886 or an exact copy of the form. 
                                            reporting shareholder of a foreign 
by notice, regulation, or other form of                                                 If you use a computer-generated or 
                                            corporation participates in a transaction 
published guidance as a transaction of                                                  substitute Form 8886, it must be an 
                                            of interest if the published guidance 
interest. It is a transaction that the IRS                                              exact copy of the official IRS form. See 
                                            identifying the transaction includes the 
and Treasury Department believe has a                                                   the instructions for your income tax 
                                            reporting shareholder among the types 
potential for tax avoidance or evasion,                                                 return for information on electronic filing 
                                            or classes of individuals or entities 
but for which there is not enough                                                       and substitute forms.
                                            identified as participants. See 
information to determine if the 
                                            Regulations section 1.6011-4(c)(3)(i)(G)    Special Filing Rules
transaction should be identified as a tax 
                                            for details.
avoidance transaction. The requirement                                                  60-Day OTSA Extension
to disclose transactions of interest                                                    If you are a partner in a partnership, 
applies to transactions of interest         Request for Ruling
entered into after November 1, 2006.        You may request a ruling from the IRS       shareholder in an S corporation, or 
For existing guidance, see Notice           to determine whether a transaction must     beneficiary of a trust who receives a 
2009-55, 2009-31 I.R.B. 170, available      be disclosed. The request for a ruling      timely Schedule K-1 less than 10 
at IRS.gov/pub/irs-irbs/irb09-31.pdf. The   must be submitted to the IRS by the         calendar days before your return due 
IRS may issue a new, or update the          date Form 8886 would otherwise be           date (including extensions) and, based 
existing, notice, regulation, or other form required to be filed. See Regulations       on receipt of the timely Schedule K-1, 
                                            section 1.6011-4(f). For more               you determine that you participated in a 
                                                                                        reportable transaction, Form 8886 will 

