New Tax Reporting Requirements for Corporate Actions Affecting Stock Basis


Beginning in 2011, pursuant to regulations issued under Internal Revenue Code Section 6045B, any domestic or foreign, public or private corporation that completes a corporate action that affects the tax basis in its outstanding stock must report certain information regarding that action. The corporation may comply with these new reporting requirements by either 1) filing a return with IRS and delivering notice to each holder of the affected stock, or 2) posting the required information on its website.

Pursuant to Section 6045B and regulations issued thereunder, a corporation must file a return with the IRS describing any corporate action undertaken by it that affects the tax basis of its outstanding stock (such as a stock split, merger, acquisition, recapitalization, or in some cases, a redemption or distribution). The return must describe the corporate action, its quantitative effect on the basis of the stock, and certain other information. The corporation must file the return with the IRS within 45 days after the date of the corporate action or, if earlier, by January 15 of the calendar year after the corporate action.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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