26 U.S.C. § 6046 — Returns as to organization or reorganiza-

Page 3366 TITLE 26—INTERNAL REVENUE CODE § 6045B Editorial Notes AMENDMENTS 2021—Subsec. (a). Pub. L. 117–58, § 80603(b)(2)(A)(i), struck out ‘‘a security which is’’ after ‘‘section 6045(c)(1))’’. Subsec. (d). Pub. L. 117–58, § 80603(b)(2)(A)(ii), added subsec. (d). Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2021 AMENDMENT Amendment by Pub. L. 117–58 applicable to returns required to be filed, and statements required to be fur- nished, after Dec. 31, 2023, see section 80603(c) of Pub. L. 117–58, set out as a note under section 6045 of this title. EFFECTIVE DATE Section effective Jan. 1, 2011, see section 403(e)(1) of Pub. L. 110–343, set out as an Effective Date of 2008 Amendment note under section 1012 of this title. § 6045B. Returns relating to actions affecting basis of specified securities (a) In general According to the forms or regulations pre- scribed by the Secretary, any issuer of a speci- fied security shall make a return setting forth— (1) a description of any organizational action which affects the basis of such specified secu- rity of such issuer, (2) the quantitative effect on the basis of such specified security resulting from such ac- tion, and (3) such other information as the Secretary may prescribe. (b) Time for filing return Any return required by subsection (a) shall be filed not later than the earlier of— (1) 45 days after the date of the action de- scribed in subsection (a), or (2) January 15 of the year following the cal- endar year during which such action occurred. (c) Statements to be furnished to holders of spec- ified securities or their nominees According to the forms or regulations pre- scribed by the Secretary, every person required to make a return under subsection (a) with re- spect to a specified security shall furnish to the nominee with respect to the specified security (or certificate holder if there is no nominee) a written statement showing— (1) the name, address, and phone number of the information contact of the person required to make such return, (2) the information required to be shown on such return with respect to such security, and (3) such other information as the Secretary may prescribe. The written statement required under the pre- ceding sentence shall be furnished to the holder on or before January 15 of the year following the calendar year during which the action described in subsection (a) occurred. (d) Specified security For purposes of this section, the term ‘‘speci- fied security’’ has the meaning given such term by section 6045(g)(3)(B). No return shall be re- quired under this section with respect to actions described in subsection (a) with respect to a specified security which occur before the appli- cable date (as defined in section 6045(g)(3)(C)) with respect to such security. (e) Public reporting in lieu of return The Secretary may waive the requirements under subsections (a) and (c) with respect to a specified security, if the person required to make the return under subsection (a) makes publicly available, in such form and manner as the Secretary determines necessary to carry out the purposes of this section— (1) the name, address, phone number, and email address of the information contact of such person, and (2) the information described in paragraphs (1), (2), and (3) of subsection (a). (Added Pub. L. 110–343, div. B, title IV, § 403(d)(1), Oct. 3, 2008, 122 Stat. 3859.) Statutory Notes and Related Subsidiaries EFFECTIVE DATE Section effective Jan. 1, 2011, see section 403(e)(1) of Pub. L. 110–343, set out as an Effective Date of 2008 Amendment note under section 1012 of this title. § 6046. Returns as to organization or reorganiza- tion of foreign corporations and as to acqui- sitions of their stock (a) Requirement of return (1) In general A return complying with the requirements of subsection (b) shall be made by— (A) each United States citizen or resident who becomes an officer or director of a for- eign corporation if a United States person (as defined in section 7701(a)(30)) meets the stock ownership requirements of paragraph (2) with respect to such corporation, (B) each United States person— (i) who acquires stock which, when added to any stock owned on the date of such ac- quisition, meets the stock ownership re- quirements of paragraph (2) with respect to a foreign corporation, or (ii) who acquires stock which, without regard to stock owned on the date of such acquisition, meets the stock ownership re- quirements of paragraph (2) with respect to a foreign corporation, (C) each person (not described