Independent form guide. BrieflyGo is not affiliated with or endorsed by IRS, USCIS, SSA, DOL, or any U.S. government agency. Official forms are sourced from public government websites.
Official form guide
Form 8937: Report of Organizational Actions Affecting Basis of Securities
IRS Form 8937 is a report for issuers of specified securities to file when they take organizational actions affecting the basis of those securities. It must be filed on or before the 45th day following the action.
Need help with Form 8937?
Open it in the AI Editor for field guidance, checks, and PDF export.
Need help? AI Editor guides you through every field of Form 8937.
Start filling →Form Overview
IRS Form 8937 - Report of Organizational Actions Affecting Basis of Securities
IRS Form 8937 is a report for issuers of specified securities to file when they take organizational actions affecting the basis of those securities. It must be filed on or before the 45th day following the action.
Risk Radar
Scan points- 1Missing the filing deadline or reporting incorrect basis can trigger penalties under IRC sections 6721-6724.
- 2Failing to file within the 45-day deadline after an organizational action
- 3Incorrectly reporting the basis adjustment for a security
- 4Omitting required information from Part I or II of the form
- 5Not reporting an organizational action that affects securities' basis
Plain English
This form reports changes from corporate actions (like mergers) that affect how much you paid for your stocks or other securities, helping the IRS track basis adjustments.
Submission Date
- Filing date: 2017-12-26 22:00:09
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
AI co-pilot
Fill it faster. Catch mistakes before you file.
What this form is for
- Use this form when you are an issuer of a specified security that takes an organizational action affecting the basis of that security.
- Do not use it when you can satisfy reporting requirements by posting a completed and signed Form 8937 in a readily accessible format on your primary public website for 10 years, or if you are exempt recipients (e.g., RIC/REITs using Form 2439).
- Check Form 2439 instead when you are a regulated investment company (RIC) or real estate investment trust (REIT) reporting undistributed capital gains to shareholders.
Form selector
Use this form or another form?
You make a distribution of securities reportable as a dividend on Form 1099-DIV
The distribution is classified as a dividend rather than an organizational action affecting basis, so you use that form instead
✓ Confirm the distribution is not a nontaxable cash/stock distribution (which would require 8937) but qualifies for Form 1099-DIV
You are a regulated investment company or real estate investment trust reporting undistributed capital gains to shareholders on Form 2439
RICs/REITs can satisfy organizational action requirements via Form 2439, so you use that instead of 8937 for those actions
✓ Verify the undistributed gains are being reported on Form 2439 and provided to all proper parties
You distribute stock to someone exercising a previously granted right to purchase stock (e.g., exercising an option)
This distribution does not affect the basis of securities held by others and is not reportable via 8937
✓ Confirm the distribution is due to exercising a pre-granted right rather than an organizational action affecting basis
None (no alternate form, but confirm not filing)
Deadline or filing window
File on or before the 45th day following your organizational action, or by January 15 of the next year if that date is earlier. No extensions are specified in the source.
Checklist
What you need before filling it out
Part I Boxes 1 and 2 (Issuer's name/EIN)
Employer identification number · Business registration or tax records
Box 8 (Date of action)
Date the organizational action occurred · Corporate minutes or internal records
Part II Boxes 9-13 (Security classification and identifiers)
Security details from issuer's records · Stock ledger or brokerage statements
Box 17 (Applicable IRC sections)
Tax code references for tax treatment · Legal or tax advisor documentation
Signature block (Preparer's signature if applicable)
Preparer's signature and PTIN · Preparer's credentials file
Before you submit
- 1Verify the revision date on the form is 12/2017.
- 2Ensure Part I boxes 1 and 2 contain issuer's name and EIN.
- 3Confirm Box 8 (Date of action) matches when organizational action occurred.
- 4Check that all applicable security details in Part II are complete.
- 5Make sure Box 17 lists any Internal Revenue Code sections for tax treatment.
- 6Sign the form under penalties of perjury if you sign as an officer; otherwise, include preparer's PTIN and signature.
- 7Keep a copy of the filed Form 8937.
How to file this form
- 1Gather issuer information (name, EIN).
- 2Identify all securities involved in organizational action.
- 3Complete Part I with issuer details and contact info.
- 4For each security, fill Part II boxes 8-13 (date, classification, CUSIP, etc.).
- 5List applicable IRC sections in Box 17 if needed.
- 6Sign the form under penalties of perjury.
- 7Mail to Department of Treasury, Internal Revenue Service, Ogden, UT 84201-0054.
Known limitations
- 1Do not file Form 8937 if you distribute stock to someone exercising a previously granted right to purchase stock.
- 2No reporting is required for an initial public offering (IPO) or an issuance of a debt instrument unless it occurs in a recapitalization.
