Instructions for Form 8918

Instructions for Form 8918

Department of the Treasury

Internal Revenue Service

(Rev. November 2021)

Material Advisor Disclosure Statement

Section references are to the Internal Revenue

Code unless otherwise noted.

What's New

To more quickly and accurately process

information submitted to IRS, IRS is

incorporating 2D Barcode technology and

providing faster, more convenient

submission channels like electronic fax.

Form 8918 has been redesigned with 2D

Barcodes placed on Page 4, which will be

submitted with the rest of the form. 2D

Barcodes are capable of capturing a vast

amount of information, relieving material

advisors of the need to submit

attachments to ensure all required

information is provided. Faster processing

reduces the turnaround time for a material

advisor to receive a reportable transaction

number in response.

As a new practice, IRS will reject all

Forms 8918 filed incorrectly. Please

follow the below instructions to avoid

form rejection:

• Only the specified current version of

Form 8918 will be accepted:

• 2007, 2011, 2017, and 2021 versions

will be accepted until or on June 1, 2022.

• Only 2021 version will be accepted

after June 1, 2022.

• Form must not be handwritten.

• All instances of "See Attached" MUST

be preceded with as much information as

the text box will allow.

See Where To File for more information

on submitting Form 8918 through

electronic fax.

The IRS has created a page on

IRS.gov for information about Form 8918

and its instructions, at IRS.gov/Form8918.

Information about any future

developments affecting Form 8918 (such

as legislation enacted after we release it)

will be posted on that page.

Form 8918. Use the latest revision of

Form 8918 available on IRS.gov.

General Instructions

Purpose of Form

Material advisors to any reportable

transaction must disclose certain

information about the reportable

transaction by filing a Form 8918 with the

IRS.

Note. Form 8918 replaces Form 8264,

Application for Registration of a Tax

Shelter.

Dec 07, 2021

Material advisors who file a Form 8918

will receive a reportable transaction

number from the IRS. Material advisors

must provide the reportable transaction

number to all taxpayers and material

advisors for whom the material advisor

acts as a material advisor. See Who Is a

Material Advisor below. Every taxpayer

who has participated in a reportable

transaction (see What Is a Reportable

Transaction, later) must also disclose the

transaction on Form 8886, Reportable

Transaction Disclosure Statement. For

more information, see Form 8886 and the

Instructions for Form 8886.

Who Must File?

Generally, every material advisor to a

reportable transaction is required to file

Form 8918. A material advisor can be an

individual, trust, estate, partnership, or

corporation. You are not required to file

Form 8918 unless a taxpayer to whom or

for whose benefit you provided the tax

statement (defined below) entered into the

reportable transaction. If you provide a tax

statement to another material advisor, you

are not required to file Form 8918 unless

the reportable transaction is entered into

by a taxpayer to whom or for whose

benefit that material advisor provided the

tax statement.

Who Is a Material Advisor?

You are a material advisor to a transaction

if you:

• Provide any material aid, assistance, or

advice with respect to the organizing,

managing, promoting, selling,

implementing, insuring, or carrying out any

reportable transaction, and

• You directly or indirectly receive or

expect to receive gross income in excess

of the threshold amount (defined below)

for the material aid, assistance, or advice.

You provide material aid, assistance, or

advice with respect to the organizing,

managing, promoting, selling,

implementing, insuring, or carrying out any

transaction if you make or provide a tax

statement to or for the benefit of:

• A taxpayer who either is required to

disclose the transaction under section

6011 because the transaction is a listed

transaction or a transaction of interest, or

would have been required to disclose the

transaction under section 6011 if the

transaction had become a listed

transaction or a transaction of interest

within the period of limitations;

• A taxpayer who you know is or

reasonably expect to be required to

Cat. No. 50150N

disclose the transaction under

Regulations section 1.6011-4 because the

transaction is or is reasonably expected to

become a reportable transaction other

than a listed transaction or transaction of

interest;

• A material advisor who is required to

disclose the transaction under section

6111 because the transaction is a listed

transaction or a transaction of interest; or

• A material advisor who you know is or

reasonably expect to be required to

disclose the transaction under section

6111 because the transaction is or is

reasonably expected to become a

reportable transaction other than a listed

transaction or transaction of interest.

