[Federal Register Volume 74, Number 220 (Tuesday, November 17, 2009)]
[Rules and Regulations]
[Pages 59087-59092]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-27451]
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DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[TD 9470]
RIN 1545-BH69
Information Reporting Requirements Under Internal Revenue Code
Section 6039
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
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SUMMARY: This document contains the final regulations relating to the
return and information statement requirements under section 6039 of the
Internal Revenue Code (Code). These regulations reflect changes to
section 6039 made by section 403 of the Tax Relief and Health Care Act
of 2006. These regulations affect corporations that issue statutory
stock options and provide guidance to assist corporations in complying
with the return and information statement requirements under section
6039.
DATES: Effective Date: These regulations are effective on November 17,
2009.
Applicability Date: For dates of applicability, see Sec. Sec.
1.6039-1(g) and 1.6039-2(e).
FOR FURTHER INFORMATION CONTACT: Thomas Scholz or Ilya Enkishev at
(202) 622-6030 (not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information contained in these regulations has
been reviewed and approved by the Office of Management and Budget in
accordance with the Paperwork Reduction Act of 1995 (44 U.S.C. 3507(d))
under control number 1545-2129. Responses to this collection of
information are required to assist taxpayers with the completion of
their income tax returns for the taxable year in which a disposition of
stock acquired under a statutory option occurs.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless the collection of
information displays a valid control number assigned by the Office of
Management and Budget.
Books or records relating to a collection of information must be
retained as long as their contents may become material in the
administration of any internal revenue law. Generally, tax returns and
tax return information are confidential, as required by 26 U.S.C. 6103.
[[Page 59088]]
Background
Section 403 of the Tax Relief and Health Care Act of 2006 (Act)
amended the information reporting requirements of section 6039. Prior
to its amendment, section 6039 required corporations to furnish a
written statement to each employee, in a manner prescribed by the
Secretary in the regulations, regarding: (i) The corporation's transfer
of stock pursuant to the employee's exercise of an incentive stock
option described in section 422(b); and (ii) the transfer of stock by
the employee where the stock was acquired pursuant to the exercise of
an option described in section 423(c). Corporations must furnish
employees with the information statements required by section 6039 on
or before January 31 of the year following the year for which the
statement is required. Prior to the amendment of section 6039 made by
the Act, the regulations under section 6039 were last updated in 2004.
See TD 9144 (69 FR 46401).
As amended by the Act, section 6039 requires corporations to file
an information return with the IRS, in addition to providing employees
with an information statement, following a stock transfer. Section
6039, as amended by the Act, applies to stock transfers occurring on or
after January 1, 2007. However, in Notice 2008-8, 2008-3 IRB 276
(December 19, 2007) (see Sec. 601.601(d)(2)(ii)(b)), the IRS waived
the obligation to file an information return for 2007 stock transfers
governed by section 6039.
On July 17, 2008, the Department of Treasury published a notice of
proposed rulemaking (REG-103146-08) in the Federal Register (73 FR
40999) under section 6039. In addition to describing the return and
information reporting requirements pursuant to section 6039, the notice
of proposed rulemaking waived the obligation to file an information
return for 2008 stock transfers governed by section 6039. A public
hearing on the proposed regulations was held on October 30, 2008.
Written and electronic comments responding to the notice of proposed
rulemaking were received. After consideration of these comments, the
Department of Treasury adopts the proposed regulations as final
regulations, with the modifications set forth in this Treasury
decision. The significant revisions are discussed in this preamble.
Explanation of Provisions
1. Overview
These final regulations describe the information that is required
in the return filed with the IRS and the information statement
furnished to employees pursuant to section 6039. There are two sections
under these final regulations: Sec. 1.6039-1, Returns required in
connection with certain options; and Sec. 1.6039-2, Statements to
persons with respect to whom information is reported. A principal
objective of these final regulations is to require corporations to
furnish employees with sufficient information to enable them to
calculate their tax obligations upon disposition of the shares acquired
by the exercise of a statutory option. As discussed further in this
preamble, the IRS will issue two forms (with accompanying instructions)
that corporations must use to satisfy the return and information
statement requirements under section 6039.
Comments received in response to the proposed regulations were
generally favorable. Commenters observed that the proposed regulations
improved the existing regulations by requiring corporations to provide
additional information useful to employees for purposes of computing
tax liability with respect to the disposition of shares acquired
pursuant to the exercise of a statutory option. These final regulations
are generally similar to the proposed regulations with the
modifications described below in response to the comments submitted by
taxpayers.
2. Return and Information Statement Requirements for Stock Acquired
Pursuant to Incentive Stock Options
With respect to the transfer of stock pursuant to the exercise of
an incentive stock option, the information required in the return and
the information statement pursuant to Sec. 1.6039-1(a) and Sec.
1.6039-2(a) of these final regulations is the same information that is
required pursuant to the proposed regulations.
3. Return and Information Statement Requirements for Stock Acquired
Under Employee Stock Purchase Plans
a. Transfers of Legal Title for Stock Acquired Under an Employee Stock
Purchase Plan
Section 6039(a)(2) requires every corporation which records (or has
by its agent recorded) a transfer of the legal title of a share of
stock acquired by the employee where the stock was acquired pursuant to
the exercise of an option described in section 423(c) to file a return
with respect to each transfer made during a particular year. Section
6039(c)(2) provides that the return under section 6039(a)(2) is
required only with respect to the first transfer of such stock by the
person who exercised the option. Section 6039(b) requires every
corporation filing a return under section 6039(a)(2) to furnish to each
employee named in such return a written statement with respect to the
transfer or transfers made by the employee during a particular year.
Several commenters noted that it has become common practice for
employers to maintain a system in which shares acquired by employees
under an employee stock purchase plan are deposited directly into a
brokerage account established on behalf of the employee. In the typical
arrangement, a contractual agreement exists with a recognized broker or
financial institution, and employees who elect to participate in the
employee stock purchase plan direct that all shares acquired upon the
exercise of the option be immediately deposited into a brokerage
account established on behalf of the employee. The legal title of the
shares deposited into the brokerage account is typically held by
another entity acting as a securities depository, which holds the
shares in the street name of the broker. The employee has a beneficial
interest in the shares, but the securities depository holds legal title
of the shares.
The final regulations modify Sec. 1.6039-1(b)(3) of the proposed
regulations to provide that a transfer of legal title to a recognized
broker or financial institution immediately following the exercise of
an option is treated as the first transfer of legal title for purposes
of the section 6039(a)(2) filing requirement. Accordingly, if an
employer operates an employee stock purchase plan pursuant to which
shares acquired upon exercise of the option will be immediately
deposited into a brokerage account established on behalf of the
employee, then the deposit of shares by the employee into the brokerage
account following the exercise of the option is the first transfer of
legal title of the shares acquired by the employee and the corporation
is only required to file a return relating to such transfer of legal
title.
For employees whose shares are immediately deposited into a
brokerage account following the exercise of an option, the exercise of
the option and the first transfer of legal title occur on the same
date. In such a case, the dates to be provided under Sec. Sec. 1.6039-
1(b)(1)(vii) (the date the option was exercised) and (ix) (the date
legal title was first transferred) will be the same.
If, instead of establishing a brokerage arrangement, an employer
either issues a stock certificate directly to an employee who purchases
stock pursuant to an employee stock purchase plan, or
[[Page 59089]]
registers the shares in the employee's name on the employer's record
books and the employer or its transfer agent holds the shares for the
employee in book-entry form, then, for purposes of section 6039(a)(2)
and (c)(2), the issuance of the stock certificate or the registration
of the stock ownership on the record books is not considered the first
transfer of legal title of the stock acquired by the employee.
Accordingly, the employer is not required to file a return and furnish
an information statement to the employee (pursuant to section
6039(a)(2) and (b)) with respect to such transfer of the stock to the
employee. Instead, the employer is required to file a return and
furnish an information statement to the employee with respect to the
first transfer of the legal title of the stock acquired by the employee
(for example, when the employee sells the stock or transfers the stock
to a brokerage account established on behalf of the employee).
Consequently, if a stock certificate is issued or the ownership of the
shares is registered on the employer's record books following the
exercise of an option, the exercise of the option and the first
transfer of legal title occur on different dates, unless the shares are
immediately sold or otherwise transferred. Accordingly, in such a case,
the dates to be provided under Sec. Sec. 1.6039-1(b)(1)(vii) (the date
the option was exercised) and (ix) (the date legal title was first
transferred) will be different.
b. Reporting of Information With Respect to the Special Tax Rule Under
Section 423(c)
Acknowledging that one of the primary purposes of these regulations
is to provide information to employees for purposes of computing their
tax liability with respect to the disposition of shares acquired
pursuant to statutory options, commenters suggested that the return and
information statement provided with respect to options granted under an
employee stock purchase plan contain additional information necessary
to calculate the tax liability in the case of a qualifying disposition
of the stock. Under section 423(a), a qualifying disposition occurs if
the stock acquired under an employee stock purchase plan is disposed of
no earlier than two years after the date of grant of the option and one
year after the date of exercise of the option.
Section 423(c) provides a special rule for calculating the timing
and amount of compensation income that must be recognized in the event
of a qualifying disposition when the exercise price is less than 100
percent of the value of a share on the date of grant. Generally, the
compensation income recognized is the lesser of: (a) The excess of the
fair market value of the share on the date of grant over the exercise
price, and (b) the excess of the fair market value of a share at the
time of disposition (or death) over the price paid per share. The flush
language of section 423(c) provides that if the exercise price is not
known on the date of grant, the exercise price shall be determined as
if the option were exercised on the date of grant.
There are various circumstances under which the exercise price will
not be known on the date of grant. For example, the exercise price will
not be known on the date of grant if the exercise price is equal to the
lesser of 85 percent of the fair market value of the stock on the date
of grant or 85 percent of the fair market value of the stock on the
date of exercise. In addition, the exercise price will not be known on
the date of grant if the exercise price is calculated based on a
certain percentage (not less than 85 percent) of the fair market value
of the stock on the date of exercise. In order to compute the tax
liability resulting from a qualifying disposition of the stock acquired
using either of the foregoing pricing formulas, the employee needs to
know the exercise price determined as if the option were exercised on
the date of grant of the option.
In response to the comments, these final regulations modify the
proposed regulations by adding Sec. 1.6039-1(b)(vi) to these final
regulations. If the exercise price per share of an option is not fixed
or determinable on the date the option was granted to the employee,
Sec. 1.6039-1(b)(vi) of these final regulations requires corporations
to include in the return and information statement the exercise price
per share determined as if the option were exercised on the date of
grant.
c. Requirement of Return and Information Statement Under Section
6039(a)(2) and (b)
Commenters asked for clarification regarding whether the return and
information statement requirements of section 6039(a)(2) and (b) apply
only to the transfer of shares pursuant to a qualifying disposition.
Section 6039(a)(2) requires that an information return be filed by
every corporation which in any calendar year records (or has by its
agent recorded) a transfer of the legal title of a share of stock
acquired by the transferor pursuant to his or her exercise of an option
described in section 423(c). The IRS and the Treasury Department have
concluded that the reference in section 6039(a)(2) to an option
described in 423(c) relates to the exercise price of the option (as
evidenced by the parenthetical phrase in 6039(a)(2) following the
reference to section 423(c)) rather than whether or not the shares are
disposed of in a qualifying disposition as also described in 423(c).
Furthermore, section 6039(c)(2) provides that the return and
information statement requirements of section 6039(a)(2) and (b) are
triggered by the first transfer of the legal title of the shares. This
provision would be unnecessary if section 6039(a)(2) only applied to
qualifying dispositions. Therefore, these final regulations provide
that the return and information statement requirements are not
dependent upon whether such transfer of legal title is a qualifying or
disqualifying disposition.
Commenters also asked for clarification regarding whether the
return and information statement requirements of section 6039(a)(2) and
(b) only apply to the transfer of shares acquired pursuant to an option
described in section 423(c) where the exercise price is less than 100
percent of the value of a share on the date of grant. These final
regulations provide that the return and information statement
requirements of section 6039(a)(2) and (b) also apply to the transfer
of shares acquired pursuant to an option where the exercise price is
not fixed or determinable on the date of grant, as well as to the
transfer of shares acquired pursuant to an option described in section
423(c) where the exercise price is less than 100 percent of the value
of a share on the date of grant.
4. Nonresident Aliens
Several commenters suggested that the return and information
statement requirements of section 6039 should not apply to nonresident
aliens (as defined in section 7701(b)) who perform services outside the
United States. These commenters point out that the reported information
may not be useful to nonresident aliens because they likely will not
have any U.S. tax liability.
In response to comments, these final regulations modify the
proposed regulations by adding Sec. 1.6039-1(e) which provides an
exception to the return requirements of section 6039(a) for certain
nonresident aliens. With respect to incentive stock options, the return
requirement of section 6039(a)(1) is not applicable to the exercise of
an incentive stock option by an employee who is a nonresident alien and
to whom the corporation is not required to
[[Page 59090]]
provide a Form W-2, Wage and Tax Statement (or its designated
successor) for any calendar year within the time period beginning with
the first day of the calendar year in which the option was granted to
the employee and ending on the last day of the calendar year in which
the employee exercised the incentive stock option. With respect to
employee stock purchase plans, the return requirement of section
6039(a)(2) is not applicable to the first transfer of legal title of a
share of stock by an employee who is a nonresident alien and to whom
the corporation is not required to provide a Form W-2 for any calendar
year within the time period beginning with the first day of the
calendar year in which the option was granted to the employee and
ending on the last day of the calendar year in which the employee first
transferred legal title to shares acquired under the option. For
purposes of Sec. 1.6039-1(e) of these final regulations, the term
corporation is defined in section 7701(a) and includes, but is not
limited to, the corporation issuing the stock, a related corporation of
the corporation, any agent of the corporation, any party distributing
shares of stock or other payments in connection with the plan (for
example, a brokerage firm), and any party in control of the payment of
remuneration for employment to the employee.
5. Forms To Satisfy the Return and Information Statement Requirements
Returns required by Sec. 1.6039-1(a) of these final regulations
and information statements required by Sec. 1.6039-2(a) of these final
regulations must be made using Form 3921, Exercise of an Incentive
Stock Option Under Section 422(b) (or its designated successor) and
filed in the manner provided in the instructions thereto. Returns
required by Sec. 1.6039-1(b) of these final regulations and
information statements required by Sec. 1.6039-2(b) of these final
regulations must be made using Form 3922, Transfer of Stock Acquired
Through an Employee Stock Purchase Plan under Section 423(c) (or its
designated successor) and filed in the manner provided in the
instructions thereto. Section 1.6039-1(c) of the proposed regulations
provided that Forms 3921 and 3922 must be filed on or before January 31
of the year following the year for which the return and statement are
required. Section 1.6039-1(c) of these final regulations has been
revised to provide that Forms 3921 and 3922 must be filed in accordance
with the guidelines and procedures set forth in the instructions to
Forms 3921 and 3922. The IRS expects to release Forms 3921 and 3922 in
the near future.
Several commenters suggested that taxpayers be allowed to satisfy
the information statement requirements of Sec. 1.6039-2(a) and (b) of
these final regulations by delivering a substitute form that includes
all of the information required to be included on the Forms 3921 or
3922, as applicable. Taxpayers may satisfy the return requirements of
Sec. 1.6039-1(a) and (b) as well as the information statement
requirements of Sec. 1.6039-2(a) and (b) by submitting substitute
Forms 3921 and 3922 in accordance with the guidelines set forth in
Publication 1179 (or its designated successor). For example, it would
be permissible for a taxpayer to satisfy the return requirements of
Sec. 1.6039-1(a) and (b) by submitting Forms 3921 and 3922 to the IRS,
and satisfy the information statement requirements of Sec. 1.6039-2(a)
and (b) by delivering substitute Forms 3921 and 3922 to the appropriate
recipients in accordance with the guidelines set forth in Publication
1179 (or its designated successor).
Effective/Applicability Date
These final regulations will apply as of January 1, 2007. However,
taxpayers are not required to comply with the return requirements of
Sec. 1.6039-1(a) and (b) of these final regulations for stock
transfers that occur during the 2007, 2008 and 2009 calendar years.
Notwithstanding the waiver of the return requirements for 2007, 2008
and 2009 stock transfers, taxpayers must furnish information statements
to employees for such stock transfers. For purposes of furnishing
information statements for stock transfers that occur during the 2007
or 2008 calendar years, taxpayers may rely on Sec. 1.6039-1 of the
2004 final regulations (69 FR 46401) or Sec. 1.6039-2 of the 2008
proposed regulations (REG-103146-08) (73 FR 40999). For purposes of
furnishing information statements for stock transfers that occur during
the 2009 calendar year, taxpayers may rely on Sec. 1.6039-1 of the
2004 final regulations (69 FR 46401), Sec. 1.6039-2 of the 2008
proposed regulations (REG-103146-08) (73 FR 40999), or these final
regulations.
Special Analyses
It has been determined that this Treasury decision is not a
significant regulatory action as defined in Executive Order 12866.
Therefore, a regulatory assessment is not required. It is hereby
certified that the regulations will not have a significant economic
impact on a substantial number of small entities. This certification is
based on the fact that the filing of a return with the IRS and the
provision of employee statements required under this Treasury decision
will impose a minimal administrative burden on small entities. It is
estimated that it will take approximately 30 minutes to prepare and
provide the information required by these regulations. Further, the
information to be provided is readily available. Therefore, an analysis
under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not
required. Pursuant to section 7805(f) of the Internal Revenue Code, the
notice of proposed rulemaking that preceded these regulations was
submitted to the Chief Counsel for Advocacy of the Small Business
Administration for comment on its impact on small business.
Drafting Information
The principal authors of these regulations are Thomas Scholz and
Ilya Enkishev, Office of the Division Counsel/Associate Chief Counsel
(Tax Exempt and Government Entities). However, other personnel from the
IRS and Treasury Department participated in their development.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and recordkeeping requirements.
Adoption of Amendments to the Regulations
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Accordingly, 26 CFR part 1 is amended as follows:
PART 1--INCOME TAXES
0
Paragraph 1. The authority citation for part 1 continues to read in
part as follows:
Authority: 26 U.S.C. 7805.
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Par. 2. Section 1.6039-1 is revised to read as follows:
Sec. 1.6039-1 Returns required in connection with certain options.
(a) Requirement of return with respect to incentive stock options
under section 6039(a)(1). (1) Every corporation which in any calendar
year transfers to any person a share of stock pursuant to such person's
exercise of an incentive stock option shall, for such calendar year,
file a return with respect to each transfer made during such year. This
return must include the following information--
(i) The name, address, and employer identification number of the
corporation transferring the stock;
(ii) If other than the corporation identified in paragraph
(a)(1)(i) of this section, the name, address and employer
identification number of the
[[Page 59091]]
corporation whose stock is being transferred;
(iii) The name, address, and identifying number of the person to
whom the share or shares of stock were transferred pursuant to the
exercise of the option;
(iv) The date the option was granted to the person;
(v) The exercise price per share;
(vi) The date the option was exercised by the person;
(vii) The fair market value of a share of stock on the date the
option was exercised by the person; and
(viii) The number of shares of stock transferred to the person
pursuant to the exercise of the option.
(2) Each return required by this paragraph (a) shall be made on
Form 3921, Exercise of an Incentive Stock Option Under Section 422(b)
(or its designated successor) and shall be filed in such manner as
provided in the instructions thereto.
