Shareholder Demand Letter

SHAREHOLDER DEMAND LETTER EXAMPLE
NOTICE AND REQUEST FOR WRITTEN STATEMENT

OF OWNERSHIP OF SHARES REGARDING: TAX YEAR ENDED
DECEMBER 31, 2022
Dear Sir or Madam:
As a shareholder of [Name of REIT] you may be aware that the Internal Revenue Code of 1986,
as amended (the “Code”), requires a real estate investment trust (a “REIT”) to keep records that
disclose the actual ownership of its stock. All REITs with [choose either a) 2000 or more
shareholders or b) more than 200 but fewer than 2000 shareholders or c) 200 or fewer
shareholders] are required by Treasury Regulation Section 1.857-8 to request and maintain the
following information from their shareholders of record holding [choose either, respectively
a) five percent (5%) or more, or b) one percent (1%) or more, or c) one-half of one percent
(0.5%) or more] of the REIT’s outstanding shares on any dividend record date during the
REIT’s taxable year.
Since you were a shareholder of record in 2022 holding at least [choose either a) five percent
(5%), or b) one percent (1%), or c) one-half of one percent (0.5%)] of the outstanding shares
of stock in [Name of REIT], pursuant to the provisions of Treasury Regulation Section 1.857-8,
[Name of REIT] hereby requests that you furnish it with a written statement setting forth the
following information for the year ended December 31, 2022.
1. INFORMATION REQUIRED TO DETERMINE ACTUAL OWNERS. (1.857-8(b)).
PLEASE LIST THE NAMES, ADDRESSES, AND TAXPAYER IDENTIFICATION

NUMBERS OF THE “ACTUAL OWNERS” OF THE SHARES WHICH WERE HELD OF
RECORD IN YOUR NAME ON ANY DIVIDEND RECORD DATE IN 2022.
Include yourself if you are an actual owner. An “actual owner” is the person who is required to
include in gross income in its income tax return the dividends received on the shares.
Name and Address of Number of Taxpayer Identification

Actual Owner Shares Number
2. INFORMATION REQUIRED FOR PERSONAL HOLDING COMPANY
DETERMINATION. (1.857-8(c)).
In addition to the shares a person “actually” owns, a person is considered to be the

“constructive owner” of shares belonging to members of such person’s family, or the
corporations, trusts, partnerships, or estates in which such person has an interest, or those
shares which such person has an option to purchase or acquire through a conversion of all
convertible securities such person owns, under the following rules:
(a) Shares owned, directly or indirectly, by or for a corporation, partnership,

estate, or trust shall be considered as being owned proportionately by its
shareholders, partners, or beneficiaries.
(b) An individual shall be considered as owning the shares owned, directly or

indirectly, by or for such individual’s family. For this purpose, the family of
an individual includes only such individual’s brothers and sisters (whether by
the whole or half blood), spouse, ancestors, and lineal descendants.
(c) If any person had an option to purchase shares, such shares shall be
considered as owned by such person.
(d) All outstanding securities convertible into stock (whether or not convertible
during the taxable year) shall be considered as outstanding stock held by the
person who is the actual owner of the securities.
CONSIDERING THE CONSTRUCTIVE OWNERSHIP RULES GENERALLY

DESCRIBED ABOVE, PLEASE LIST BELOW THE NAMES OF EACH ACTUAL
OWNER (INCLUDING YOURSELF IF YOU WERE AN ACTUAL OWNER) AND THE
RELATED MAXIMUM NUMBER OF SHARES “ACTUALLY” OR
“CONSTRUCTIVELY” OWNED BY SUCH ACTUAL OWNER AT ANY TIME DURING
THE LAST HALF OF 2022.
Name Maximum Number
You are required by Section 1.857-8 of the Treasury Regulations to furnish the information
requested in this letter. You may comply by completing, signing, and returning a copy of this
request to: [NAME AND ADDRESS OF REIT]
Please sign and attach additional pages if the spaces provided in this form are not sufficient for
your responses.
If you fail or refuse to comply with this request, you are required by Section 1.857-9 of the
Treasury Regulations to submit at the time you file your income tax return, for your taxable year
which ends with or includes the 31 st day of December 2022, the statement required by Treasury
Regulation Section 1.857-9.
Thank you in advance for your cooperation in this matter.
January _____, 2023
[Name of REIT]
By: _______________________________
Enclosure
The undersigned shareholder of record hereby certifies that it has read the foregoing Notice and
Request for Written Statement of Ownership of Shares and that its answers as set forth herein or
upon separate pages attached hereto are true and correct as of date set forth below:
Signature Date

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SHAREHOLDER DEMAND LETTER EXAMPLE

NOTICE AND REQUEST FOR WRITTEN STATEMENT

Dear Sir or Madam:

1. INFORMATION REQUIRED TO DETERMINE ACTUAL OWNERS. (1.857-8(b)).

PLEASE LIST THE NAMES, ADDRESSES, AND TAXPAYER IDENTIFICATION

Name and Address of Number of Taxpayer Identification

In addition to the shares a person “actually” owns, a person is considered to be the

(a) Shares owned, directly or indirectly, by or for a corporation, partnership,

(b) An individual shall be considered as owning the shares owned, directly or

CONSIDERING THE CONSTRUCTIVE OWNERSHIP RULES GENERALLY

Name Maximum Number

Thank you in advance for your cooperation in this matter.

January _____, 2023

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