Tax statement. Generally, a tax

statement is any statement (including

another person's statement), oral or

written, that relates to a tax aspect of a

transaction that causes the transaction to

be a reportable transaction. A tax

statement includes tax result protection

that insures some or all of the tax benefits

of a reportable transaction.

Tax result protection Tax result

protection includes insurance company

and other third party products commonly

described as tax result insurance. For

more information, see Regulations

sections 301.6111-3(b)(2)(ii)(A) and

301.6111–3(c)(12).

Threshold amount. The threshold

amount of gross income is $50,000 for a

reportable transaction that provides

substantially all of the tax benefits to

individuals (looking through any

partnerships, S corporations, or trusts).

The determination of whether substantially

all of the tax benefits from a reportable

transaction are provided to individuals is

based on all the facts and circumstances.

Generally, if 70% or more of the tax

benefits (defined later) from a reportable

transaction are provided to individuals

(looking through any partnerships, S

corporations, or trusts) then substantially

all of the tax benefits will be considered to

be provided to individuals.

For all other transactions, the threshold

amount is $250,000. For listed

transactions, the threshold amounts are

reduced from $50,000 to $10,000 and

from $250,000 to $25,000. For

transactions of interest, the threshold

amounts may be reduced as identified in

the published guidance describing the

transaction. Determine the threshold

amount separately for each reportable

transaction. The threshold amount must

be met independently for each transaction

that is a reportable transaction and

aggregation of fees among reportable

transactions is not required.

In figuring the amount of gross income

you receive directly, or indirectly, for

material aid, assistance, or advice, include

all the following.

• Fees for a tax strategy.

• Fees for advice (whether or not tax

advice).

• Fees for implementing the reportable

transaction.

Fees. Fees include consideration 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),

• Services to implement the transaction,

• Services to document the transaction,

and

• Services to prepare tax returns to the

extent return preparation fees are

unreasonable.

A fee does not include amounts paid to

a person, including an advisor, in that

person's capacity as a party to the

transaction. For example, a fee does not

include reasonable charges for the use of

capital or the sale or use of property.

The IRS will scrutinize carefully all of

the facts and circumstances to determine

if consideration received or expected to be

received in connection with a reportable

transaction is gross income received

directly, or indirectly, for aid, assistance,

or advice.

Employee exception. Generally, you are

not considered to be a material advisor if

you make a tax statement solely in your

capacity as an employee, shareholder,

partner, or agent of another person. In this

case, any tax statement you make will be

considered to be made by your employer,

corporation, partnership, or principal.

However, you will be treated as a

material advisor if you form or use an

entity to avoid the rules of section 6111 or

6112 or the penalties under section 6707

or 6708.

Date you became a material advisor.

You are a material advisor when all of the

following have occurred (in no particular

order).

• You make a tax statement,

• You receive (or expect to receive) gross

income in excess of the threshold amount,

and

• The transaction is entered into by the

taxpayer to whom or for whose benefit you

provided the tax statement, or in the case

of a tax statement provided to another

material advisor, when the transaction is

entered into by a taxpayer to whom or for

whose benefit that material advisor

provided a tax statement.

If a transaction that was not a

reportable transaction is identified as a

listed transaction or a transaction of

interest in published guidance after the

occurrence of the 3 events described

above, you will be treated as becoming a

material advisor on the date the

transaction is identified as a listed

transaction or a transaction of interest.

You must make reasonable and good

faith efforts to determine when the

taxpayer entered into the transaction,

even if you stop providing services before

the taxpayer enters into the transaction.

Post-filing advice. You are not

considered to be a material advisor

concerning a transaction if you do not

make or provide a tax statement about the

transaction until after the first tax return

reflecting tax benefit(s) of the transaction

is filed with the IRS. This exception does

not apply to you if it is expected the

taxpayer will file a supplemental or

amended return reflecting additional tax

benefits from the transaction.

Definitions

Transaction

A transaction includes all factual elements

relevant to the expected tax treatment of

an 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 determine if the transaction is

the same as or substantially similar to

another transaction. The term

substantially similar must be broadly

construed in favor of disclosure. See

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

examples.

What Is a Reportable

Transaction?

A reportable transaction is a transaction

described in one or more of the following

categories. See Regulations section

1.6011-4(b) for more information.

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. See Notice 2009-59 for

guidance.

Go to IRS.gov/Businesses/

Corporations/Abusive-Tax-Shelters-AndTransactions for the latest information and

guidance.

