On Friday January 13, 2012 the IRS posted Notice 2012-11, Transitional Relief for Section 6045B Issuer Returns and Statements for 2011 Organizational Actions.
The transition relief affects organizations’ that were facing the January 17, 2012 deadline for reporting organizational actions that affected the basis of the organizations security during calendar year 2011.
The announcement states “That the Internal Revenue Service will not impose penalties for reporting incorrect information against issuers under sections 6721 or 6722 related to filing and furnishing Form 8937 for 2011 organizational actions provided that they make good-faith efforts in timely posting the Form 8937 or the required information on the issuers’ primary public Websites or filing accurate Forms 8937 and furnishing the corresponding issuer statements.”
The service recognized that given the short notice and because Monday January 16, 2012 is a federal holiday that transition relief was warranted. Accordingly, the Service will permit an issuer to publicly report an organizational action by posting either Form 8937 or the required information in a readily accessible format to an area of its primary public Website. The Service will treat the issuer as having filed Form 8937 and furnished issuer statements to stockholders or nominees on the date of posting of the Form 8937 or the required information.
Further, the Service will not impose penalties for reporting incorrect information under sections 6721 and 6722 on issuers that must file information returns and furnish statements under section 6045B provided that they make good-faith efforts to timely post the Form 8937 or the required information on their primary public Web sites or file accurate Forms 8937 and furnish the corresponding issuer statements. The potential impact of the issues addressed in this Notice will be considered in assessing reasonable cause with respect to broker reporting required under section 6045(g).
This transitional relief is limited to reporting organizational actions occurring in 2011. This transitional relief does not apply to issuers of stock in a regulated investment company, which are not subject to the issuer reporting requirements for 2011 organizational actions.
Please visit the AICPA website for information on filing form 8937.