Part I: reporting corporation
Lines 1a to 1c for its name, address and EIN, and lines 2a to 2c for its common parent, if any.
8806
Information Return for Acquisition of Control or Substantial Change in Capital Structure
- Agency
- IRS
- Revision
- Rev. October 2016
- Fillable fields
- 38
- Pages
- 4
- Official source
- IRS form page
- Checked
- October 21, 2026
Form 8806: Acquisition of Control or Substantial Change in Capital Structure
Form 8806, Information Return for Acquisition of Control or Substantial Change in Capital Structure, is filed by a corporation. The IRS page says a reporting corporation files it to report an acquisition of control or a substantial change in the capital structure of a domestic corporation. The instructions add that the filing applies when the reporting corporation or any shareholder is required to recognize gain (if any) under section 367(a) as a result of the transaction.
The form identifies the reporting corporation and the acquiring corporation, describes the transaction, and asks whether the corporation consents to the IRS publishing certain details to help brokers with their own reporting. A corporation that files Form 8806 also files Form 1099-CAP for certain shareholders.
The PDF opens with a coversheet saying that, until further notice, Form 8806 is sent to the IRS by fax and can no longer be mailed. The instructions are on pages 2 and 3. You can fill out the PDF free in your browser on this page and download it without an account.
What's on Form 8806
Part II: acquiring corporation
Lines 3a to 3c for its name, address and EIN, line 3d asking whether it was newly formed before the transaction, and lines 4a to 4c for its common parent.
Part III: the transaction
Line 5 for the date and a description of the transaction. Line 6 asks whether shareholders received stock or other property and, if so, its fair market value and description.
Signature and paid preparer
The officer's signature and date, and the paid preparer's name, signature, PTIN, firm name, firm EIN, address and phone.
Part IV: consent election
Line 7 asks whether the corporation consents to the IRS publishing its name, address, transaction date, shares affected and amounts paid per share, with a separate officer signature.
How to fill out Form 8806
- 1
Parts I and II
Enter each corporation's name, address and EIN. The instructions say an EIN is not required if the corporation does not have, and is not otherwise required to have, one.
- 2
Common parents
Complete lines 2a and 2b if the reporting corporation was a subsidiary member of a consolidated group just before the transaction, and lines 4a and 4b for the acquiring corporation's group.
- 3
Part III
Enter the transaction date and description. Answer line 6a, and if the answer is Yes, give the fair market value and a description of the stock or property received.
- 4
Part IV
Check Yes or No on line 7. The instructions say corporations that consent are not required to file Form 1099-CAP for shareholders that are clearing organizations.
- 5
Sign
An officer signs and dates the return, and a paid preparer completes their section if one was used. An officer also signs Part IV.
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When and how to send it, and penalties
Send by fax
The coversheet says submissions of Form 8806 are now sent to the IRS by fax and the form can no longer be mailed. Fax Form 8806 to: 844-249-6232. The IRS page lists this as a recent development dated 25-JUL-2022.
Mailing address in the instructions
Page 2 still prints a Washington, DC mailing address for the Large Business and International Division, but the coversheet says the form can no longer be mailed.
When to file
The instructions say to file within 45 days after the transaction, or if earlier by January 5th of the year following the calendar year in which it occurred.
Penalty
If a correct Form 8806 is not filed by the due date of the corporation's income tax return, including extensions, the instructions say it may be penalized $500 for each day, up to $100,000, unless due to reasonable cause.
Form 1099-CAP
A corporation filing Form 8806 also files Form 1099-CAP for certain shareholders of record who receive cash or other property for their stock.
Related forms
Who files Form 8806?
This is a corporate information return. It is signed by an officer of the corporation, and a paid preparer section is included.
Official sources and the blank
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Questions about Form 8806
Who files Form 8806?
The reporting corporation. If it transfers substantially all of its assets in a substantial change in capital structure and does not file, the instructions say the acquiring corporation files.
Can Form 8806 still be mailed?
No. The coversheet on the PDF says it is sent by fax to 844-249-6232 and can no longer be mailed.
What is control for this form?
The instructions say control means owning stock with at least 50% of the total combined voting power of all voting classes, or at least 50% of the total value of all classes of stock.
What dollar threshold applies?
The instructions use $100 million or more: the fair market value of stock acquired for an acquisition of control, or the cash and property provided to shareholders for a substantial change in capital structure.
What does the consent election do?
It lets the IRS publish limited details of the transaction on its website or in a publication, to help brokers meet their reporting obligations under Regulations section 1.6043-4(b).
How is Form 8806 related to Form 1099-CAP?
The instructions say a corporation required to file Form 8806 also files Form 1099-CAP for certain shareholders, and that the two are treated as one return for the failure to file penalty.