Confidential Transactions

A confidential transaction is a transaction

that is offered to a taxpayer or related

party (as described in section 267(b) or

707(b)) under conditions of confidentiality

and for which the taxpayer (or related

party) paid an advisor a minimum fee

(defined below).

A transaction is considered to be

offered under conditions of confidentiality

if the advisor who is paid a minimum fee

places a limitation on the 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 the taxpayer. See

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

more information.

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.

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. A taxpayer is treated as

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Instructions for Form 8918 Rev. 11-2021

Tax Benefit

paying fees to an advisor if the taxpayer

knows or should know that the amount it

pays 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.

Transactions With Contractual

Protection

A transaction with contractual protection is

a transaction for which the taxpayer, or a

related party (as described in sections

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 the taxpayer's realization of

tax benefits from the transaction. See

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

Rev. Proc. 2007-20 for the latest

information and guidance.

Loss Transactions

A loss transaction is a transaction that

results in the taxpayer claiming a loss

under section 165 (described later) if the

amount of the section 165 loss is as

follows.

• 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

Instructions for Form 8918 Rev. 11-2021

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 this purpose, a

section 165 loss is adjusted for any

salvage value and for any other insurance

compensation received. However, a

section 165 loss does not include

offsetting gains, other income or

limitations. The full amount of a section

165 loss is included in the year it occurred,

regardless of whether all or part of it is

included in computing 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.

To determine if a transaction results in

a taxpayer claiming a loss that meets the

threshold amounts over a combination of

tax years, only losses claimed in the tax

year the transaction is entered into 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 (or future

published guidance).

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. See Notice 2009-55,

Notice 2016-66, and Notice 2017-08 for

the latest information and guidance. The

IRS may issue a new or update an existing

notice, regulation, or other form of

guidance that identifies a transaction as a

transaction of interest.

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Eliminated Categories

Transactions with a brief asset holding

period. The disclosure requirement for

this category has been eliminated for

transactions entered into after August 2,

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.

Transactions with a significant

book-tax difference. The disclosure

requirement for this category has been

eliminated. Transactions with a significant

book-tax difference that would have been

required to be disclosed with returns due

on dates (including extensions) after

January 5, 2006, are no longer reportable

transactions.

However, this does not relieve

taxpayers of any disclosure obligations for

significant book-tax difference

transactions that should have been

disclosed on a return with a due date prior

to January 6, 2006. See Notice 2006-06.

Exceptions to Reportable

Transaction Categories, Published

Guidance

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. For more information, see

the following.

• Rev. Proc. 2004-67;

• Rev. Proc. 2004-68;

• Rev. Proc. 2007-20; and

• Rev. Proc. 2013-11.

The IRS may also determine by

individual letter ruling that an individual

letter ruling request satisfies the reporting

requirements. See Request for Ruling

below for more details on submitting a

letter ruling request.

Request for Ruling

You may request a ruling from the IRS to

determine whether a specific transaction

is a reportable transaction. The potential

obligation of a material advisor and the

taxpayer to disclose the transaction will

not be suspended during the period that

the ruling request is pending. Therefore,

even if you have a ruling request with the

IRS, you must still complete and file this

form in order to avoid potential penalties.

See Rev. Proc. 2017-1 for information on

ruling requests.

When To File

transaction. A material advisor is not

required to identify an entity or individual

on the list if the entity or individual entered

into a listed transaction or a transaction of

interest more than 6 years before the

transaction was identified in published

guidance as a listed transaction or a

transaction of interest. A separate list must

be prepared and maintained for each

transaction or group of substantially

similar transactions.

Where To File

The list must be maintained for 7 years

following the earlier of the date on which

the material advisor last made a tax

statement relating to the transaction, or

the date the transaction was last entered

into, if known. Upon IRS's written request,

each material advisor who is responsible

for maintaining a list must furnish the list to

the IRS. The list must be maintained in a

form that enables the IRS to determine

without undue delay or difficulty the

information required to be maintained for

each list. See Regulations section

301.6112-1 for more information.

The material advisor's disclosure

statement must be filed with the Office of

Tax Shelter Analysis (OTSA) by the last

day of the month that follows the end of

the calendar quarter in which the advisor

became a material advisor with respect to

the reportable transaction or in which

circumstances occur to require an

amended disclosure statement. See Date

you became a material advisor., earlier.