in subpara- graph (B)) who is treated as a United States shareholder under section 953(c) with respect to a foreign corporation, and (D) each person who becomes a United States person while meeting the stock own- ership requirements of paragraph (2) with re- spect to stock of a foreign corporation. In the case of a foreign corporation with re- spect to which any person is treated as a United States shareholder under section 953(c), subparagraph (A) shall be treated as including a reference to each United States person who is an officer or director of such corporation. (2) Stock ownership requirements A person meets the stock ownership require- ments of this paragraph with respect to any Page 3367 TITLE 26—INTERNAL REVENUE CODE § 6046 corporation if such person owns 10 percent or more of— (A) the total combined voting power of all classes of stock of such corporation entitled to vote, or (B) the total value of the stock of such cor- poration. (b) Form and contents of returns The returns required by subsection (a) shall be in such form and shall set forth, in respect of the foreign corporation, such information as the Secretary prescribes by forms or regulations as necessary for carrying out the provisions of the income tax laws, except that in the case of per- sons described only in subsection (a)(1)(A) the information required shall be limited to the names and addresses of persons described in sub- paragraph (B) or (C) of subsection (a)(1). (c) Ownership of stock For purposes of subsection (a), stock owned di- rectly or indirectly by a person (including, in the case of an individual, stock owned by mem- bers of his family) shall be taken into account. For purposes of the preceding sentence, the fam- ily of an individual shall be considered as in- cluding only his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants. (d) Time for filing Any return required by subsection (a) shall be filed on or before the 90th day after the day on which, under any provision of subsection (a), the United States citizen, resident, or person be- comes liable to file such return (or on or before such later day as the Secretary may by forms or regulations prescribe). (e) Limitation No information shall be required to be fur- nished under this section with respect to any foreign corporation unless such information was required to be furnished under regulations which have been in effect for at least 90 days before the date on which the United States citizen, resi- dent, or person becomes liable to file a return required under subsection (a). (f) Cross reference For provisions relating to penalties for violations of this section, sections 6679 and 7203. (Aug. 16, 1954, ch. 736, 68A Stat. 747; Pub. L. 86–780, § 7(a), Sept. 14, 1960, 74 Stat. 1016; Pub. L. 87–834, § 20(b), Oct. 16, 1962, 76 Stat. 1061; Pub. L. 94–455, title XIX, § 1906(a)(4), (b)(13)(A), Oct. 4, 1976, 90 Stat. 1824, 1834; Pub. L. 97–248, title III, § 341(a), Sept. 3, 1982, 96 Stat. 635; Pub. L. 100–647, title I, § 1012(i)(19), Nov. 10, 1988, 102 Stat. 3510; Pub. L. 105–34, title XI, § 1146(a), Aug. 5, 1997, 111 Stat. 986; Pub. L. 110–172, § 11(a)(33), Dec. 29, 2007, 121 Stat. 2487.) Editorial Notes AMENDMENTS 2007—Subsec. (b). Pub. L. 110–172 substituted ‘‘sub- section (a)(1)(A)’’ for ‘‘subsection (a)(1)’’ and ‘‘subpara- graph (B) or (C) of subsection (a)(1)’’ for ‘‘paragraph (2) or (3) of subsection (a)’’. 1997—Subsec. (a). Pub. L. 105–34 reenacted heading without change and amended text generally. Prior to amendment, text read as follows: ‘‘A return complying with the requirements of subsection (b) shall be made by— ‘‘(1) each United States citizen or resident who is on January 1, 1963, an officer or director of a foreign corporation, 5 percent or more in value of the stock of which is owned by a United States person (as de- fined in section 7701(a)(30)), or who becomes such an officer or director at any time after such date, ‘‘(2) each United States person who on January 1, 1963, owns 5 percent or more in value of the stock of a foreign corporation, or who, at any time after such date— ‘‘(A) acquires stock which, when added to any stock owned on January 1, 1963, has a value equal to 5 percent or more of the value of the stock of a foreign corporation, or ‘‘(B) acquires an additional 5 percent or more in value of the stock of a foreign corporation, ‘‘(3) each person (not described in paragraph (2)) who, at any time after January 1, 1987, is treated as a United States shareholder under section 953(c) with respect to a foreign corporation, and ‘‘(4) each person who at any time after January 1, 1963, becomes a United States person while owning 5 percent or more in value of the stock of a foreign cor- poration. In the case of a foreign corporation with respect to which any person is treated as a United States share- holder under section 953(c), paragraph (1) shall be treat- ed as including a reference to each United States per- son who is an officer or director of such corporation.’’ 