Form 6112 Guide – IRS Letter 6112, 6112-A, and Advisor Lists

I still remember a partner calling me on a Friday afternoon, tight voice, short on patience. “We did great on new business,” she said, “but my inbox just lit up with an IRS Letter 6112 and a potential section 6112 request. We are drowning in reviews, and now we have a compliance fire drill.” If you have felt that pinch, you are not alone.

Most firms do not struggle because they cannot sell. They struggle because delivery and documentation crack under growth, then a time sensitive IRS notice lands and exposes every gap at once.

This guide helps you cut through the confusion around “Form 6112.” You will see how Letter 6112 ties to Form 945 and backup withholding, how section 6112 governs material advisor list keeping for reportable transactions, and what to do, step by step, when the IRS asks for lists or sends a 6112-series letter. You will also see how disciplined workflows, standard workpapers, and a controlled offshore model can make your response fast, clean, and defensible.

Key Takeaways

• “Form 6112” is a common nickname. In practice, you are dealing with two different things, IRS Letters 6112 and 6112-A tied to Form 945 backup withholding compliance, and section 6112 list duties for material advisors to reportable transactions.
• If you are a material advisor, you must maintain a complete, transaction specific list and be able to furnish it when requested. You have 30 calendar days to prepare the list after the duty arises, and requests that hit during that period are treated as made after the 30 days end.
• Failure to make a requested list available after 20 business days triggers the section 6708 penalty, 10,000 per day while the failure continues, subject to reasonable cause. This is a day based penalty, not per transaction.
• Letter 6112 and 6112-A are part of a backup withholding compliance program. If you do not respond, the IRS may send Letter 6112-A with a proposed Form 945 and penalties. You can rebut with documents, for example W 9s, Forms 1099, and payment histories, or you may need to file Form 945.
• Documentation and delivery discipline reduce review loops and give you what you need on day one, names, TINs, timelines, invested amounts, and clear workpapers, so your team can answer the IRS within the window.

What “Form 6112” Really Means

There is no standalone IRS form named “Form 6112.” In real life you will see two distinct items that people label the same way.

• IRS Letters 6112 and 6112-A. These letters come from a backup withholding return compliance program. Letter 6112 asks you to explain or file Form 945. If you do not resolve it, Letter 6112-A can follow with a proposed Form 945 and a computed liability.
• Section 6112 list keeping for material advisors. If you design, market, or provide a tax statement for a reportable transaction under section 1.6011 4, you must maintain a list that the IRS can review without delay. The list is transaction specific and includes advisee identifiers, timing, amounts invested if known, the intended tax treatment, other material advisors, and references to guidance or a section 6111 reportable transaction number.

Think of “6112” as two lanes, a Form 945 compliance lane driven by IRS letters, and a reportable transaction lane where you, as a material advisor, must keep and produce lists on request. The numbers match, but the duties are different.

Who Must Care About This, Quickly

If you received IRS Letter 6112 or 6112-A

You are on the hook to either file Form 945 for that year or provide a written, documented explanation that shows why you did not need to file. Expect to show 1099s, valid TINs, proof of backup withholding and deposits when required, and evidence that corporate payees or other exemptions applied. If you ignore the first letter, Letter 6112-A can follow with a substitute Form 945 proposal under section 6020(b).

If you are a potential material advisor

Confirm whether you provided a tax statement that was material to a reportable transaction and whether that transaction is listed, a transaction of interest, or another category under section 1.6011 4. If yes, your 6112 duty is to prepare and maintain the list, keep it for seven years, and furnish it when the IRS asks. The clock mechanics matter, you get 30 calendar days to prepare, and separate rules govern the penalty after a written request if you do not make the list available within 20 business days.

The Two Pillars, Backup Withholding and Material Advisor Lists

Backup withholding and Form 945, the essentials

Form 945 reports federal income tax withheld from nonpayroll payments, including backup withholding on Forms 1099 and W 2G. If you withhold, or should have withheld, you must file Form 945. The IRS keeps instructions current by year, for example, the 2024 instructions list who must file and the January 31, 2025 filing date, with a February 10, 2025 extension if you deposited on time. Letters 6112 and 6112-A are the program’s way to prompt a return or documentation.

Material advisor lists under section 6112

Section 6112 and the regulations in 26 CFR 301.6112 1 require you to prepare and maintain a list for each reportable transaction and furnish it in a usable form. You must be able to identify advisees, include names, addresses, and TINs, entry dates, amounts invested if known, a summary of the intended tax treatment, other material advisors, and citations or reportable transaction numbers. The rule also sets the 30 day list preparation period and allows the IRS to prescribe forms or methods for maintaining or furnishing lists.

Current rules date back to final regulations published as T.D. 9352, effective August 3, 2007, with later amendments, including provisions that apply to tax statements made after November 14, 2011. Map your facts to the right applicability date before you decide which version of the rule controls.

