Instructions for Form 8886

Instructions for Form 8886

Department of the Treasury

Internal Revenue Service

(Rev. October 2022)

Reportable Transaction Disclosure Statement

Section references are to the Internal Revenue

Code unless otherwise noted.

Future Developments

For the latest information about

developments related to Form 8886 and

its instructions, such as legislation

enacted after they were published, go to

IRS.gov/Form8886.

General Instructions

Which form and instructions to use.

Use the latest Form 8886 with the latest

Instructions for Form 8886 available on

IRS.gov.

Purpose of Form

Use Form 8886 to disclose information

for each reportable transaction in which

you participated. See Participation in a

Reportable Transaction, later, to

determine if you participated in a

reportable transaction. For more

information on the disclosure rules, see

Regulations section 1.6011-4.

Generally, you must file a separate

Form 8886 for each reportable

transaction. However, you may report

more than one transaction on one form

if the transactions are the same or

substantially similar. See the definition

of substantially similar below.

The fact that a transaction must be

reported on this form does not mean the

tax benefits from the transaction will be

disallowed.

Prohibited tax shelter transactions.

Generally, the term "prohibited tax

shelter transaction" means listed

transactions, transactions with

contractual protection, or confidential

transactions. See the definitions of

these categories below. There may be

additional disclosure requirements for

tax-exempt entities with respect to these

types of transactions. If you are a

tax-exempt entity and you are a party to

a prohibited tax shelter transaction, you

may be required to file Form 8886-T,

Disclosure by Tax-Exempt Entity

Regarding Prohibited Tax Shelter

Transaction, in addition to filing Form

8886. For more information, see the

Instructions for Form 8886-T.

Sep 27, 2022

Definitions

Transaction

A transaction includes all of the factual

elements relevant to the expected tax

treatment of any investment, entity,

plan, or arrangement and it includes any

series of steps carried out as part of a

plan.

Substantially Similar

A transaction is substantially similar to

another transaction if it is expected to

obtain the same or similar types of tax

consequences and is either factually

similar or based on the same or similar

tax strategy. Receipt of an opinion

regarding the tax consequences of the

transaction is not relevant to the

determination of whether the transaction

is the same as or substantially similar to

another transaction. Further, the term

“substantially similar” must be broadly

construed in favor of disclosure. See

Regulations section 1.6011-4(c)(4) for

examples.

Tax Benefit

A tax benefit includes deductions,

exclusions from gross income,

nonrecognition of gain, tax credits,

adjustments (or the absence of

adjustments) to the basis of property,

status as an entity exempt from federal

income taxation, and any other tax

consequences that may reduce a

taxpayer's federal tax liability by

affecting the amount, timing, character,

or source of any item of income, gain,

expense, loss, or credit.

Tax Structure

The tax structure of a transaction is any

fact that may be relevant to

understanding the purported or claimed

federal income tax treatment of the

transaction.

Who Must File

Any taxpayer, including an individual,

trust, estate, partnership, S corporation,

or other corporation, that participates in

a reportable transaction and is required

to file a federal tax return or information

return must file Form 8886. However, a

regulated investment company (RIC)

(as defined in section 851) or an

investment vehicle that is at least 95%

owned by one or more RICs at all times

Cat. No. 34911S

during the course of a transaction is not

required to file Form 8886 for any

transaction other than a listed

transaction (as defined below) or a

transaction of interest (as defined later).

Participation in a

Reportable Transaction

A reportable transaction is a transaction

described in one or more of the

following categories.

Listed Transactions

A listed transaction is a transaction that

is the same as or substantially similar to

one of the types of transactions that the

IRS has determined to be a tax

avoidance transaction. These

transactions are identified by notice,

regulation, or other form of published

guidance as a listed transaction. For

existing guidance, see Notice 2009-59,

2009-31 I.R.B. 170, available at

IRS.gov/pub/irs-irbs/irb09-31.pdf. For

updates to this list, go to the IRS web

page at IRS.gov/Businesses/

Corporations/Abusive-Tax-Sheltersand-Transactions. The listed

transactions will also be periodically

updated in future issues of the Internal

Revenue Bulletin. You can find a notice

or ruling in the Internal Revenue Bulletin

at IRS.gov/pub/irs-irbs/irbXX-YY.pdf,

where XX is the two-digit year and YY is

the two-digit bulletin number. For

example, you can find Notice 2009-59,

2009-31 I.R.B. 170, at IRS.gov/pub/irsirbs/irb09-31.pdf.

