E-file Form 1099-CAP Online to Report Corporate Control and Capital Structure Changes

If you are a corporation required to file Form 8806, you are generally required to file Form 1099-CAP for each shareholder who receives cash, stock, or other property as a result of an acquisition of control or a substantial change in capital structure.

You may need to file Form 1099-CAP when:

• Your corporation acquires control.
• Your corporation undergoes a substantial change in capital structure.
• A shareholder receives cash, stock, or other property as a result of the transaction.

Certain brokers may also have Form 1099-CAP reporting obligations when they know, or have reason to know, that a corporation has undergone an acquisition of control or a substantial change in capital structure.

An acquisition of control generally occurs when a corporation acquires at least 50% of another corporation's voting power or value through a qualifying transaction, subject to the requirements in the IRS instructions. The transaction must also meet applicable value and gain-recognition conditions.

For the 2026 tax year, shareholder copies are generally due by February 1, 2027. The IRS filing deadline is February 28, 2027, for paper returns and March 31, 2027, for electronic returns. Forms furnished to clearing organizations are generally due by January 5, 2027. If a deadline falls on a weekend or legal holiday, it moves to the next business day.

A corporation generally does not have to file Form 1099-CAP for shareholders who meet certain exemption criteria, including:

• Shareholders who receive stock in an exchange that is not subject to gain recognition under Section 367(a).
• Shareholders whose total cash, stock, and other property received does not exceed $1,000.
• Shareholders who provide a properly completed exemption certificate.
• Foreign persons with valid Form W-8BEN or other acceptable documentation establishing their foreign status.

The IRS may impose penalties when Form 1099-CAP is not filed correctly or on time. For an acquisition of control or substantial change in capital structure, the penalty under Section 6652(l) can be:

• $500 per day for each day the failure continues
• Up to $100,000 in total for the acquisition of control or substantial change in capital structure

To request an extension, file Form 8809 with the IRS on or before the original due date. This extension isn't automatic and is granted only in specific circumstances, which must be explained on the form. If you need more time to furnish recipient copies specifically, file Form 15397 by the original due date.