- 3Do not report a distribution on Form 8937 if the distribution is reportable as a dividend on Form 1099-DIV.
- 4No reporting is required if all holders are exempt recipients (e.g., C corporations, charitable organizations, foreign holders, IRAs, HSAs, U.S. government entities).
- 5S corporations do not need to file Form 8937 if they report the organizational action's effect on stock basis on Schedule K-1 (Form 1120S) and provide copies.
- 6Regulated investment companies (RICs) or real estate investment trusts (REITs) that report undistributed capital gains on Form 2439 do not need to file Form 8937 for those actions.
Field map
Compact field-by-field guide
Entity Info
1 items
Name and taxpayer ID of the entity claiming the credit.
Credit Info
1 items
Type of credit or incentive being claimed.
Calculation
2 items
The base amount used to calculate the credit.
Calculated credit amount after applying formulas and limitations.
Certification
1 items
Detailed breakdown supporting the credit calculation.
Signatures
1 items
Sign and date the form.
Almost done reviewing the fields?
Fillable formOpen in Editor->The official edition is Rev. December 2017 (12/17). For latest information about developments related to Form 8937, visit IRS.gov/Form8937.
What changed or needs a fresh check
- Edition date — confirm the revision date reads 12-2017
- Fee — Not stated in the official source
- Mailing address — Send to Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054
- Signature — Sign under penalties of perjury
Quick Facts
Downloads
After you file
- 1Retain records related to Form 8937 for as long as their contents may become material in the administration of any Internal Revenue law
- 2Tax returns and return information are confidential per section 6103; do not share with unauthorized parties
- 3If facts change that affect the quantitative basis, file a corrected return within 45 days (see Regulations sections 1.6045B-1(a)(2)(ii) and 1.6045B-1(g), Example 2)
- 4No confirmation receipt is issued; keep the filed copy as proof
Sources
- SRCInstructions p.1 — Who must file criteria for specified securities.
- SRCInstructions p.1 — Exception: Do not file if distributing stock to someone exercising a previously granted right.
- SRCInstructions p.1 — Exempt recipients list (C corporations, charitable organizations, etc.).
- SRCInstructions p.1 — Special rules for S corporations and RICs/REITs.
- SRCInstructions p.2 — Filing deadline is on or before the 45th day following the organizational action or January 15 of the year following.
- SRCInstructions p.2 — Where to file Form 8937.
Common confusion points
Do I file Form 8937 for a stock split?
Might confuse nontaxable distributions with taxable ones; check if distribution is nontaxable and affects basis.
Is Form 8937 required when a debt instrument converts to equity due to a rate adjustment?
Unclear if conversion triggers the form; verify if the adjustment results in a distribution under section 305(c) after December 31, 2015.
Do I need to file Form 8937 for an initial public offering (IPO) of stock?
Might think IPO is an organizational action affecting basis; check source: no unless in recapitalization.
What if all security holders are exempt recipients? Do I still file?
Confusion about exemption rules; verify if all holders fall under Regulations section 1.6045B-1(b)(5) exemptions.
When is the deadline to file Form 8937?
Might miss the 45th day or January 15 rule; calculate 45 days after action date, or use January 15 of the year following if earlier.
Do I need to file Form 8937 for a dividend reported on Form 1099-DIV?
Confuse between dividend reporting and organizational actions; check if distribution is reportable as a dividend.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- | File a corrected return on Form 8937 within 45 days if facts change the quantitative effect on basis
Questions about IRS Form 8937
What is IRS Form 8937 used for?
This form reports changes from corporate actions (like mergers) that affect how much you paid for your stocks or other securities, helping the IRS track basis adjustments.
Who must file IRS Form 8937?
Issuers of specified securities that take organizational actions affecting their basis must file this form.
What information does IRS Form 8937 require?
Part I collects issuer identification and contact information; Part II lists details about each affected security involved in the organizational action.
When is IRS Form 8937 due?
File on or before the 45th day following the organizational action, or by January 15 of the year after the action if that date is earlier.
Where do I file IRS Form 8937?
Send to Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054.
How do I complete IRS Form 8937?
Complete Part I with your issuer name and EIN; provide a contact person's details. For each affected security in Part II, enter the required information (like classification). Sign the form as required by law.
What happens if IRS Form 8937 is filed incorrectly?
Failure to file correctly may result in penalties under IRC sections 6721 through 6724.
Do I file Form 8937 for a stock split?
Might confuse nontaxable distributions with taxable ones; check if distribution is nontaxable and affects basis.
Source transparency
Copyright & Licensing - US Government Forms
BrieflyGo links to and explains official public form sources. We are not a government agency, and this page is for general form guidance, not legal advice.
Understand the agreement before you sign it.
Review risky clauses in plain English, fix the document, and keep it moving toward signature.