1988—Subsec. (a). Pub. L. 100–647, § 1012(i)(19)(C), in- serted sentence at end relating to foreign corporation with respect to which any person is treated as a United States shareholder under section 953(c). Subsec. (a)(3), (4). Pub. L. 100–647, § 1012(i)(19)(A), added par. (3) and redesignated former par. (3) as (4). Subsec. (b). Pub. L. 100–647, § 1012(i)(19)(B), substituted ‘‘paragraph (2) or (3) of subsection (a)’’ for ‘‘subsection (a)(2)’’. 1982—Subsec. (d). Pub. L. 97–248 inserted ‘‘(or on or before such later day as the Secretary may by forms or regulations prescribe)’’. 1976—Subsec. (b). Pub. L. 94–455, § 1906(b)(13)(A), struck out ‘‘or his delegate’’ after ‘‘Secretary’’. Subsec. (e). Pub. L. 94–455, § 1906(a)(4), struck out pro- visions relating to the requirement for information to be furnished in the case of liability to file a return under subsec. (a) of this section arising on or after Jan. 1, 1963, and before June 1, 1963, under regulations in ef- fect on or before June 1, 1963. 1962—Pub. L. 87–834 substituted ‘‘organization or reor- ganization of foreign corporations and as to acquisi- tions of their stock’’ for ‘‘creation or organization, or reorganization, of foreign corporations’’ in section catchline. Subsec. (a). Pub. L. 87–834 amended subsec. (a) gen- erally. Prior to amendment, subsec. (a) read as follows: ‘‘(a) GENERAL RULE.—On or before the 90th day after the creation or organization, or reorganization, of any foreign corporation— ‘‘(1) Each United States citizen or resident who was an officer or director of the corporation at any time within 60 days after the creation or organization, or reorganization thereof, and ‘‘(2) Each United States shareholder of the corpora- tion by or for whom, at any time within 60 days after the creation or organization or reorganization of the corporation, 5 percent or more in value of the stock of the corporation outstanding was owned directly or indirectly (including, in the case of an individual, stock owned by members of his family), shall make a return in compliance with the provisions of subsection (b).’’ Subsec. (b). Pub. L. 87–834 inserted the exception pro- viding that in the case of persons described only in sub- sec. (a)(1) the information required shall be limited to the names and addresses of persons described in subsec. (a)(2). Page 3368 TITLE 26—INTERNAL REVENUE CODE § 6046A Subsec. (c). Pub. L. 87–834 substituted provisions re- quiring, for purposes of subsec. (a), stock owned di- rectly or indirectly by a person (including, in the case of an individual, stock owned by members of his fam- ily) to be taken into account for provisions which de- fined ‘‘United States shareholder’’. Subsecs. (d) to (f). Pub. L. 87–834 added subsecs. (d) and (e) and redesignated former subsec. (d) as (f) and in- serted a reference to section 6679 of this title. 1960—Pub. L. 86–780 substituted ‘‘Returns as to cre- ation or organization, or reorganization, of foreign cor- porations’’ for ‘‘Returns as to formation or reorganiza- tion of foreign corporations’’ in section catchline. Subsec. (a). Pub. L. 86–780 substituted requirement that returns relating to the creation, organization, or reorganization of foreign corporations be made by every citizen or resident of the United States who was an officer or director of the corporation at any time within 60 days after its creation, organization, or reor- ganization, and by every United States shareholder of the corporation owning at least 5 percent of its out- standing stock at any time within such 60 days for re- quirement that every attorney, accountant, fiduciary, bank, trust company, financial institution, or other person, who advises as to the formation or reorganiza- tion of a foreign corporation, file a return in accord- ance with regulations prescribed by the Secretary of the Treasury or his delegate. Subsec. (b). Pub. L. 86–780 reenacted the substance of subsec. (b), struck out ‘‘to the full extent of the infor- mation within the possession or knowledge or under the control of the person required to make the return’’ before ‘‘such information’’. Subsec. (c). Pub. L. 86–780 inserted the provisions de- fining United States shareholder and members of fam- ily and struck out provision relating to the making of a return by an attorney-at-law with respect to privi- leged communications. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1997 AMENDMENT Pub. L. 105–34, title XI, § 1146(b), Aug. 5, 1997, 111 Stat. 986, provided that: ‘‘The amendment made by this sec- tion [amending this section] shall take effect on Janu- ary 1, 1998.’’ EFFECTIVE DATE OF 1988 AMENDMENT Amendment by Pub. L. 100–647 effective, except as otherwise provided, as if included in the provision of the Tax Reform Act of 1986, Pub. L. 99–514, to which such amendment relates, see section 1019(a) of Pub. L. 100–647, set out as a note under section 1 of this title. EFFECTIVE DATE OF 1982 AMENDMENT Pub. L. 97–248, title III, § 341(c), Sept. 3, 1982, 96 Stat. 635, provided that: ‘‘The amendments made by this sec- tion [amending this section and section 6048 of this title] shall apply to returns filed after the date of the enactment of this Act [Sept. 3, 1982].’’ EFFECTIVE DATE OF 1962 AMENDMENT Pub. L. 87–834, § 20(e)(2), Oct. 16, 1962, 76 Stat. 1063, provided that: ‘‘The amendments made by subsection (b) [amending this section] shall take effect on January 1, 1963.’’ EFFECTIVE DATE OF 1960 AMENDMENT Pub. L. 86–780, § 8, Sept. 14, 1960, 74 Stat. 1016, provided that: ‘‘The amendments made by section 7 [amending this section] shall apply only with respect to foreign corporations created or organized, or reorganized, after the date of the enactment of this Act [Sept. 14, 1960].’’ § 6046A. Returns as to interests in foreign part- nerships (a) Requirement of return Any United States person, except to the ex- tent otherwise provided by regulations— (1) who acquires any interest in a foreign partnership, (2) who disposes of any portion of his inter- est in a foreign partnership, or (3) whose proportional interest in a foreign partnership changes substantially, shall file a return. Paragraphs (1) and (2) shall apply to any acquisition or disposition only if the United States person directly or indirectly holds at least a 10-percent interest in such part- nership either before or after such acquisition or disposition, and paragraph (3) shall apply to any change only if the change is equivalent to at least a 10-percent interest in such partnership. (b) Form and contents of return Any return required by subsection (a) shall be in such form and set forth such information as the Secretary shall by regulations prescribe. (c) Time for filing return Any return required by subsection (a) shall be filed on or before the 90th day (or on or before such later day as the Secretary may by regula- tions prescribe) after the day on which the United States person becomes liable to file such return. (d) 10-percent interest For purposes of subsection (a), a 10-percent in- terest in a partnership is an interest described in section 6038(e)(3)(C). (e) Cross reference For provisions relating to penalties for violations of this section, see sections 6679 and 7203. (Added Pub. L. 97–248, title IV, § 405(a), Sept. 3, 1982, 96 Stat. 669; amended Pub. L. 105–34, title XI, § 1143(a), Aug. 5, 1997, 111 Stat. 983.) Editorial Notes AMENDMENTS 1997—Subsec. (a). Pub. L. 105–34, § 1143(a)(1), inserted at end ‘‘Paragraphs (1) and (2) shall apply to any acqui- sition or disposition only if the United States person directly or indirectly holds at least a 10-percent inter- est in such partnership either before or after such ac- quisition or disposition, and paragraph (3) shall apply to any change only if the change is equivalent to at least a 10-percent interest in such partnership.’’ Subsecs. (d), (e). Pub. L. 105–34, § 1143(a)(2), added sub- sec. (d) and redesignated former subsec. (d) as (e). Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1997 AMENDMENT Pub. L. 105–34, title XI, § 1143(c), Aug. 5, 1997, 111 Stat. 984, provided that: ‘‘The amendments made by this sec- tion [amending this section and section 6679 of this title] shall apply to transfers and changes after the date of the enactment of this Act [Aug. 5, 1997].’’ EFFECTIVE DATE Pub. L. 97–248, title IV, § 407(b), Sept. 3, 1982, 96 Stat. 671, provided that: ‘‘The amendments made by section 405 [enacting this section and amending section 6679 of this title] shall apply with respect to acquisitions or dispositions of, or substantial changes in, interests in foreign partnerships occurring after the date of the en- actment of this Act [Sept. 3, 1982].’’ SPECIAL RULE FOR CERTAIN INTERNATIONAL SATELLITE PARTNERSHIPS For provision that this section is not applicable to certain international satellite partnerships, see section