You have participated in a listed

transaction if any of the following

applies.

• Your tax return reflects tax

consequences or a tax strategy

described in published guidance that

lists the transaction.

• You know or have reason to know

that tax benefits reflected on your tax

return are derived directly or indirectly

from such tax consequences or tax

strategy.

• You are in a type or class of

individuals or entities that published

guidance treats as participants in a

listed transaction.

Exception. If you participated in a

transaction that is the same as or

substantially similar to the transaction

described in Notice 2002-35, 2002-21

I.R.B. 992, available at IRS.gov/pub/irsirbs/irb02-21.pdf (tax avoidance using

notional principal contracts), solely as a

result of your direct or indirect interest in

a pass-through entity, you are not

required to disclose the transaction on

Form 8886. For more information, see

Notice 2006-16, 2006-9 I.R.B. 538,

available at IRS.gov/pub/irs-irbs/

irb06-09.pdf.

Confidential Transactions

A confidential transaction is a

transaction that is offered to you or a

related party (as described in section

267(b) or 707(b)) under conditions of

confidentiality and for which you or a

related party paid an advisor a minimum

fee (defined below). A transaction is

considered to be offered under

conditions of confidentiality if the

advisor places a limitation on your

disclosure of the tax treatment or tax

structure of the transaction and the

limitation on disclosure protects the

confidentiality of the advisor's tax

strategies. The transaction is treated as

confidential even if the conditions of

confidentiality are not legally binding on

you. See Regulations section

1.6011-4(b)(3) for more information.

Minimum fee. For a corporation

(excluding S corporations), or a

partnership or trust in which all of the

owners or beneficiaries are corporations

(excluding S corporations), the

minimum fee is $250,000. For all others,

the minimum fee is $50,000.

The minimum fee includes all fees for

a tax strategy, for advice (whether or not

tax advice), or for the implementation of

a transaction. Fees include payment in

whatever form paid, whether in cash or

in kind, for services to analyze the

transaction (whether or not related to

the tax consequences of the

transaction), for services to implement

the transaction, for services to

document the transaction, and for

services to prepare tax returns to the

extent return preparation fees are

unreasonable. You are treated as

paying fees to an advisor if you know or

should know that the amount you pay

will be paid indirectly to the advisor,

such as through a referral fee or

fee-sharing arrangement. Fees do not

include amounts paid to a person,

including an advisor, in that person's

capacity as a party to the transaction.

The IRS will scrutinize all of the facts

and circumstances in determining

whether consideration received in

connection with a confidential

transaction constitutes fees. For

purposes of determining the minimum

fee, related parties (as described in

section 267(b) or 707(b)) will be treated

as the same individual or entity.

You have participated in a

confidential transaction if your tax return

reflects a tax benefit from the

transaction and your disclosure of the

tax treatment or tax structure of the

transaction is limited as described

above. If disclosure by a pass-through

entity (partnership, S corporation, or

trust) is limited, but disclosure by the

partner, shareholder, or beneficiary is

not limited, then the pass-through entity

(but not the partner, shareholder, or

beneficiary) has participated in the

confidential transaction.

Transactions With Contractual

Protection

A transaction with contractual protection

is a transaction for which you have, or a

related party (as described in section

267(b) or 707(b)) has, the right to a full

refund or partial refund of fees if all or

part of the intended tax consequences

from the transaction are not sustained. It

also includes a transaction for which

fees are contingent on your realization

of tax benefits from the transaction. For

exceptions and other details, see

Regulations section 1.6011-4(b)(4) and

Rev. Proc. 2007-20, 2007-7 I.R.B. 517,

available at IRS.gov/pub/irs-irbs/

irb07-07.pdf.

You have participated in a

transaction with contractual protection if

your tax return reflects a tax benefit from

the transaction and, as described

above, you have the right to a full or

partial refund of fees or the fees are

contingent. All facts and circumstances

relating to the transaction will be

considered when determining whether a

fee is refundable or contingent,

including the right to reimbursements of

amounts that the parties to the

transaction have not designated as fees

or any agreement to provide services

without compensation. If a pass-through

entity (partnership, S corporation, or

trust) has the right to a full or partial

refund of fees or has a contingent fee

arrangement, but the partner,

shareholder, or beneficiary individually

does not, then the pass-through entity

(but not the partner, shareholder, or

beneficiary) has participated in the

transaction with contractual protection.

Loss Transactions

A loss transaction is a transaction that

results in your claiming a loss under

section 165 (described later) if the

amount of the section 165 loss is as

follows.