For electronic fax (only to be used for

Form 8918 and related attachments;

other items will not be processed):

please fax to: 1-844-253-5607 (this is

toll-free). The fax cover sheet should

include the following:

• Subject: Form 8918

• Sender's name, title, phone number,

street address

• Material Advisor’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.

Fax may not exceed 100 pages.

If you do not have access to electronic

fax, mail your completed Form 8918 to:

Internal Revenue Service

OTSA Mail Stop 4915

1973 Rulon White Blvd.

Ogden, Utah 84201

A receipt will be provided confirming

form submission.

Furnishing a Reportable

Transaction Number

Receipt of a reportable transaction

number does not indicate that the IRS has

reviewed, examined, or approved the

transaction.

Material advisors must provide the

reportable transaction number to all

taxpayers and material advisors for whom

the material advisor acts as a material

advisor. The reportable transaction

number must be provided when the

transaction is entered into, or, if the

transaction is entered into before the

material advisor received the reportable

transaction number, within 60 calendar

days from the date the reportable

transaction number is mailed to the

material advisor.

Requirement to Keep Lists

Generally, a material advisor must

maintain a list identifying each entity or

individual to whom the advisor was a

material advisor to a reportable

Note. Go to IRS.gov/Businesses/

Corporations/Abusive-Tax-Shelters-AndTransactions for the latest information and

guidance.

Contents of the list. Each list must

contain the following.

1. An itemized statement containing:

a. The name of each reportable

transaction, the citation to the notice

number or published guidance number

identifying the transaction if the

transaction is a listed transaction or

transaction of interest, and the reportable

transaction number obtained under

section 6111;

b. The name, address, and identifying

number of each individual or entity

required to be included on the list;

c. The date on which each individual

or entity entered into the reportable

transaction, if known;

d. The amount invested in the

reportable transaction by each individual

or entity, if known;

e. A summary or schedule of the tax

treatment that each individual or entity is

intended or expected to derive from

participation in the reportable transaction;

and

f. The name of each other material

advisor to the transaction, if known.

2. A detailed description of the

reportable transaction that describes both

the tax structure and the purported tax

treatment.

3. A copy of any designation

agreement to which the material advisor is

a party. See Line 5 for more information.

4. Copies of any additional written

materials, including tax analyses or

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opinions, relating to each reportable

transaction that are material to an

understanding of the intended tax

treatment or tax structure of that

transaction that the material advisor or any

related party or agent of the material

advisor has shown or provided to any

individual or entity (or to their

representatives, tax advisors, or agents)

who acquired or may acquire an interest in

the transaction. However, you are not

required to retain earlier drafts of a

document if you retain a copy of the final

document (or, if there is no final

document, the most recent draft of the

document) and the final document (or

most recent draft) contains all the

information in the earlier drafts of such

document that is material to an

understanding of the purported tax

treatment or the tax structure of the

transaction.

Dissolution or liquidation of material

advisor. Generally, if a material advisor

dissolves or liquidates before completion

of the 7-year list maintenance period, the

person responsible under state law for

winding up the entity's affairs must

prepare, maintain, and furnish each

component of the list on behalf of the

entity, unless the entity submits the list to

OTSA within 60 days after the dissolution

or liquidation. See Regulations section

301.6112-1(d) for more information.

Penalties

Penalty for Failure To Furnish

Information Regarding Reportable

Transactions

A penalty may be imposed if you are

required to file Form 8918 and you fail to

file the return on or before the due date, or

file false or incomplete information about a

reportable transaction.

The penalty is $50,000 for reportable

transactions other than listed transactions.

The penalty imposed for listed

transactions is the greater of:

• $200,000, or

• 50 percent of the gross income from

providing aid, assistance, or advice about

the listed transaction before the date the

return is filed. If the failure is intentional,

the percentage is 75%.

For more information, see section

6707. Form 8918 must be completed in its

entirety with all required attachments to be

considered complete. Stating that

“Information will be provided upon

request” or that “Details are available upon

request,” or any similar statement in the

space provided, is not considered a

description and may cause your

disclosure statement to be treated as

incomplete.

Instructions for Form 8918 Rev. 11-2021

Note. See Rev. Proc. 2007-21,

superseded by T.D. 9686 and updated by

Announcement 2016-01. See Regulations

section 301.6707-1 for more information.