What Qualifies You as a “Material Advisor,” Plain English

You are a material advisor if you provide a tax statement and you know, or should know, that your advice is material to the tax treatment of a reportable transaction. It is not just sponsors. Lawyers, consultants, and tax professionals can meet the standard if their work is used to adopt or promote the claimed tax benefits. If multiple parties are involved, a designation agreement can assign who maintains the list, but that does not erase your duty to produce it if the IRS asks.

What counts as a reportable transaction

You will evaluate whether the arrangement is listed, a transaction of interest, or otherwise designated under section 1.6011 4. Substantial similarity to a published notice matters. If your statement is material to how the client structures, reports, or benefits from that transaction, you have material advisor exposure for that transaction. Keep cross references to notices and any section 6111 reportable transaction number in your files.

Core List Maintenance, What the IRS Expects to See

Here is the checklist I use when I help a partner group confirm that their section 6112 lists are complete and review ready.

• Advisee identifiers, full legal name, current mailing address, TIN.
• Transaction identification, listed or other category, with citations or the section 6111 number.
• Timing, date the advisee entered the transaction, if known.
• Amount invested, if known and reasonably determinable.
• Intended or expected tax treatment, a concise schedule or summary.
• Other material advisors involved with that advisee, if known.
• Copies of designation agreements and any written analyses or opinions you provided.

The rule says the list must be maintained in a form that lets the IRS determine the required information without undue delay or difficulty. In practice, that means clean fields, searchable files, and consistent naming.

Table, the minimum data you should capture

Data element	Why it matters
Full name, address, TIN	Unique identification for matching
Entry date	Places the advisee in time for applicability and filing checks
Amount invested, if known	Frames exposure and supports computations
Tax treatment summary	Shows the position your advice supported
Other material advisors	Maps roles and potential cross references

Keep sources, for example engagement letters, W 9s, and opinion attachments, and record retention dates. The seven year clock generally runs from the last tax statement or last entry into the transaction.

Timing Rules You Cannot Miss

This is where teams get tripped up, because there are two clocks.

• The 30 calendar day preparation window. Once your list duty arises for a reportable transaction, you have 30 days to assemble the list. If the IRS requests the list during that period, the request is treated as made the day after the 30 days end. This is your build window.
• The 20 business day post request clock for penalties. After a written request, failure to make the list available after 20 business days triggers the section 6708 penalty, 10,000 per day until the failure ends, with a day by day reasonable cause defense. This is your exposure window.

Preparation and furnishing are not the same. Prepare within 30 calendar days, furnish within 20 business days of a written request, or document reasonable cause.

Quick timing map

Event	Timing rule	Action to take
Duty arises	30 calendar days to prepare	Build the list, validate fields
IRS written request arrives	20 business days to make available	Furnish in a usable form
Request arrives mid build	Treated as made after day 30	Finish the build, then furnish
Extensions	IRS may extend by guidance	Capture and calendar any extension

Penalties and Risk, What Happens If You Miss

Section 6708 is the lever the IRS uses when a material advisor does not make the list available. The penalty is 10,000 per day for each day after the 20th business day the failure continues, and it can apply in addition to other penalties. The Internal Revenue Manual confirms the day based computation and notes that reasonable cause is determined case by case, day by day. There is also no statute of limitations on assessment for 6708 in the IRM’s penalty section.

If you are holding scattered files or incomplete workpapers, you increase the risk that you cannot furnish a usable list in time. That is why standardized workpapers, consistent naming, and machine readable formats matter. The regulation expects a list that enables the IRS to determine the information without undue delay. Build like you expect a request.

Format and Accessibility Standards the IRS Can Work With

When you furnish lists or respond to a Letter 6112 package, send files that are readable and easy to match. Use searchable PDFs or spreadsheets, include clear payee or advisee identifiers, amounts, tax year, payer EIN, and a cover index. If you submit through a portal, follow file size and encryption rules and keep your transmission receipts. Maintain originals and accessible copies for seven years, even where privilege applies, so you can respond quickly if the Service asks for a component.

Your goal is simple, give the IRS what it needs to verify facts without hunting. Clean lists reduce questions, shorten reviews, and lower the odds of a penalty discussion.

Best Practices for Retention, Dissolutions, and Successor Control

• Write down your retention procedures, name custodians, and define formats and audit trails that match your tech stack.
• If multiple advisors are involved, you can designate one to maintain the list, but keep verified backups. Designation does not remove your duty to furnish on request.
• Keep a privilege log when needed, while preserving complete, producible records.
• If your entity is dissolving, notify the Office of Tax Shelter Analysis in time and assign a responsible person who can furnish the list on request. Formalize successor responsibility in your corporate actions.

These steps map to the rule’s seven year retention requirement and the practical reality that leadership changes and turnover happen. You want continuity, not a scramble.