-2-

• For individuals, at least $2 million in

any single tax year or $4 million in any

combination of tax years. (At least

$50,000 for a single tax year if the loss

arose from a section 988 transaction

defined in section 988(c)(1) (relating to

foreign currency transactions), whether

or not the loss flows through from an S

corporation or partnership).

• For corporations (excluding S

corporations), at least $10 million in any

single tax year or $20 million in any

combination of tax years.

• For partnerships with only

corporations (excluding S corporations)

as partners (looking through any

partners that are also partnerships), at

least $10 million in any single tax year or

$20 million in any combination of tax

years, whether or not any losses flow

through to one or more partners.

• For all other partnerships and S

corporations, at least $2 million in any

single tax year or $4 million in any

combination of tax years, whether or not

any losses flow through to one or more

partners or shareholders.

• For trusts, at least $2 million in any

single tax year or $4 million in any

combination of tax years, whether or not

any losses flow through to one or more

beneficiaries. (At least $50,000 for a

single tax year if the loss arose from a

section 988 transaction defined in

section 988(c)(1) (relating to foreign

currency transactions), whether or not

the loss flows through from an S

corporation or partnership).

Section 165 loss. For purposes of

the above threshold amounts, a section

165 loss is adjusted for any salvage

value and for any insurance or other

compensation received. However, a

section 165 loss does not take into

account offsetting gains, other income,

or limitations. The full amount of a loss

is taken into account in the year it was

sustained, regardless of whether all or

part of the loss enters into the

computation of a net operating loss

under section 172 or a net capital loss

under section 1212 that is a carryback

or carryover to another year. A section

165 loss does not include any portion of

a loss, attributable to a capital loss

carryback or carryover from another

year, that is treated as a deemed capital

loss under section 1212.

In determining whether a transaction

results in a taxpayer claiming a loss that

meets the threshold amounts over a

combination of tax years as described

above, only losses claimed in the tax

year that the transaction is entered into

Instructions for Form 8886 (Rev. October 2022)

and the 5 succeeding tax years are

combined.

The types of losses included in this

category are section 165 losses,

including amounts deductible under a

provision that treats a transaction as a

sale or other disposition or otherwise

results in a deduction under section

165. However, this category does not

include losses described in Rev. Proc.

2013-11.

You have participated in a loss

transaction if your tax return reflects a

section 165 loss that equals or exceeds

the applicable threshold amount. If you

are a partner, shareholder, or

beneficiary of a pass-through entity

(partnership, S corporation, or trust),

you have participated in a loss

transaction if your tax return reflects a

section 165 loss allocable to you from

the pass-through entity (disregarding

netting at the entity level) that equals or

exceeds the applicable threshold

amount. For this purpose, a tax return is

deemed to reflect the full amount of the

section 165 loss allocable to the

taxpayer, regardless of whether all or

part of the loss enters in the

computation of a net operating loss

under section 172 or net capital loss

under section 1212 that the taxpayer

may carry back or carry over to another

year.

Transactions of Interest

A transaction of interest is a transaction

that is the same as or substantially

similar to one of the types of

transactions that the IRS has identified

by notice, regulation, or other form of

published guidance as a transaction of

interest. It is a transaction that the IRS

and Treasury Department believe has a

potential for tax avoidance or evasion,

but for which there is not enough

information to determine if the

transaction should be identified as a tax

avoidance transaction. The requirement

to disclose transactions of interest

applies to transactions of interest

entered into after November 1, 2006.

For existing guidance, see Notice

2009-55, 2009-31 I.R.B. 170, available

at IRS.gov/pub/irs-irbs/irb09-31.pdf. For

updates to this list, go to the IRS web

page at IRS.gov/Businesses/

Corporations/Transactions-of-Interest.

The IRS may issue a new, or update the

existing, notice, regulation, or other form

of guidance that identifies a transaction

as a transaction of interest.

You have participated in a

transaction of interest if you are one of

the types or classes of individuals or

entities identified as participants in the

transaction in the published guidance

describing the transaction of interest.

suspended during the period that the

ruling request is pending.

Exceptions to Reportable

Transaction Categories,

Published Guidance

Recordkeeping

A transaction is not considered a

reportable transaction if the IRS makes

a determination in published guidance

that it is not subject to the reporting

requirements. See Rev. Proc. 2004-67;

Rev. Proc. 2004-68; Rev. Proc.

2007-20; and Rev. Proc. 2013-11 for

more information. The IRS may also

determine by individual letter ruling that

an individual letter ruling request

satisfies the reporting requirements.