Penalty for Failure To Maintain

Required Lists

Any person who is required to maintain a

list and fails to make the list available

within 20 business days of an IRS written

request must pay a penalty of $10,000 for

each day of the failure after the 20th

business day. The penalty may be

assessed for failure to maintain the list in a

form that enables the IRS to determine

without undue delay or difficulty the

information required.

Other Penalties

Section 6700 imposes penalties for

promoting abusive tax shelters and related

activities.

Section 6701 imposes penalties for

aiding and abetting an understatement of

tax liability.

Section 7203 imposes penalties for the

willful failure to file a return, supply

information, or pay tax.

Section 7206 imposes penalties for

tax-related fraud and false statements.

Section 7207 imposes penalties for

submitting fraudulent returns, statements,

or other documents.

Specific Instructions

How To Complete Form 8918

In order to be considered complete, Form

8918 must be completed and submitted in

its entirety. 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. A Form

8918 containing a statement that

information will be provided upon

request is not considered a complete

disclosure statement.

There are two ways to speed up the

processing of Form 8918:

1. by thoroughly providing all required

information upon initial submission, and

2. by providing all information within

the form itself, rather than through

attachments.

To help with this, Form 8918 has been

redesigned to accommodate more

information within the form itself (including

Instructions for Form 8918 Rev. 11-2021

line 13), rendering attachments less

necessary. If, however, the information

you wish to provide exceeds the

expanded space provided, complete as

much information as possible in the

available space and attach the remaining

information on additional sheets.

Attachments must adhere to the following

guidelines:

• Do not write “See Attached” on the

form and provide all the information

on an attached statement.

• The additional sheets must be in the

same order as the lines to which they

correspond.

• You must include your name and

identifying number at the top of each

additional sheet.

Material Advisor Identifying

Information

Individuals. If the material advisor is an

individual, enter the first name, middle

initial (if any), and last name; the social

security number; the phone number; and

the complete address.

Entities. If the material advisor is an

entity, enter the full name of the entity as

shown on its income tax return, the

employer identification number, and the

complete address. See Item A for contact

information.

Item A

Contact information. If the material

advisor is an entity, list the name of a

contact person along with a contact

telephone number. If the material advisor

is an individual, you may disregard this

line.

Item B

Protective disclosure. Indicate if you

are filing on a protective basis by checking

the appropriate box. If you are uncertain if

a transaction must be disclosed, check the

“Yes” box and disclose the transaction in

accordance with these instructions.

On line 6a, you must explain why you

are filing the disclosure on a protective

basis. Generally, the IRS will not treat

disclosure statements filed on a protective

basis any differently than other disclosure

statements filed on Form 8918. 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

Form 8918 and provide all required

information. See How To Complete Form

8918, earlier, for more information.

Item C

Answer “Yes” if this is the original Form

8918 for this reportable transaction. If this

is an amendment to a previously filed

Form 8918 for the reportable transaction,

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answer “No” and enter the reportable

transaction number previously provided

for the reportable transaction by the IRS.

Amended statement. An amended

statement must be filed if information

previously provided is no longer accurate,

if additional information that was not

disclosed becomes available, or if there

are material changes to the transaction.

Line 1

Enter the name, if any, by which the

transaction is known or commonly referred

to by either yourself or published

guidance. 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). Do not report more than one

transaction on this form unless the

transactions are the same or substantially

similar. See Substantially Similar, earlier.

Line 2

Check the box(es) for all categories that

apply to the transaction being reported.

The reportable transaction categories are

described under What Is a Reportable

Transaction, earlier.

If the transaction is a listed

transaction, you must check the

CAUTION listed transaction box in addition

to any others that apply.

!

Line 3

Identify the notice, revenue ruling,

regulation (for example, Notice 2003-81,

modified and supplemented by Notice

2007-71), announcement, or other

published guidance that identified the

transaction as a listed transaction or

transaction of interest. For listed

transactions, identify the guidance as

shown in Notice 2009-59 or later IRS

guidance.

Line 4

Enter the latest of the following dates.

• The date you made a tax statement with

regard to the transaction.

• The date you received or had an

expectation that you would receive gross

income in excess of the threshold amount

(defined earlier).

• The date the transaction was entered

into by the taxpayer.

• The date the transaction became a

listed transaction or transaction of interest.

The latest of these dates is the date you

became a material advisor. See Date you

became a material advisor, earlier.

