Printable Form 2026

IRS Form 8023 – IRS Forms, Instructions, Pubs 2026

IRS Form 8023 – IRS Forms, Instructions, Pubs 2026 – If your corporation has completed a qualified stock purchase (QSP) of another corporation, IRS Form 8023 allows you to make critical tax elections under Section 338 of the Internal Revenue Code. These elections can treat a stock purchase as an asset purchase, enabling a step-up in basis for the target corporation’s assets and potentially significant tax benefits.

This comprehensive, up-to-date guide (based on the official IRS Form 8023, Rev. October 2023, and Instructions for Form 8023, Rev. October 2023) explains everything you need to know about Form 8023, including who files it, deadlines, step-by-step completion instructions, filing methods (including the current fax option), and special rules for S corporations, consolidated groups, and foreign entities.

Download the official form here: IRS Form 8023 PDF.

What Is IRS Form 8023?

Form 8023, titled Elections Under Section 338 for Corporations Making Qualified Stock Purchases, is the official IRS document used by purchasing corporations to elect Section 338 treatment following a QSP.

  • A Section 338(g) election treats the target (“old target”) as selling all its assets on the acquisition date and the “new target” as purchasing them the next day. The old target recognizes gain or loss on the deemed asset sale.
  • A Section 338(h)(10) election treats the target as selling its assets and then liquidating. This joint election is available only in specific cases (e.g., sales by consolidated groups, selling affiliates, or S corporation shareholders) and often avoids double taxation for sellers.

The form is filed directly with the IRS (not attached to a tax return) and must be signed under penalties of perjury.

Related forms:

  • Form 8883 (Asset Allocation Statement Under Section 338) — filed to allocate the purchase price among assets.
  • Form 5471 — for certain foreign targets or purchasers.

What Is a Qualified Stock Purchase (QSP)?

A QSP occurs when one corporation purchases at least 80% (by voting power and value) of the target corporation’s stock during a 12-month acquisition period.

Key rules (per IRC Section 338(h)(3) and regulations):

  • Only “purchases” count (generally cash or property exchanges; certain carryover-basis acquisitions are excluded).
  • Preferred stock described in Section 1504(a)(4) is disregarded for the 80% test.
  • Acquisition date = the first day on which the 80% threshold is met.

The 12-month period begins on the date of the first stock purchase included in the QSP.

Section 338(g) vs. Section 338(h)(10): Which Election Should You Make?

Feature Section 338(g) Election Section 338(h)(10) Election
Who makes the election Purchaser unilaterally Joint: Purchaser + Seller(s)
Tax treatment Old target deemed to sell assets; new target steps up basis Old target deemed to sell assets and liquidate; shareholders treated as selling stock in a liquidation
Seller impact No direct effect on seller’s tax Seller recognizes gain/loss on stock (often single level of tax for S corps or consolidated groups)
Availability Any QSP Only from selling consolidated group, selling affiliate, or S corporation shareholders
Form 8023 line Line 7 Line 6
Gain recognition election Optional (Line 8) Deemed made

Benefits of a 338 election typically include a step-up in asset basis for the buyer (higher future depreciation/amortization) in exchange for the seller recognizing immediate gain.

Who Must File Form 8023?

  • General rule: The purchasing corporation files for each target.
  • Section 338(h)(10): Must be filed jointly. The common parent of the selling consolidated group (or selling affiliate or all S corporation shareholders) must also sign.
  • S corporation targets: All shareholders (even non-selling ones) must join the (h)(10) election.
  • Multiple purchasers: Each member of the purchasing affiliated group must sign (or use a signature attachment).
  • Foreign entities: Special rules apply (see below).

One Form 8023 can cover multiple targets if they share the same acquisition date and were/are members of the same affiliated group before and after the purchase.

Step-by-Step: How to Complete IRS Form 8023?

Section A-1 & A-2: Purchasing corporation and its common parent (if any). Check foreign-entity boxes as applicable.

Section B: Target corporation details. Check if foreign.