See Request for Ruling, later, for more

information on submitting a letter ruling

request.

Shareholders of Foreign

Corporations

Special rules apply to determine

whether a reporting shareholder of a

foreign corporation participated in a

reportable transaction. A reporting

shareholder means a U.S. shareholder

in a controlled foreign corporation, or a

10% shareholder (by vote or value) of a

qualified electing fund. For all

categories of reportable transactions

except transactions of interest, a

reporting shareholder participates in a

reportable transaction if the foreign

corporation would be considered to

participate in the transaction if it were a

domestic corporation filing a tax return

reflecting items from the transaction. A

reporting shareholder of a foreign

corporation participates in a transaction

of interest if the published guidance

identifying the transaction includes the

reporting shareholder among the types

or classes of individuals or entities

identified as participants. See

Regulations section 1.6011-4(c)(3)(i)(G)

for details.

Request for Ruling

You may request a ruling from the IRS

to determine whether a transaction must

be disclosed. The request for a ruling

must be submitted to the IRS by the

date Form 8886 would otherwise be

required to be filed. See Regulations

section 1.6011-4(f). See Rev. Proc.

2022-1, as modified by Rev. Proc.

2022-10, for procedures to obtain

letter rulings. The procedures are

generally updated every year and

you should consult the new Revenue

Procedure issued every year. The

potential obligation of the taxpayer to

disclose the transaction will not be

Instructions for Form 8886 (Rev. October 2022)

-3-

You must keep a copy of all documents

and other records related to a reportable

transaction. See Regulations section

1.6011-4(g) for more details.

When and How To File

Attach Form 8886 to your income tax

return or information return (including a

partnership, S corporation, or trust

return), including amended returns, for

each tax year in which you participated

in a reportable transaction. If a

reportable transaction results in a loss

or credit carried back to a prior tax year,

attach Form 8886 to an application for

tentative refund (Form 1045 or 1139) or

amended return for the carryback years.

Initial year Form 8886 filers must file

exact copy with OTSA. You must file

(via mail or fax) an exact copy of an

initial Form 8886 with the Office of Tax

Shelter Analysis (OTSA).

Via mail. You may mail the exact copy

to:

Internal Revenue Service

OTSA Mail Stop 4915

1973 Rulon White Blvd.

Ogden, UT 84201

Via fax. You may fax the exact copy to

844-253-2553.

This fax number is not for general

use; taxpayers should not use this

number for anything besides sending

the exact copy of Form 8886 (and

accompanying materials). Other

submissions received via this fax

number will not be processed

Send only one exact copy of Form

8886 per fax

A maximum of 100 pages can be

faxed to the fax number listed above.

You must also file the original Form

8886 with your tax return.

The IRS will not provide a

confirmation or receipt. Please check

your fax transmission log to verify that

all the Form 8886 pages were sent.

Keep a copy of your fax transmission

log as your confirmation or receipt.

The fax cover sheet should include

the following.

• Subject: Form 8886

• Sender's name, title, phone number,

address

• Taxpayer's name

• Date

• Number of pages faxed (including

cover sheet)

Do not include sensitive information on

the cover sheet, such as employer

identification number or social security

number.

See IRS.gov/Newsroom/TaxpayersCan-Fax-the-Separate-Copy-ofForm-8886-Reportable-TransactionDisclosure-Statement-with-the-Officeof-Tax-Shelter-Analysis for more

information.

Electronic return filers. If you file your

income tax return electronically, the

exact copy you send (mail or fax) to

OTSA must show exactly the same

information, word for word, provided

with the electronically filed return and it

must be provided on the official IRS

Form 8886 or an exact copy of the form.

If you use a computer-generated or

substitute Form 8886, it must be an

exact copy of the official IRS form. See

the instructions for your income tax

return for information on electronic filing

and substitute forms.

Special Filing Rules

60-Day OTSA Extension

If you are a partner in a partnership,

shareholder in an S corporation, or

beneficiary of a trust who receives a

timely Schedule K-1 less than 10

calendar days before your return due

date (including extensions) and, based

on receipt of the timely Schedule K-1,

you determine that you participated in a

reportable transaction, Form 8886 will

not be considered late if you file Form

8886 with OTSA within 60 days after the

due date of your return including

extensions.

Designation as a Listed

Transaction and/or Transaction of

Interest After Filing Tax Return

If a transaction becomes a listed

transaction or a transaction of interest

after you file a tax return (including an

amended return) reflecting your

participation in the listed transaction or

transaction of interest and before the

running of the period of limitations for

assessment of tax for any tax year in

which you participated in the listed

transaction or transaction of interest,

then you must file Form 8886 according

to the following rules.

