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                                  Consent To Extend the Time To Assess Tax Under                                      OMB No. 1545-1395
Form  8838                              Section 367—Gain Recognition Agreement 
Department of the Treasury                                 
(Rev. December 2012)                                       ▶ Attach to your income tax return.                        Attachment   
Internal Revenue Service              ▶ Information about Form 8838 and its instructions is at www.irs.gov/form8838.  Sequence No. 145 
Name(s) of consenting taxpayer(s)                                                              Identifying number (see instructions)

                                                                                               Social security number of spouse (only if a joint  income tax 
                                                                                               return was filed) 

Number, street, and room or suite no. (If a P.O. box, see instructions.)

City or town, state, and ZIP code

The taxpayer(s) listed above and the Commissioner of Internal Revenue, pursuant to the regulations under section 367, agree to the 
following: 
1     The amount of any federal income tax due relating to the transfer described in item 5, below, on any income tax return made 
      by or for the above taxpayer(s) for the tax year ended                    ,                   ,                 , may be 
                                                                          month                day                year
      assessed at any time on or before                                 ,       ,                   , (expiration date—see instructions). 
                                                          month           day                  year
2     This consent establishes an extended period for assessing tax. The expiration of the extended period may be suspended or 
      otherwise affected by the operation of law in the same manner as the original period. For example, if a notice of deficiency in
      tax  covered  by  this  consent  is  issued,  the  period  for  assessing  tax  will  not  end  prior  to  the  end  of  the  suspension  period 
      provided for by section 6503(a), plus any time that remains in the assessment period, as extended, at the time the suspension 
      takes effect. Under no circumstances will this consent reduce the period of time otherwise provided by law for making an 
      assessment. 
3     The consenting taxpayer(s) may file a claim for credit or refund for the tax assessed by reason of this consent within 6 months
      after the period ends for assessing tax established by this consent. 
4     The amount of any deficiency assessment covered by this consent will be limited to the amount of any federal income tax due 
      relating to the recognition of gain on the transfer described in item 5, including any penalties, additions to tax, and interest 
      attributable thereto and consequential changes to other items based on that adjustment. 
5     Complete the following information (see instructions): 
a     Date of transfer 
b     Description of the property transferred

c     Name of transferee and identifying number, if any 

Under penalties of perjury, I declare that I have examined this consent, including accompanying statements and schedules, and to the best of my knowledge and belief, it is 
true, correct, and complete. A signed consent, properly completed in accordance with this form and its instructions, is deemed to have been executed by the  
Commissioner of Internal Revenue. 
▲                                                                                              ▲

      Signature of consenting taxpayer (see instructions)                                       Date
▲                                                                                              ▲

      Signature of spouse (complete only if a joint return is filed)                            Date
▲                                                                                              ▲

      Taxpayer’s representative sign here                                                       Date
▲                                                                                              ▲

      Corporate officer(s) sign here                                                            Date

For Paperwork Reduction Act Notice, see the instructions.                       Cat. No. 20471F                       Form  8838 (Rev. 12-2012)

