Corporate and shareholder reporting.

The IRS announced new regulatory revisions that will reduce the reporting burden on corporations and shareholders, while also making it easier for them to file electronically; see Rev. Proc. 2006-21, TD 9264 and REG-134317-05 (all dated 5/26/06). The announcement is part of an ongoing effort by the Service to remove impediments to e-filing from its regulations. In addition, it simplified, clarified and eliminated various reporting requirements.

The changes apply to more than 20 regulations involving corporate and shareholder reporting requirements. A number of the revisions address rules governing corporate transactions, such as transfers to a corporation, mergers, spinoffs or liquidations.

Sec. 351 reporting: For example, Sec. 351 covers transfers of property to corporations. It applies not only to property transfers to large, multinational corporations, but also to transfers to small corporations, such as those formed when a partnership or sole proprietorship opts to become a corporation.

Before the changes, the Sec. 351 regulations had imposed reporting requirements on anyone who owned a share of a company involved in a Sec. 351 transfer and on the company itself. Those requirements involved 18 information items from shareholders and 20 information items from corporations.

The revised regulations limit the Sec. 351 reporting requirement to only those stockholders who own either 5% or more of a public company, or 1% or more of a privately held company--drastically reducing the number of stockholders who must file a report. Also, the revised regulations reduce the reportable information to four items: the company's name and employer identification number, the date of the asset transfer, the fair market value and basis of the assets transferred, and the date of any IRS letter ruling.

The Service will still receive information to help determine compliance, but the amount of information, and the burden on taxpayers, is greatly reduced. There is also a more realistic reporting requirement for shareholders. Indeed, many shareholders will not be required to report at all.

Electronic filing: The revised regulations also eliminate several requirements for taxpayers to provide their signatures, allowing more taxpayers to file their returns electronically. Most large corporations and tax-exempt organizations are now required to file electronically,

Lesli S. Laffie, J.D., LL.M.