• Listed transaction entered into

before August 3, 2007. If you entered

into a transaction before August 3,

2007, that later becomes a listed

transaction, then you must attach Form

8886 to the first tax return you file after

the date the transaction became a listed

transaction. Also file Form 8886 with

OTSA as provided in Initial year Form

8886 filers must file exact copy with

OTSA, earlier.

• Listed transaction entered into

after August 2, 2007. If you entered

into a transaction after August 2, 2007,

that later becomes a listed transaction,

then you must file Form 8886 with

OTSA within 90 days after the date on

which the transaction became a listed

transaction.

• Transaction of interest entered

into after November 1, 2006. If you

entered into a transaction after

November 1, 2006, that later becomes a

transaction of interest, then you must file

Form 8886 with OTSA within 90 days

after the date on which the transaction

became a transaction of interest.

However, the published guidance

under which the transaction becomes a

listed transaction or transaction of

interest may also provide the time for

filing Form 8886. You must file Form

8886 in the time and in the manner

stated above regardless of whether you

participated in the transaction in the

year in which the transaction became a

listed transaction or transaction of

interest.

Subsequent Loss Transactions

If a transaction becomes a loss

transaction because the losses equal or

exceed the threshold amounts

described earlier in Loss Transactions,

Form 8886 must be filed as an

attachment to your income tax return or

information return for the first tax year in

which the threshold amount is reached

and to any subsequent income tax

return or information return that reflects

any amount of section 165 loss from the

transaction.

Multiple Disclosures

If you are required to file Form 8886,

you must do so regardless of whether

you also plan to disclose the transaction

under other published guidance, for

example, Regulations section

1.6662-3(c)(2).

Penalties

There is a monetary penalty under

section 6707A for the failure to include

on any return or statement any

information required to be disclosed

under section 6011 with respect to a

reportable transaction. Generally, the

-4-

penalty for failure to include information

with respect to a reportable transaction

is 75% of the reduction in the tax

reported on the income tax return as a

result of participation in the transaction

or that would result if the transaction

were respected for federal tax

purposes, but not less than $5,000 in

the case of an individual and $10,000 in

any other case. The annual maximum

penalty for failure to disclose a

reportable transaction, other than a

listed transaction, cannot exceed

$10,000 in the case of an individual, and

$50,000 in any other case. The

maximum annual penalty for failure to

include information with respect to a

listed transaction is $100,000 in the

case of an individual and $200,000 in

any other case. This penalty is in

addition to any other penalty that may

be imposed. For information, see

section 6707A and Regulations section

301.6707A-1.

If you have a reportable transaction

understatement, an accuracy-related

penalty may be imposed under section

6662A. This penalty applies to the

amount of the understatement that is

attributable to any listed transaction and

any reportable transaction (other than a

listed transaction) with a significant tax

avoidance purpose. The penalty

increases for transactions that are not

disclosed on Form 8886 in accordance

with these instructions. If the transaction

is not disclosed and a reportable

transaction understatement exists, you

may not have a reasonable cause and

good faith defense under section

6664(d) with respect to the

accuracy-related penalty under section

6662A. For more information, see

section 6662A and Notice 2005-12,

2005-7 I.R.B. 494, available at

IRS.gov/pub/irs-irbs/irb05-07.pdf.

A penalty under section 6707A is

assessed for each failure by any

individual or entity required to file a

Form 8886 if the individual or entity (a)

fails to attach Form 8886 to the

appropriate original return, amended

return, or application for tentative

refund; (b) fails to file the form with

OTSA, if required; or (c) files a form that

fails to include all the information

required (or includes incorrect

information). The Form 8886 must be

completed in its entirety with all required

attachments to be considered complete.

Do not enter “Information provided upon

request” or “Details available upon

request,” or any similar statement in the

space provided. Inclusion of any such

statements subjects you to penalty

under sections 6707A and 6662A.

Instructions for Form 8886 (Rev. October 2022)

If you are required to pay a

penalty under section 6707A or

CAUTION section 6662A, you may be

required to disclose them on reports

filed with the Securities and Exchange

Commission. If you do not disclose

these penalties, you may incur

additional penalties under section

6707A(e). For more information, see

section 6707A(e) and Rev. Proc.