Instructions for Form 8886 (Rev. December 2019)               -3-

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not be considered late if you file Form     attachment to your income tax return or      section 6662A and Notice 2005-12, 
8886 with OTSA within 60 days after the     information return for the first tax year in 2005-7 I.R.B. 494, available at 
due date of your return including           which the threshold amount is reached        IRS.gov/pub/irs-irbs/irb05-07.pdf.
extensions.                                 and to any subsequent income tax                A penalty under section 6707A is 
                                            return or information return that reflects   assessed for each failure by any 
Designation as a Listed                     any amount of section 165 loss from the      individual or entity required to file a 
Transaction and/or Transaction of           transaction.                                 Form 8886 if the individual or entity (a) 
Interest After Filing Tax Return                                                         fails to attach Form 8886 to the 
                                            Multiple Disclosures                         appropriate original, amended return, or 
If a transaction becomes a listed                                                        application for tentative refund; (b) fails 
transaction or a transaction of interest    If you are required to file Form 8886, 
after you file a tax return (including an   you must do so regardless of whether         to file the form with OTSA, if required; or 
amended return) reflecting your             you also plan to disclose the transaction    (c) files a form that fails to include all the 
participation in the listed transaction or  under other published guidance, for          information required (or includes 
transaction of interest and before the      example, Regulations section                 incorrect information). The Form 8886 
running of the period of limitations for    1.6662-3(c)(2).                              must be completed in its entirety with all 
                                                                                         required attachments to be considered 
assessment of tax for any tax year in                                                    complete. Do not enter “Information 
which you participated in the listed        Penalties
transaction or transaction of interest,     There is a monetary penalty under            provided upon request” or “Details 
then you must file Form 8886 according      section 6707A for the failure to include     available upon request,” or any similar 
to the following rules.                     on any return or statement any               statement in the space provided. 
• Listed Transaction entered into           information required to be disclosed         Inclusion of any such statements 
before August 3, 2007. If you entered       under section 6011 with respect to a         subjects you to penalty under sections 
into a transaction before August 3,         reportable transaction. Generally, the       6707A and 6662A.
2007, that later becomes a listed           penalty for failure to include information           If you are required to pay a 
transaction, then you must attach Form      with respect to a reportable transaction        !    penalty under section 6707A or 
8886 to the first tax return you file after is 75% of the reduction in the tax           CAUTION section 6662A, you may be 
the date the transaction became a listed    reported on the income tax return as a       required to disclose them on reports 
transaction. Also file Form 8886 with       result of participation in the transaction   filed with the Securities and Exchange 
OTSA as provided in Also file               or that would result if the transaction      Commission. If you do not disclose 
separately, earlier.                        were respected for federal tax               these penalties, you may incur 
• Listed Transaction entered into           purposes, but not less than $5,000 in        additional penalties under section 
after August 2, 2007. If you entered        the case of an individual and $10,000 in     6707A(e). For more information, see 
into a transaction after August 2, 2007,    any other case. The annual maximum           section 6707A(e) and Rev. Proc. 
that later becomes a listed transaction,    penalty for failure to disclose a            2005-51, 2005-33 I.R.B. 296, available 
then you must file Form 8886 with           reportable transaction, other than a         at IRS.gov/pub/irs-irbs/irb05-33.pdf, 
OTSA within 90 days after the date on       listed transaction, cannot exceed            amplified by Rev. Proc. 2007-25, 
which the transaction became a listed       $10,000 in the case of an individual, and    2007-12 I.R.B. 761, available at 
transaction.                                $50,000 in any other case. The               IRS.gov/pub/irs-irbs/irb07-12.pdf.
• Transaction of Interest entered           maximum annual penalty for failure to 
into after November 1, 2006. If you         include information with respect to a        Previously Undisclosed Listed 
entered into a transaction after            listed transaction is $100,000 in the        Transactions
November 1, 2006, that later becomes a      case of an individual and $200,000 in 
transaction of interest, then you must file any other case. This penalty is in           If you are required to disclose a listed 
Form 8886 with OTSA within 90 days          addition to any other penalty that may       transaction and fail to do so within the 
after the date on which the transaction     be imposed. For information, see             time and manner prescribed under 
became a transaction of interest.           section 6707A and Regs. 301.6707-1.          section 6011 and the related 
                                                                                         regulations, then under section 6501(c)
  However, the published guidance           If you have a reportable transaction         (10) the period to assess any tax with 
under which the transaction becomes a       understatement, an accuracy-related          respect to the listed transaction will be 
listed transaction or transaction of        penalty may be imposed under section         extended beyond the normal 
interest may also provide the time for      6662A. This penalty applies to the           assessment period until 1 year after the 
filing Form 8886. You must file Form        amount of the understatement that is         earlier of either:
8886 in the time and in the manner          attributable to any listed transaction and   •  The date you disclose the transaction 
stated above regardless of whether you      any reportable transaction (other than a     by filing Form 8886 in the manner 
participated in the transaction in the      listed transaction) with a significant tax   prescribed in Rev. Proc. 2005-26, 
year in which the transaction became a      avoidance purpose. The penalty               2005-17 I.R.B. 965, available at 
listed transaction or transaction of        increases for transactions that are not      IRS.gov/pub/irs-irbs/irb05-17.pdf (or 
interest.                                   disclosed on Form 8886 in accordance         subsequently published guidance); or
                                            with these instructions. If the transaction  •  The date that a material advisor 
Subsequent Loss Transactions                is not disclosed and a reportable            provides the information required under 
If a transaction becomes a loss             transaction understatement exists, you       section 6112 in response to a request 
transaction because the losses equal or     may not have a reasonable cause and          by the IRS under section 6112.
exceed the threshold amounts                good faith defense under section                Section 6501(c)(10) is effective for 
described earlier in Loss Transactions,     6664(d) with respect to the                  tax years with respect to which the 
Form 8886 must be filed as an               accuracy-related penalty under section       limitations period on assessment did not 
                                            6662A. For more information, see             expire prior to October 22, 2004. 

