Sec. 1.6045-3 Information reporting for an acquisition of control or a substantial change in capital structure.
(a) In general.
Any broker (as defined in § 1.6045-1(a)(1)) that holds shares on behalf of a customer in a corporation that the broker knows or has reason to know based on readily available information (including, for example, information from a clearing organization or from information published by the Internal Revenue Service (IRS)) has engaged in a transaction described in § 1.6043-4(c) (acquisition of control) or § 1.6043-4(d) (substantial change in capital structure) shall file a return of information with respect to the customer, unless the customer is an exempt recipient as defined in paragraph (b) of this section.
(b) Exempt recipients.
A broker is not required to file a return of information under this section with respect to the following customers:
(1) Any customer who receives only cash in exchange for its stock in the corporation, which must be reported by the broker pursuant to section 1.6045-1.
(2) Any customer who is an exempt recipient as defined in § 1.6043-4(b)(5) or § 1.6045-1(c)(3)(i).
(c) Form, manner and time for making information returns.
The return required by paragraph (a) of this section must be on Forms 1096, "Annual Summary and Transmittal of U.S. Information Returns," and 1099-B, "Proceeds from Broker and Barter Exchange Transactions," or on an acceptable substitute statement. Such forms must be filed on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the acquisition of control or the substantial change in capital structure occurs.
(d) Contents of return.
A separate Form 1099-B must be prepared for each customer. The Form 1099-B will request information with respect to the following and such other information as may be specified in the instructions:
(1) The name, address and taxpayer identification number (TIN) of the customer;
(2) The name of the corporation which engaged in the transaction described in § 1.6043-4(c) or (d);
(3) The number and class of shares in the corporation exchanged by the customer; and
(4) The aggregate amount of cash and the fair market value of any stock or other property provided to the customer in exchange for its stock.
(e) Furnishing of forms to customers.
(1) General requirements.
A broker must furnish Form 1099-B to the customer on or before February 15 of the year following the calendar year in which the customer receives stock, cash or other property. An IRS truncated taxpayer identifying number (TTIN) may be used as the identifying number of the customer. For provisions relating to the use of TTINs, see § 301.6109-4 of this chapter (Procedure and Administration Regulations).
(2) Consolidated reporting.
(i) The term consolidated reporting statement means a grouping of statements the same broker furnishes to the same customer or group of customers on the same date for the same reporting year that includes a statement required under this section. A consolidated reporting statement is limited to statements based on the same relationship of broker to customer as the statement required to be furnished under this section.
(ii) A consolidated reporting statement must be furnished on or before February 15 of the year following the calendar year reported. Any statement that otherwise must be furnished on or before January 31 must be furnished on or before February 15 if it is furnished in the consolidated reporting statement.
(f) Single Form 1099.
If a broker is required to file a Form 1099-B with respect to a customer under §§ 1.6045-3 and 1.6045-1(c) with respect to the same transaction, the broker may satisfy the requirements of both sections by filing and furnishing one Form 1099-B that contains all the relevant information, as provided in the instructions to Form 1099-B.
(g) Effective/applicability date.
This section applies with respect to any acquisition of control and any substantial change in capital structure occurring after December 5, 2005. The amendments to paragraph (e)(1) apply to payee statements due after December 31, 2014. For payee statements due before January 1, 2015, § 1.6045-3(e)(1) (as contained in 26 CFR part 1, revised April 2013) shall apply.
[Added T.D. 9230, 70 FR 72376-72381, Dec. 5, 2005, as amended by T.D. 9504, 75 FR 64072-64105, Oct. 18, 2010; T.D. 9675, 79 FR 41127-41132, July 15, 2014.]