2005-51, 2005-33 I.R.B. 296, available

at IRS.gov/pub/irs-irbs/irb05-33.pdf,

amplified by Rev. Proc. 2007-25,

2007-12 I.R.B. 761, available at

IRS.gov/pub/irs-irbs/irb07-12.pdf.

!

Previously Undisclosed Listed

Transactions

If you are required to disclose a listed

transaction and fail to do so within the

time and manner prescribed under

section 6011 and the related

regulations, then under section 6501(c)

(10) the period to assess any tax with

respect to the listed transaction will be

extended beyond the normal

assessment period until 1 year after the

earlier of either:

• The date you disclose the transaction

by filing Form 8886 in the manner

prescribed in Rev. Proc. 2005-26,

2005-17 I.R.B. 965, available at

IRS.gov/pub/irs-irbs/irb05-17.pdf (or

subsequently published guidance); or

• The date that a material advisor

provides the information required under

section 6112 in response to a request

by the IRS under section 6112.

Section 6501(c)(10) is effective for

tax years with respect to which the

limitations period on assessment did not

expire prior to October 22, 2004.

Section 6501(c)(10) does not revive an

assessment period that expired prior to

October 22, 2004. For more information,

see Rev. Proc. 2005-26.

If you are filing Form 8886 to disclose

a previously undisclosed listed

transaction for purposes of section

6501(c)(10), submit the form and a

cover letter to the Internal Revenue

Service Center where your original tax

return was filed. Write across the top of

page 1 of each Form 8886 the following

statement: “Section 6501(c)(10)

Disclosure” followed by the tax year and

tax return to which the disclosure

statement applies. For example, if the

Form 8886 relates to your Form 1040

for the 2002 tax year, you must include

the following statement: “Section

6501(c)(10) Disclosure; 2002 Form

1040” on the form. The cover letter must

identify the tax return to which the

disclosure statement relates and

include the following statement signed

under penalties of perjury by the

taxpayer and, if applicable, the paid

preparer of Form 8886: “Under penalties

of perjury, I declare that I have

examined this reportable transaction

disclosure statement and, to the best of

my knowledge and belief, this

reportable transaction disclosure

statement is true, correct, and complete.

Declaration of preparer (other than the

taxpayer) is based on all information of

which the preparer has any knowledge.”

Separate Forms 8886 and separate

cover letters must be submitted for each

tax year for which you participated in the

undisclosed listed transaction. You

must also submit a copy of the form and

cover letter simultaneously to OTSA at

the OTSA address under When and

How To File, earlier. See Rev. Proc.

2005-26 for additional guidance.

Specific Instructions

How To Complete

Form 8886

In order to be considered complete,

Form 8886 must be completed in its

entirety with all required attachments.

To be considered complete, the

information provided on the form must

describe the expected tax treatment

and all potential tax benefits expected to

result from the transaction, describe any

tax result protection with respect to the

transaction, and identify and describe

the transaction in sufficient detail for the

IRS to be able to understand the tax

structure of the reportable transaction

and identify all parties involved in the

transaction. A Form 8886 containing a

statement that information will be

provided upon request is not considered

a complete disclosure statement. If

Form 8886 is not completed in

accordance with these instructions and

Regulations section 1.6011-4, you will

not be considered to have complied with

the disclosure requirements. If you

receive one or more reportable

transaction numbers for a reportable

transaction, you must include the

reportable transaction numbers on Form

8886.

If the information required exceeds

the space provided, complete as much

information as possible in the available

space and attach the remaining

information on additional sheets. The

additional sheets must be in the same

order as the lines to which they

correspond. You must also include your

name and identifying number at the top

of each additional sheet. Do not write

Instructions for Form 8886 (Rev. October 2022)

-5-

“See Attached” on the form and provide

all the information on an attached

statement.

Item A

If you file more than one Form 8886 with

your return, sequentially number each of

these forms and enter the statement

number for this Form 8886 (for example,

statement number 1 of 3).

Item B

Enter the form number and year of the

tax return with which this Form 8886 is

filed (for example, Form 1040). If the tax

return has a calendar tax year, enter the

year shown on the return (for example,

2007). If it is a fiscal year return, enter

the date the fiscal year ends using the

MM/DD/YYYY format (for example,

06/30/2008).

Item C

Check all the box(es) that apply.

Initial year filer. If this is the first year

that you are filing a Form 8886 to

disclose this transaction, check this box

and file a duplicate copy of the form with

OTSA (see When and How To File,

earlier).

Protective disclosure. You may

indicate that you are filing on a

protective basis by checking this box

(under the option provided in

Regulations section 1.6011-4(f)).