                                                            -4-               Instructions for Form 8886 (Rev. December 2019)

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Section 6501(c)(10) does not revive an statement that information will be statement. For a protective disclosure to
assessment period that expired prior to provided upon request is not considered be effective, you must properly
October 22, 2004. For more information, a complete disclosure statement. If complete and file Form 8886 and
see Rev. Proc. 2005-26. Form 8886 is not completed in provide all required information. See
accordance with these instructions and How To Complete Form 8886, earlier.
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)
Disclosure” followed by the tax year and If the information required exceeds you have participated (or may
tax return to which the disclosure the space provided, complete as much participate in the future). If you are
statement applies. For example, if the information as possible in the available reporting more than one transaction and
Form 8886 relates to your Form 1040 space and attach the remaining the transactions have different names,
for the 2002 tax year, you must include information on additional sheets. The enter all names in the space provided. If
the following statement: “Section additional sheets must be in the same additional space is needed, write “See
6501(c)(10) Disclosure; 2002 Form order as the lines to which they Additional List” and attach a list.
1040” on the form. The cover letter must correspond. You must also include your If you are filing Form 8886 to disclose
identify the tax return to which the name and identifying number at the top a transaction with a significant book-tax
disclosure statement relates and of each additional sheet. Do not write difference that was due prior to January
include the following statement signed “See Attached” on the form and provide 6, 2006, write “book-tax difference” in
under penalties of perjury by the all the information on an attached parentheses after the name of the
taxpayer and, if applicable, the paid statement. transaction on line 1a. If any other
preparer of Form 8886: “Under penalties disclosure category also applies, check
of perjury, I declare that I have Item A the appropriate box(es) on line 2.
examined this reportable transaction If you file more than one Form 8886 with
disclosure statement and, to the best of your return, sequentially number each of Line 1b
my knowledge and belief, this these forms and enter the statement Enter the first year that you participated
reportable transaction disclosure number for this Form 8886 (for example, in this transaction in year format
statement is true, correct, and complete. statement number 1 of 3). (YYYY). If you are reporting for more
Declaration of preparer (other than the than one transaction, enter all initial
taxpayer) is based on all information of Item B years in the space provided. If
which the preparer has any knowledge.” Enter the form number and year of the additional space is needed, write “See
Separate Forms 8886 and separate tax return with which this Form 8886 is Additional List” and attach a list.
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 Note. This may not be the same as the
undisclosed listed transaction. You year shown on the return (for example, year for which you are disclosing a
must also submit a copy of the form and 2007). If it is a fiscal year return, enter reportable transaction.
cover letter simultaneously to OTSA at the date the fiscal year ends using the
the OTSA address under When and MM/DD/YYYY format (for example, Line 1c
How To File, earlier. See Rev. Proc. 06/30/2008). Enter the 9-digit and/or 11-digit number
2005-26 for additional guidance.
provided to you. This number may be
Item C referred to as a registration number or
Specific Instructions Check all the box(es) that apply. reportable transaction number and may
begin with the letters “MA.” Reportable
Initial year filer. If this is the first year transactions can have more than one
How To Complete that you are filing a Form 8886 to number. If you have more than one
Form 8886 disclose this transaction, check this box number for this transaction, include all
In order to be considered complete, and file a duplicate copy of the form with numbers in the space provided. If
Form 8886 must be completed in its OTSA (see When and How To File, additional space is needed, write “See
entirety with all required attachments. earlier). Additional List” and attach a list.
To be considered complete, the Protective disclosure. You may
Reportable transaction numbers
information provided on the form must indicate that you are filing on a
(formerly known as tax shelter
describe the expected tax treatment protective basis by checking this box
registration numbers or registration
and all potential tax benefits expected to (under the option provided in
numbers) are issued to material
result from the transaction, describe any Regulations section 1.6011-4(f)).
advisors who file a statement disclosing
tax result protection with respect to the Generally, the IRS will not treat a Form
a reportable transaction under section
transaction, and identify and describe 8886 filed on a protective basis any
6111. Material advisors are required to
the transaction in sufficient detail for the differently from other Forms 8886. An
provide this number to investors/
IRS to be able to understand the tax incomplete form containing a statement
advisees.
structure of the reportable transaction that information will be provided on
and identify all parties involved in the request is not a complete disclosure
transaction. A Form 8886 containing a

Instructions for Form 8886 (Rev. December 2019) -5-

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Line 2 corporation, or trust. In addition, if the “Other” box for tax benefits not
Check the box(es) for all categories that entity is foreign, check the box for specifically identified by a box and
apply to the transaction being reported. “Foreign.” On line 5b, provide the full identify the tax benefits in the space
The reportable transaction categories name of the entity. On line 5c, enter the provided (for example, status as an
are described under Participation in a entity's EIN (if known). Use hyphens entity exempt from federal income
Reportable Transaction, earlier. when entering the EIN. On line 5d, enter taxation). If you need more space,
the date you received the Schedule K-1 follow the instructions under How To
Note. The category for significant from the entity. Enter “none” if Complete Form 8886, earlier.
book-tax difference transactions has Schedule K-1 was not received. If you
been eliminated by Notice 2006-6. are reporting more than one entity, use Line 7b
Transactions with a significant book-tax a separate column for each entity. Tax benefit(s) from the transaction is the
difference that would have been Attach additional sheets for more than total anticipated dollar amount of all
required to be disclosed after January 5, two entities. items checked in line 7a, over the entire
2006, are no longer reportable anticipated life of the transaction.
transactions. Line 6
However, if the transaction is also a Enter the name, address, and social Line 7c
transaction described in any of the security number (SSN) or EIN (if known) Enter the number of tax years you
remaining reportable transaction for each individual or entity to whom you anticipate it will take for you to claim the
categories, it must still be disclosed and paid a fee with regard to the transaction above total tax benefits from this
the box for all appropriate categories if that individual or entity promoted, transaction.
(that is, a, b, c, d, or e) must be solicited, or recommended your
checked. participation in the transaction, or Line 7d
provided tax advice related to the
Total investment or basis in the
For more details, see Notice 2006-6. transaction. Also, enter the approximate
transaction is the total of the amounts
Note. The category for brief asset fees paid to each of the individuals or
you paid related to this transaction
holding period has been eliminated for entities. These fees include payment in
which includes cash, fair market value
transactions entered into on or after whatever form, whether in cash or in
of property or services transferred or
August 3, 2007. However, this does not kind, for a tax strategy or for advice
acquired, adjustments to basis,
relieve taxpayers of any disclosure (whether or not tax advice). Fees also
valuation of notes, obligations, shares,
obligations for brief asset holding include consideration for services to:
or other securities.
transactions that were entered into • Analyze the transaction (whether or
before August 3, 2007. The rules for not related to the tax consequences of
brief asset holding period reportable the transaction), Line 7e
transactions entered into before August • Implement the transaction, Describe the reportable transaction you
3, 2007, are contained in Regulations • Document the transaction, or entered into and the relevant facts and
section 1.6011-4 in effect prior to • Prepare tax returns to the extent the tax benefits for all affected years that
August 3, 2007. return preparation fees are caused the transaction to be reportable.
unreasonable. Describe each step of the transaction
If the transaction is a listed including all information known to you.
You are also treated as paying fees Include in your description other parties
CAUTION interest, you must check the
! transaction or transaction of to an advisor if you know or should to the transaction and, if known,
know that an amount you paid will be
listed transaction box or transaction of assumptions of liabilities or other
paid indirectly to the advisor, such as
interest box in addition to any others obligations, satisfaction of liabilities or
through a referral fee or fee-sharing
that may apply. obligations, sales of property or
arrangement. A fee does not include interests in property, the formation and
amounts paid to a person, including an dissolution of entities, and any
Line 3 advisor, in that person's capacity as a agreements between or among parties
Identify the notice, revenue ruling, party to the transaction. to the transaction. Also describe any tax
regulation, announcement, or other result protection with respect to the
published guidance that identified the Line 7a transaction. The term “tax result
transaction as a listed transaction or a Please check the box representing the protection” includes insurance company
transaction of interest. For listed type of tax benefit the transaction will and other third-party products
transactions, identify the guidance as reflect on your tax return. There may be commonly described as tax result
shown in Notice 2009-59, or later IRS more than one tax benefit to your insurance. Include, if known, the
guidance. transaction. A tax benefit includes but is relevant dates and the amounts
not limited to the following: deductions, involved in the steps described.
Line 4 exclusions from gross income, Amounts involved include cash, fair
Do not report more than one transaction nonrecognition of gain, tax credits, market value of property or services
on this form unless the transactions are adjustments (or absence of transferred or acquired, adjustments to
the same or substantially similar. See adjustments) to the basis of property, basis, valuation of notes, obligations,
Substantially Similar, earlier. status as an entity exempt from federal shares, or other securities. Describe, if
income taxation, and any other tax known, the relationship between the
Line 5 consequences that may reduce a steps of the transaction and how each
If you participated in the transaction taxpayer's federal income tax liability by step relates to why the transaction is
through other entities, indicate whether affecting the amount, timing, character, reportable. Your description should
each entity is a partnership, S or source of any item of income, gain, include the relevance, if known, of any
expense, loss, or credit. Check the