Section C: Required for (h)(10) elections or if target was in a consolidated group or was a CFC. List common parent/selling affiliate/S corp shareholders/U.S. shareholders of foreign target.

Section D:

  • Acquisition date (MM/DD/YYYY)
  • Percentage of stock purchased during the 12-month period and on the acquisition date

Section E:

  • Line 6: Section 338(h)(10) election
  • Line 7: Regular Section 338 election
  • Line 8: Gain recognition election (if Line 7 checked)
  • Line 9: Additional targets (attach schedule)

Signatures:

  • Purchasing corporation(s)
  • For (h)(10): Selling group parent or S corp shareholders
  • Use “SIGNATURE ATTACHMENT” for multiple signers, each with perjury declaration.

Filing Deadlines and Methods (2026 Update)

Deadline: The 15th day of the 9th month after the month of the acquisition date (e.g., acquisition on March 15, 2026 → due December 15, 2026).

Filing options (current as of 2026):

  1. Fax (temporary procedure, until further notice): Fax to 844-253-9765 (toll-free). Limit 100 pages. Use cover sheet with “Subject: Form 8023”, sender name/title/phone/address, date, and page count. Do not include EIN/SSN on cover sheet. Sign before faxing.
  2. Mail: Internal Revenue Service, OTSA Mail Stop 4916, 1973 Rulon White Blvd., Ogden, UT 84201.

No confirmation is provided for fax; retain your transmission log.

Late relief: Automatic extensions may be available under Rev. Proc. 2003-33 (file within 12 months of discovering the failure with a perjury statement).

  • Schedules for additional targets, multiple shareholders, gain recognition election (with specific declaration), foreign stock purchases, and notified U.S. persons (for CFCs/PFICs/FPHCs).
  • Form 8883 must generally be filed by both purchaser and seller to allocate consideration.
  • For foreign targets/CFCs: Written notification to affected U.S. persons required; attach to Form 5471.

Special Rules for Foreign Corporations, S Corps, and Consolidated Groups

  • Foreign purchasing corporation: May have special filing rules under Reg. §1.338-2(e)(3). U.S. shareholders may need to file with Form 5471.
  • Foreign target that is/was a CFC: Election invalid without proper notification to U.S. persons.
  • S corporations: All shareholders must consent to (h)(10); attach shareholder schedule.
  • Consolidated groups: Common parent signs as agent.

Common Mistakes to Avoid

  • Missing joint signatures for (h)(10) elections.
  • Filing after the strict 9-month deadline without relief.
  • Forgetting Form 8883 or proper asset allocation.
  • Incorrect percentages or dates in Section D.
  • Failing to notify U.S. persons for foreign targets.

Always consult a qualified tax professional or CPA experienced in M&A tax structuring, as Section 338 elections are irrevocable and have permanent tax consequences.

FAQs About IRS Form 8023

  • Can I revoke a Section 338 election?
    No, once made and timely filed, it is generally irrevocable.
  • Do I attach Form 8023 to my tax return?
    No — it is filed separately with the Ogden Service Center (or faxed).
  • Is there an extension for filing Form 8023?
    Automatic relief is available under Rev. Proc. 2003-33 in many cases.
  • What if the target is an S corporation?
    A Section 338(h)(10) election requires unanimous shareholder consent.
  • Where can I find the latest form and instructions?
    Always use IRS.gov: About Form 8023 and Instructions for Form 8023.

Final Thoughts and Resources

Making the right Section 338 election via IRS Form 8023 can deliver substantial tax savings in corporate acquisitions — but the rules are technical and deadlines are unforgiving.

For the most current information:

  • Official Form & Instructions: IRS.gov/Form8023
  • Fax procedure announcement (2025): IRS Newsroom

Important: This article is for informational purposes only and is not tax or legal advice. Tax laws change, and your specific situation requires professional guidance from a licensed tax advisor or attorney.

Last updated: February 2026. All information sourced directly from official IRS publications (Form 8023 Rev. Oct. 2023 and Instructions Rev. Oct. 2023).

Optimize your next corporate acquisition with confidence — understand Form 8023 and Section 338 elections today.