Generally, the IRS will not treat a Form

8886 filed on a protective basis any

differently from other Forms 8886. An

incomplete form containing a statement

that information will be provided on

request is not a complete disclosure

statement. For a protective disclosure to

be effective, you must properly

complete and file Form 8886 and

provide all required information. See

How To Complete Form 8886, earlier.

Line 1a

Enter the name, if any, by which the

transaction is known or commonly

referred to. If no name exists, provide a

short identifying description of this

transaction that distinguishes it from

other reportable transactions in which

you have participated (or may

participate in the future). If you are

reporting more than one transaction and

the transactions have different names,

enter all names in the space provided. If

additional space is needed, write “See

Additional List” and attach a list.

Line 1b

Enter the first year that you participated

in this transaction in year format

(YYYY). If you are reporting for more

than one transaction, enter all initial

years in the space provided. If

additional space is needed, write “See

Additional List” and attach a list.

Note. This may not be the same as the

year for which you are disclosing a

reportable transaction.

Line 1c

Enter the 9-digit and/or 11-digit number

provided to you. This number may be

referred to as a registration number or

reportable transaction number and may

begin with the letters “MA.” Reportable

transactions can have more than one

number. If you have more than one

number for this transaction, include all

numbers in the space provided. If

additional space is needed, write “See

Additional List” and attach a list.

Reportable transaction numbers

(formerly known as tax shelter

registration numbers or registration

numbers) are issued to material

advisors who file a statement disclosing

a reportable transaction under section

6111. Material advisors are required to

provide this number to investors/

advisees.

Line 2

Check the box(es) for all categories that

apply to the transaction being reported.

The reportable transaction categories

are described under Participation in a

Reportable Transaction, earlier.

Note. The category for brief asset

holding period has been eliminated for

transactions entered into on or after

August 3, 2007. However, this does not

relieve taxpayers of any disclosure

obligations for brief asset holding

transactions that were entered into

before August 3, 2007. The rules for

brief asset holding period reportable

transactions entered into before August

3, 2007, are contained in Regulations

section 1.6011-4 in effect prior to

August 3, 2007.

If the transaction is a listed

transaction or transaction of

CAUTION interest, you must check the

listed transaction box or transaction of

interest box in addition to any others

that may apply.

!

Line 3

Identify the notice, revenue ruling,

regulation, announcement, or other

published guidance that identified the

transaction as a listed transaction or a

transaction of interest. For listed

transactions, identify the guidance as

shown in Notice 2009-59, or later IRS

guidance.

Line 4

Do not report more than one transaction

on this form unless the transactions are

the same or substantially similar. See

Substantially Similar, earlier.

Line 5

If you participated in the transaction

through other entities, indicate whether

each entity is a partnership, S

corporation, or trust. In addition, if the

entity is foreign, check the box for

“Foreign.” On line 5b, provide the full

name of the entity. On line 5c, enter the

entity's EIN (if known). Use hyphens

when entering the EIN. On line 5d, enter

the date you received the Schedule K-1

from the entity. Enter “none” if

Schedule K-1 was not received. If you

are reporting more than one entity, use

a separate column for each entity.

Attach additional sheets for more than

two entities.

Line 6

Enter the name, address, and social

security number (SSN) or EIN (if known)

for each individual or entity to whom you

paid a fee with regard to the transaction

if that individual or entity promoted,

solicited, or recommended your

participation in the transaction, or

provided tax advice related to the

transaction. Also, enter the approximate

fees paid to each of the individuals or

entities. These fees include payment in

whatever form, whether in cash or in

kind, for a tax strategy or for advice

(whether or not tax advice). Fees also

include consideration for services to:

• Analyze the transaction (whether or

not related to the tax consequences of

the transaction),

• Implement the transaction,

• Document the transaction, or

• Prepare tax returns to the extent the

return preparation fees are

unreasonable.

You are also treated as paying fees

to an advisor if you know or should

know that an amount you paid will be

paid indirectly to the advisor, such as

through a referral fee or fee-sharing

arrangement. A fee does not include

amounts paid to a person, including an

-6-

advisor, in that person's capacity as a

party to the transaction.