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party (including but not limited to or related entities involved in the The time needed to complete and file
participants in the transaction) listed in transaction. Check the applicable this form will vary depending on
line 8. box(es) for the type of entity. Attach individual circumstances. The estimated
Describe the economic and business additional sheets where appropriate. burden for individual taxpayers filing this
reasons for the transaction and its Provide all information, including the form is approved under OMB control
structure. Describe market or business name, EIN or SSN (include hyphens), number 1545-0074 and is included in
conditions creating the tax benefit(s) or and address, if known. the estimates shown in the instructions
for their individual income tax return.
consequence(s) and the transaction's Include a brief description of each The estimated burden for all other
financial reporting, if known. listed individual's and each entity's taxpayers who file this form is shown
If you checked box 2b, explain how involvement in the transaction below.
your disclosure of information (purchaser, lender, seller, broker, etc.).
concerning the transaction was limited Provide the country of incorporation or
(for example, by contract or verbal existence for each foreign entity, if Recordkeeping 10 hr., 16 min.
agreement) and the nature and extent of known. Describe the relationship Learning about the law or
the disclosure limitations. See between you and any related entity and the form 4 hr., 50 min.
Regulations section 1.6011-4(b)(3) for between or among any related entities Preparing, copying,
more details. (as described in section 267(b) or assembling, and sending
If you checked box 2c, describe the 707(b)). the form to the IRS 6 hr., 25 min.

terms of the contractual protection. See If you have comments concerning the
Regulations section 1.6011-4(b)(4) for Paperwork Reduction Act Notice.
more details. You are not required to provide the accuracy of these time estimates or
information requested on a form that is suggestions for making this form
If you checked box 2d, explain how simpler, we would be happy to hear
subject to the Paperwork Reduction Act
you calculated the basis of the asset for from you. You can send us comments
unless the form displays a valid OMB
which there was a loss. from IRS.gov/FormComments. Or you
control number. Books or records
If you need more space, follow the relating to a form or its instructions must can write to the Internal Revenue
instructions under How To Complete be retained as long as their contents Service, Tax Forms and Publications,
Form 8886, earlier. may become material in the 1111 Constitution Ave. NW, IR-6526,
administration of any Internal Revenue Washington, DC 20224.
Line 8 law. Generally, tax returns and return
List all individuals involved in the information are confidential, as required
transaction. List all tax-exempt, foreign, by section 6103.

Instructions for Form 8886 (Rev. December 2019) -7-

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