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Form 8838 (Rev. 12-2012) Page 2
Liquidations under section 367(e)(2). Domestic liquidating
General Instructions corporations and foreign distributee corporations must agree to extend
Section references are to the Internal Revenue Code unless otherwise the statute for liquidations described in section 367(e)(2) for at least 3
noted. years after the date on which all items of property distributed to the
foreign distributee are no longer used in a trade or business within the
Future Developments United States. However, the period of extension may not exceed 13
For the latest information about developments related to Form 8838 and years from the filing of the original U.S. income tax return for the tax
its instructions, such as legislation enacted after they were published, year of the last distribution of any item of property included in the
go to www.irs.gov/form8838. liquidation.
Line 5
Purpose of Form
If Form 8838 is filed by a successor U.S. transferor because of a
Form 8838 must be used for gain recognition agreements under transaction described in Regulations section 1.367(a)-8(k), the
sections 367(a) and 367(e)(2). information required in lines a, b, and c refers to the initial transfer.
For more information about transfers of stock and securities to a Signature
foreign corporation described in section 367(a), see Regulations
sections 1.367(a)-3 and 1.367(a)-8. For information about a liquidation of Joint returns. If this consent is made for any year for which a joint
a domestic subsidiary into a foreign parent under section 332, see income tax return is filed, both husband and wife must sign Form 8838
Regulations section 1.367(e)-2. unless one, acting under a power of attorney, signs as an agent for the
Consent to extend the time to assess tax. Although you are not other.
required to extend the period of limitations under the terms and Corporation. If the taxpayer is a corporation, a responsible officer of the
conditions provided in this form, failure to do so in a timely manner will corporation must sign the return and show his or her title. Affiliated
invalidate the gain recognition agreement and the transfer of property groups filing a consolidated income tax return should see Regulations
will be treated as a taxable exchange as required by Regulations section 1.1502-77 for rules about a common parent signing as an agent
sections 1.367(a)-8(c) and 1.367(a)-8(j). for subsidiaries and alternative agents for affiliated groups. Also see
Regulations section 1.367(a)-(8)(d)(3).
Who Must File Attorney or Agent.If you are an attorney or agent of the taxpayer(s),
A United States transferor must file Form 8838 (or a similar statement) if you may sign this consent if that action is specifically authorized by a
it enters into a gain recognition agreement pursuant to section 367(a) power of attorney. Form 2848, Power of Attorney and Declaration of
with respect to the transferred property. Representative, provides the authority on line 5, Acts authorized. Attach
For purposes of section 367(a), the term “United States transferor” a copy of Form 2848 with Form 8838.
includes: Fiduciaries. If you are acting as a trustee and you sign this consent,
• A citizen or resident of the United States. you must attach a copy of Form 56, Notice Concerning Fiduciary
Relationship, and the trust instrument. If you are acting as an executor,
• A domestic corporation. administrator, or other fiduciary of an estate, you must attach a copy of
• A U.S. citizen, resident, or domestic corporation that is directly or Form 56, and the certified copy of letters of testamentary or court
indirectly a partner in a domestic or foreign partnership that transfers certificate certifying as to the present status of the estate, including the
property to a foreign corporation. See Temporary Regulations section name of the present fiduciary and capacity.
1.367(a)-1T(c)(3). Bankruptcy case under Title 11, United States Code. The trustee
• Any estate or trust (other than a foreign estate or trust under section must sign the consent in a case under Title 11 if the trustee has
7701(a)(31)). possession of, or holds title to, all or substantially all of the property or
In the case of an exchange described in section 361(a) or 361(b) that business of a corporation.
is subject to section 367(a)(5), see Regulations sections 1.367(a)-8(f) and
1.367(a)-3(e). Paperwork Reduction Act Notice
The domestic corporation and distributee foreign corporation must We ask for the information on this form to carry out the Internal
file Form 8838 (or a similar statement) if a gain recognition agreement Revenue laws of the United States. You are required to give us the
under section 367(e)(2) is entered into. information. We need it to ensure that you are complying with these
laws and to allow us to figure and collect the right amount of tax.
How To File You are not required to provide the information requested on a form
Attach Form 8838 to the U.S. transferor’s income tax return for the tax that is subject to the Paperwork Reduction Act unless the form displays
year the transfer is made. a valid OMB control number. Books or records relating to a form or its
instructions must be retained as long as their content may become
material in the administration of any Internal Revenue law. Generally,
Specific Instructions tax returns and return information are confidential, as required by Code
Identifying Number section 6103.
The time needed to complete and file this form will vary depending
The identifying number of an individual is the social security number. on individual circumstances. The estimated burden for individual
For all other taxpayers, it is the employer identification number. taxpayers filing this form is approved under OMB control number
Address 1545-0074 and is included in the estimates shown in the instructions for
their individual income tax return. The estimated burden for all other
Include the suite, room, or other unit number after the street address. If taxpayers who file this form is shown below.
the Post Office does not deliver mail to the street address and the
transferor has a P.O. box, show the box number instead. Recordkeeping . . . . . . . . . . . . 4 hr., 18 min.
Learning about the law or the form . . . . . . 1 hr., 53 min.
Line 1
Preparing the form . . . . . . . . . . . 2 hr., 2 min.
The correct expiration date to be entered on line 1 depends on the type Copying, assembling, and sending
of transaction. the form to the IRS . . . . . . . . . . . . . 0 min.
Transfers under section 367(a). A U.S. transferor must agree to If you have comments concerning the accuracy of these time
extend the statute on transfers described in section 367(a) for at least 8 estimates or suggestions for making this form simpler, we would be
tax years following the tax year of the transfer. happy to hear from you. See the instructions for the tax return with
which this form is filed.

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