Line 7a

Please check the box representing the

type of tax benefit the transaction will

reflect on your tax return. There may be

more than one tax benefit to your

transaction. A tax benefit includes, but is

not limited to, the following: deductions,

exclusions from gross income,

nonrecognition of gain, tax credits,

adjustments (or absence of

adjustments) to the basis of property,

status as an entity exempt from federal

income taxation, and any other tax

consequences that may reduce a

taxpayer's federal income tax liability by

affecting the amount, timing, character,

or source of any item of income, gain,

expense, loss, or credit. Check the

“Other” box for tax benefits not

specifically identified by a box and

identify the tax benefits in the space

provided (for example, status as an

entity exempt from federal income

taxation). If you need more space,

follow the instructions under How To

Complete Form 8886, earlier.

Line 7b

Tax benefit(s) from the transaction is the

total anticipated dollar amount of all

items checked in line 7a, over the entire

anticipated life of the transaction.

Line 7c

Enter the number of tax years you

anticipate it will take for you to claim the

above total tax benefits from this

transaction.

Line 7d

Total investment or basis in the

transaction is the total of the amounts

you paid related to this transaction that

includes cash, fair market value of

property or services transferred or

acquired, adjustments to basis,

valuation of notes, obligations, shares,

or other securities.

Line 7e

Describe the reportable transaction you

entered into and the relevant facts and

tax benefits for all affected years that

caused the transaction to be reportable.

Describe each step of the transaction,

including all information known to you.

Include in your description other parties

to the transaction and, if known,

assumptions of liabilities or other

obligations, satisfaction of liabilities or

obligations, sales of property or

interests in property, the formation and

Instructions for Form 8886 (Rev. October 2022)

dissolution of entities, and any

agreements between or among parties

to the transaction. Also describe any tax

result protection with respect to the

transaction. The term “tax result

protection” includes insurance company

and other third-party products

commonly described as tax result

insurance. Include, if known, the

relevant dates and the amounts

involved in the steps described.

Amounts involved include cash, fair

market value of property or services

transferred or acquired, adjustments to

basis, valuation of notes, obligations,

shares, or other securities. Describe, if

known, the relationship between the

steps of the transaction and how each

step relates to why the transaction is

reportable. Your description should

include the relevance, if known, of any

party (including but not limited to

participants in the transaction) listed in

line 8.

Describe the economic and business

reasons for the transaction and its

structure. Describe market or business

conditions creating the tax benefit(s) or

consequence(s) and the transaction's

financial reporting, if known.

If you checked box 2b, explain how

your disclosure of information

concerning the transaction was limited

(for example, by contract or verbal

agreement) and the nature and extent of

the disclosure limitations. See

Regulations section 1.6011-4(b)(3) for

more details.

If you checked box 2c, describe the

terms of the contractual protection. See

Regulations section 1.6011-4(b)(4) for

more details.

If you checked box 2d, explain how

you calculated the basis of the asset for

which there was a loss.

If you need more space, follow the

instructions under How To Complete

Form 8886, earlier.

Line 8

List all individuals involved in the

transaction. List all tax-exempt, foreign,

or related entities involved in the

transaction. Check the applicable

box(es) for the type of entity. Attach

additional sheets where appropriate.

Provide all information, including the

name, EIN or SSN (include hyphens),

and address, if known.

Include a brief description of each

listed individual's and each entity's

involvement in the transaction

(purchaser, lender, seller, broker, etc.).

Provide the country of incorporation or

existence for each foreign entity, if

known. Describe the relationship

between you and any related entity and

between or among any related entities

(as described in section 267(b) or

707(b)).

Paperwork Reduction Act Notice.

You are not required to provide the

information requested on a form that is

subject to the Paperwork Reduction Act

unless the form displays a valid OMB

Instructions for Form 8886 (Rev. October 2022)

-7-

control number. Books or records

relating to a form or its instructions must

be retained as long as their contents

may become material in the

administration of any Internal Revenue

law. Generally, tax returns and return

information are confidential, as required

by section 6103.

The time needed to complete and file

this form will vary depending on

individual circumstances. The estimated

burden for individual taxpayers filing this

form is approved under OMB control

number 1545-0074 and is included in

the estimates shown in the instructions

for their individual income tax return.

The estimated burden for all other

taxpayers who file this form is shown

below.

Recordkeeping . . . . . . .

Learning about the law or

the form . . . . . . . . . . . .

Preparing, copying,

assembling, and sending

the form to the IRS . . . .

10 hr., 16 min.

4 hr., 50 min.

6 hr., 25 min.

If you have comments concerning the

accuracy of these time estimates or

suggestions for making this form

simpler, we would be happy to hear

from you. You can send us comments

from IRS.gov/FormComments. Or you

can write to the Internal Revenue

Service, Tax Forms and Publications,

1111 Constitution Ave. NW, IR-6526,

Washington, DC 20224.