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The Directory of Major IRS Tax Forms

Use Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases, to: make elections under section 338 for a corporation (the “target” corporation) if the purchasing corporation has made a qualified stock purchase (QSP) of the target corporation.

If a section 338(g) election is made for the target, the target is treated for purposes of Subtitle A of the Code as having sold all of its assets on the acquisition date and then as having purchased the assets as a new corporation (“new” target) on the day after the acquisition date. (For periods on or before the acquisition date, the target is sometimes referred to as the “old” target.) In addition, the target must recognize gain or loss on the deemed sale of its assets.

If a section 338(h)(10) election is made for the target, the target generally is treated as making the deemed sale and liquidating. The treatment of the target shareholders generally is consistent with the sale and liquidation treatment. A section 338(h)(10) election cannot be made for a target corporation unless it is acquired from a selling consolidated group, a selling affiliate (as defined in Regulations section 1.338(h)(10)- 1(b)(3)), or an S corporation shareholder (or shareholders).

This form may be downloaded directly from the IRS website. To open or download, in PDF format, simply click on the link below: