305 (c)公告

DTCC’s 305(c) Tax Event Announcements provides information-only announcements on deemed distributions under Internal Revenue Code 305(c).

• About

  The 305(c) Tax Event Announcement helps firms meet their obligations for tax withholding and reporting under section 305(c) of the Internal Revenue Code (”Section 305(c)”).

  Section 305(c) considers that holders of convertible securities may be deemed to have received a dividend as a result of a corporate action on the underlying common stock. Issuers of convertible securities are required to file IRS Form 8937 if a conversion rate adjustment (CRA) results in a distribution under Section 305(c). 除成本基础调整外, financial institutions may have requirements to withhold tax on the deemed distribution and to perform year-end tax reporting for the deemed distribution to holders.

  DTC’s 公司行为处理 Service for Distributions was leveraged to allow these events to flow seamlessly into clients’ tax processing engines, 不需要审查8937表. 因为DTC收到发行人的8937表, DTC will provide a new information-only announcement with the timing and the amount of the deemed dividend.

• 谁可以使用该服务

  DTC客户机通过ISO消息传递接收这些通知, 并可在CA网站浏览及下载公告.

• Benefits

  By getting the Form 8937 or the 305(c) deemed dividend directly from issuers, the service ensures that holders of convertible securities are treated consistently and can verify the amounts to the source document (i.e. 形成8937). 另外, by working directly with the issuer to source this information, there may be instances in which a CRA doesn’t trigger a deemed dividend under 305(c), such as if an issuer doesn’t have enough Earnings and Profit (E&P) or based on other facts the issuer may provide guidance that there is no deemed dividend occurring on CRAs. 其他好处包括:

  • 通过直接从发行者那里获取数据, all holders of the convertible security are treated consistently
  • Eliminates the need for firms to source, 审阅和解释8937表
  • 公告提供相关数据(1).e. date of deemed dividend and amount of dividend) in fielded format
  • 用于平衡位置到DTC记录的位置捕获
  • Announcements and comments included to explain exceptions to 305(c) deemed dividends
  • 源数据(表格8937), conversion rate notices) available in LENS – see below for more detail about LENS
  • 提高了操作效率并改进了可追溯性
  • 减少管理时间

• 服务如何运作

  在最常见的场景中, an issuer pays a dividend on their common stock which triggers a CRA on the issuer’s convertible notes. If this CRA constitutes a deemed dividend then the issuer is required to file IRS Form 8937 and state the amount of the deemed dividend.

  Issuers or their trustees are generally required to provide DTC with notices of conversion rate adjustments. Upon the receipt of a conversion rate adjustment a 305(c) Announcement is generated with a rate of zero. This Announcement is a preliminary announcement to notify clients that DTC expects that a 305(c) deemed dividend has occurred and that we are working with the issuer to get the amount of the 305(c) deemed dividend.

  The conversion rate adjustment is often effective as of the open of business on the ex-date tied to the common stock dividend. 这通常是IRS表格8937上的“行动日期”, and is used as the deemed “Payable Date” on the 305(c) Announcement. Since the deemed distribution is effective as of the open of business, we set the deemed “Record Date” to the day prior so that we capture position as of the end of the prior day.

  下一步是收到8937表, 哪些是发布到LENS, and the 305(c) Announcement is updated with the amount of the 305(c) deemed dividend.

• 相关vnsr威尼斯城官网登入及服务

  DTCC法律通知系统(LENS):

  • IRS Form 8937s are available in LENS within the Cost Basis section of the library.
  • LENS用户可以通过CUSIP搜索通知, keyword, 通知类型或文件编号, and can receive email alerts based off of a CUSIP interest list or by notice type (e.g. 成本基础). For access to LENS, please contact your firm’s Super Access Coordinator.
  • For more information regarding the LENS service, please visit i3j3shn.followyournosehere.com/lens.

  企业诉讼(CA)网站:

  • DTCC’s CA Web helps users identify business-critical corporate action announcements in near-real time for 1.3 Million active security issues held through its feature-rich, browser-based application.
  • CA Web通过用户的Web浏览器交付. Users can subscribe to announcements on any or all event types — Distributions, 重组和赎回

• 了解更多信息

  要获取更多信息，请点击 here.