Handling IRS Letter 6112 or 6112-A, a Short Playbook

Letter 6112 is a compliance check on Form 945 and backup withholding. Start by confirming if Form 945 was required for that calendar year. If yes, file a correct return. If no, prepare a documented explanation with proof. Expect the case to escalate to Letter 6112-A if you do not respond by the purge date, and that letter may include a proposed Form 945, an explanation of backup withholding, a list of payees, and Publication 5 on appeal rights.

What to include in your response package when you contend no Form 945 is due or you seek to narrow an estimate:

• Copies of original and corrected Forms 1099.
• Signed Forms W 9 or other TIN evidence gathered at onboarding.
• Proof of corporate payee status or other exemptions from backup withholding.
• Deposit histories if you did withhold.
• Where appropriate, Forms 4669 from payees and Form 4670 to request relief, supported by payee returns or transcripts that show income reported and tax paid.

My rule of thumb, tie every name, TIN, and amount back to a clear line item in your files. The stronger the match, the faster the closure.

Connect Delivery Discipline to 6112 Readiness

If your team is buried in production and review loops, lists do not get built, and letters sit while deadlines drift. This is where structure pays off. You want SOPs that drive consistent task flow, standardized workpapers with clean naming and version control, and a layered review that catches missing identifiers before partner review.

When we embed disciplined offshore delivery for a firm, our focus is simple, keep capacity steady without chaos, run work on documented processes, and protect reviewers with quality gates. That same structure gives you faster responses to IRS requests, because the files are already organized, searchable, and complete. Mentioning Accountably here is useful only to show a model, a U.S. led offshore partner that trains teams on U.S. standards, works in your systems, and commits to security and continuity, so lists and letters stop being fire drills and become standard work.

FAQs, Quick Answers You Can Use

Is there an actual IRS “Form 6112”?

No. People say “Form 6112,” but in practice you will see IRS Letters 6112 and 6112-A for backup withholding compliance and the section 6112 list duty for material advisors to reportable transactions. The letter series can lead to a substitute Form 945 proposal if you do not respond. The list duty is a separate records requirement with its own timing and penalty rules.

What is the deadline to prepare and furnish a section 6112 list?

You get 30 calendar days to prepare the list after the duty arises. If the IRS requests the list during those 30 days, the request is treated as made after the 30 days end. Separately, once there is a written request, failing to make the list available after 20 business days triggers the section 6708 penalty, 10,000 per day, unless you establish reasonable cause for specific days.

What is the section 6708 penalty in 2025?

The Internal Revenue Manual confirms the computation, 10,000 per day for each day after the 20th business day that the list is not furnished, in addition to other penalties, with day by day reasonable cause relief. The IRM penalty chapter also notes no statute of limitations on assessment for 6708.

How do Letters 6112 and 6112-A connect to Form 945?

They are part of a backup withholding compliance program. Letter 6112 asks for a response about Form 945 filing. If you do not resolve it, Letter 6112-A can follow with a proposed Form 945, an explanation, a list of payees, and appeal rights. You can close the case by filing, or by proving why Form 945 is not required for that year.

What documentation should I keep for section 6112 list readiness?

Keep advisee identifiers, timing, amounts invested if known, a concise summary of intended tax treatment, other material advisors, designation agreements, and any written analyses or opinions. Store in machine readable, searchable formats. Retain for seven years from the last tax statement or last entry.

Practical Next Steps for Firm Leaders

• Map where you have potential material advisor exposure. Tag the transaction type and the notice or listed citation.
• Build or refresh your 6112 list templates. Include fields for names, addresses, TINs, timing, and treatment summaries.
• Validate your backup withholding process. Confirm Form 945 filing decisions for each year, and close open items before letters arrive.
• Tighten your workpaper standards. Use clear naming, version control, and internal checklists so files become plug and play when a request hits.
• Assign a response owner. Calendar the 30 day build window and the 20 business day furnish clock for any written request.

The firms that pass these checks do not scramble. They decide once, they document well, and they can prove it on demand.

Where Accountably Helps, If You Need Reinforcements

If your team is already at capacity, you can still get compliant without sacrificing quality. Accountably builds controlled offshore delivery for U.S. firms, using SOPs, structured workpapers, multi layer reviews, and security controls that fit your systems. That means faster list preparation, cleaner responses to letters, and fewer last minute reviews. We bring trained accountants and reviewers into your workflow, so you keep control of quality, deadlines, and confidentiality while you scale production.

Conclusion

You now have the playbook. Treat “Form 6112” as two lanes, respond to IRS letters on Form 945 with proof or a correct filing, and, if you are a material advisor, keep a complete list that you can furnish on time. Use the 30 calendar day build window and the 20 business day furnish rule as your guardrails, and build your files so the IRS can verify facts without delay. If you want help turning this into standard work, our team can show you how to structure files, staff, and reviews so you meet the letter, and the spirit, of the rules while your firm keeps growing.