(b) Requirement of return with respect to stock purchased under an
employee stock purchase plan under section 6039(a)(2). (1) Every
corporation which in any calendar year records, or has by its agent
recorded, a transfer of the legal title of a share of stock acquired by
the transferor (person who acquires the shares pursuant to the exercise
of the option) pursuant to the transferor's exercise of an option
granted under an employee stock purchase plan as described in section
423(c) and where the exercise price is less than 100 percent of the
value of the stock on date of grant or is not fixed or determinable on
the date of the grant, shall, for such calendar year, file a return
with respect to each transfer made during such year. This return must
include the following information--
(i) The name, address, and identifying number of the transferor;
(ii) The name, address and employer identification number of the
corporation whose stock is being transferred;
(iii) The date the option was granted to the transferor;
(iv) The fair market value of the stock on the date the option was
granted;
(v) The actual exercise price paid per share;
(vi) The exercise price per share determined as if the option were
exercised on the date the option was granted to the transferor (to be
provided only if the exercise price per share is not fixed or
determinable on the date the option was granted);
(vii) The date the option was exercised by the transferor;
(viii) The fair market value of the stock on the date the option
was exercised by the transferor;
(ix) The date the legal title of the shares was transferred by the
transferor (see paragraph (b)(3) of this section); and
(x) The number of shares to which legal title was transferred by
the transferor.
(2) Each return required by this paragraph (b) shall be made on
Form 3922, Transfer of Stock Acquired Through an Employee Stock
Purchase Plan Under Section 423(c) (or its designated successor) and
shall be filed in such manner as provided in the instructions thereto.
(3) A return is required by reason of a transfer described in
section 6039(a)(2) only with respect to the first transfer of legal
title of the shares by the transferor, including the first transfer of
legal title to a recognized broker or financial institution. If a
contractual agreement exists or is entered into with a recognized
broker or financial institution pursuant to which shares acquired upon
exercise of the option will be immediately deposited into a brokerage
account established on behalf of the transferor, then the deposit of
shares by the transferor into the brokerage account following the
exercise of the option is the first transfer of legal title of the
shares acquired by the transferor, and the corporation is only required
to file a return relating to such transfer of legal title.
(4) Every corporation that transfers any share of stock pursuant to
the exercise of an option described in this paragraph shall identify
such stock in a manner sufficient to enable the accurate reporting of
the transfer of legal title to such shares. Such identification may be
accomplished by assigning to the certificates of stock issued pursuant
to the exercise of such options a special serial number or color.
(c) Time for filing returns. Each return required by this section
for a calendar year must be filed in accordance with the guidelines and
procedures set forth in the instructions to Form 3921 and Form 3922.
(d) Penalty. For provisions relating to the penalty applicable to
the failure to file a return under this section, see section 6721.
(e) Exception to return requirements of section 6039(a) for certain
nonresident aliens--(1) Return requirement under section 6039(a)(1).
The return requirement of section 6039(a)(1) is not applicable to the
exercise of an incentive stock option by an employee who is a
nonresident alien (as defined in section 7701(b)) and to whom the
corporation is not required to provide a Form W-2, Wage and Tax
Statement (or its designated successor) for any calendar year within
the time period beginning with the first day of the calendar year in
which the option was granted to the employee and ending on the last day
of the calendar year in which the employee exercised the option.
(2) Return requirement under section 6039(a)(2). The return
requirement of section 6039(a)(2) is not applicable to the first
transfer of legal title of a share of stock by an employee who is a
nonresident alien (as defined in section 7701(b)) and to whom the
corporation is not required to provide a Form W-2 for any calendar year
within the time period beginning with the first day of the calendar
year in which the option was granted to the employee and ending on the
last day of the calendar year in which the employee first transferred
legal title to shares acquired under the option as described in
paragraph (b)(3) of this section.