Line 5

If more than one material advisor is

required to disclose a reportable

transaction under this section, the material

advisors may designate by written

agreement a single material advisor to

disclose the transaction. The transaction

must be disclosed by the last day of the

month following the end of the calendar

quarter that includes the earliest date on

which a material advisor who is a party to

the agreement became a material advisor

to the transaction.

The designation of one material

advisor to disclose the transaction

CAUTION does not relieve the other material

advisors of the obligation to disclose the

transaction to the IRS in accordance with

these instructions, if the designated

material advisor fails to disclose the

transaction to the IRS in a timely manner.

!

Line 6a

Provide a concise statement indicating

your role as a material advisor to this

transaction. See Who Is a Material

Advisor, earlier. If you are filing a

protective disclosure, you must explain

why you believe you are not a material

advisor. If you need more space, follow

the instructions under How To Complete

Form 8918, earlier.

Lines 7a and 7b

Check the box(es) for all categories that

apply to the transaction being reported.

Indicate the related parties that are

needed and how they are related. Indicate

the role of tax-exempt entities if they are

required for the transaction. In addition, if

a foreign entity is required, indicate how

and why the foreign entity is used, along

with which country is used if a particular

country is required for the transaction. If

you need more space, follow the

instructions under How To Complete Form

8918, earlier.

Line 9

Identify the types of financial instruments

required by the transaction (loan, stocks,

bonds, notes, original issue discounts,

domestic and foreign currency

agreements, swaps, futures, notional

principal contracts, options, input or risk

hedges, etc.). If you need more space,

follow the instructions under How To

Complete Form 8918, earlier.

Line 10

Check all the boxes that apply for the tax

benefits expected from the transaction. 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. Check the “Other” box for tax

benefits not specifically described by a

box and identify the tax benefit(s) in the

space provided. If you need more space,

follow the instructions under How To

Complete Form 8918, earlier.

Line 13

Describe all of the relevant facts about the

reportable transaction including the

following.

1. Tax benefits causing the

transaction to be reportable.

2. Years affected by the transaction.

3. Steps of the transaction including:

a. Agreements.

b. Property transfers and acquisitions.

c. Liability assumptions.

d. Obligation fulfillment.

e. Sales.

f. Entity formation or dissolution.

g. Other relevant events. Other

relevant events may include but are not

limited to tax result protection. Tax result

protection includes insurance company

and other third party products commonly

described as tax result insurance.

4. Nature of the transaction (cash,

loan, service, other).

5. Purpose of each step in

accomplishing the tax benefits and

consequences.

6. Where and how each party to the

transaction (entered on lines 7a, 7b, and

8a and 8b) is used, including their roles.

7. The economic and business

reasons for the transaction and its

structure (describe market or business

conditions creating the tax benefit or

consequence and its financial reporting, if

known).

8. How the financial instruments

(entered on line 9) are used in the

transaction.

9. How the Internal Revenue Code

sections (entered on line 12) enable you to

obtain the tax treatment.

If you need more space, follow the

instructions under How To Complete Form

8918, earlier.

Privacy Act and Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws

of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws. We may

give the information to the Department of Justice and to other federal agencies, as provided by law. We may give it to cities, states, the

District of Columbia, and U.S. commonwealths or possessions to carry out their tax laws. We may also disclose this information to

other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement

and intelligence agencies to combat terrorism. A penalty may be imposed if you are required to file this return and fail to file by the due

date or provide incomplete or false information.

Our authority to ask for information is section 6111 and its regulations, which require you to file a return or statement with us with

respect to any reportable transaction for which you are a material advisor. Your response is mandatory under these sections. Section

6109 requires that you provide your identifying number on what you file. This is so we know who you are, and can process your return

and other papers. You must fill in all parts of the tax form that apply to you.

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 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 average time is:

Recordkeeping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Learning about the law or the form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Preparing, copying, assembling, and sending the form to the IRS . . . . . . . . . . . . . . . . .

8 hr., 7 min.

3 hr., 4 min.

3 hr., 20 min.

Comments. Go to IRS.gov/UAC/Comment-On-Tax-Forms-And-Publications to provide any comments. You can also send your

comments to the Internal Revenue Service, Tax Forms and Publications Division, 1111 Constitution Ave. NW, IR-6526, Washington,

DC 20224. DO NOT SEND THE FORM TO THIS ADDRESS. Instead, see Where To File, earlier.

-6-

Instructions for Form 8918 Rev. 11-2021