(3) For purposes of this paragraph (e), the term corporation is
defined in section 7701(a) and includes, but is not limited to, the
corporation issuing the stock, a related corporation of the
corporation, any agent of the corporation, any party distributing
shares of stock or other payments in connection with the plan (for
example, a brokerage firm), and any party in control of the payment of
remuneration for employment to the employee.
(f) Effective/applicability date--(1) In general. This section is
effective on November 17, 2009. This section will apply as of January
1, 2007.
(2) Transition period. Taxpayers are not required to comply with
the return requirements of paragraphs (a) and (b) of this section for
stock transfers that occur during the 2007, 2008 and 2009 calendar
years.
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Par. 3. A new Sec. 1.6039-2 is added to read as follows:
Sec. 1.6039-2 Statements to persons with respect to whom information
is reported.
(a) Requirement of statement with respect to incentive stock
options under section 6039(b). (1) Every corporation filing a return
under Sec. 1.6039-1(a) shall furnish to each person whose name is set
forth in such return a written statement with respect to the transfer
or transfers made to such person during such year. This statement must
include the information described in Sec. 1.6039-1(a)(1).
(2) Each statement required by this paragraph (a) to be furnished
to any person must be furnished to such person on Form 3921, Exercise
of an Incentive Stock Option Under Section 422(b) (or its designated
successor) and be delivered at such time and in such
[[Page 59092]]
manner as provided in the instructions thereto.
(b) Requirement of statement with respect to stock purchased under
an employee stock purchase plan under section 6039(a)(2). (1) Every
corporation filing a return under Sec. 1.6039-1(b) shall furnish to
each person whose name is set forth in such return a written statement
with respect to the transfer or transfers made by such person during
such year. This statement must include the information described in
Sec. 1.6039-1(b)(1).
(2) Each statement required by this paragraph (b) to be furnished
to any person must be furnished to such person on Form 3922, Transfer
of Stock Acquired Through an Employee Stock Purchase Plan Under Section
423(c) (or its designated successor) and be delivered at such time and
in such manner as provided in the instructions thereto.
(3) If the statement required by this paragraph is made by the
authorized transfer agent of the corporation, it is deemed to have been
made by the corporation. The term transfer agent, as used in this
section, means any designee authorized to keep the stock ownership
records of a corporation and to record a transfer of title of the stock
of such corporation on behalf of such corporation.
(c) Time for furnishing statements--(1) In general. Each statement
required by this section to be furnished to any person for a calendar
year must be furnished to such person on or before January 31 of the
year following the year for which the statement is required.
(2) Extension of time. An extension of time to furnish statements
required by this section may be granted in accordance with the
guidelines and procedures set forth in the instructions to Form 3921
and Form 3922.
(d) Penalty. For provisions relating to the penalty applicable to
the failure to furnish a statement under this section, see section
6722.
(e) Effective/applicability date--(1) In general. This section is
effective on November 17, 2009. This section will apply as of January
1, 2007.
(2) Reliance and transition period. Notwithstanding Sec. 1.6039-
1(g), corporations must furnish information statements to employees in
accordance with this section for stock transfers that are subject to
Sec. 1.6039-1(a) and (b), and occur during the 2007, 2008 and 2009
calendar years. For purposes of furnishing information statements for
stock transfers that occur during the 2007 or 2008 calendar years,
taxpayers may rely on Sec. 1.6039-1 of the 2004 final regulations (69
FR 46401) or Sec. 1.6039-2 of the 2008 proposed regulations REG-
103146-08 (73 FR 40999). For purposes of furnishing information
statements for stock transfers that occur during the 2009 calendar
year, taxpayers may rely on Sec. 1.6039-1 of the 2004 final
regulations (69 FR 46401), Sec. 1.6039-2 of the 2008 proposed
regulations (REG-103146-08) (73 FR 40999), or this section.
Linda E. Stiff,
Deputy Commissioner for Services and Enforcement.
Approved: November 9, 2009.
Michael Mandaca,
Acting Assistant Secretary of the Treasury (Tax Policy).
[FR Doc. E9-27451 Filed 11-16-09; 8:45 am]
BILLING CODE 4830-01-P