Companies have until Jan. 31 to meet a brand new filing requirement surrounding employee stock options, and it's apparently catching some companies off guard.

The Internal Revenue Service is requiring all companies that transfer shares of stock under an incentive stock program as described in tax rules to file Form 3921 for each transfer during the year. In addition, companies are required to file Form 3922 for any transfers of shares under an employee stock purchase plan where the exercise price is less than 100 percent of the value of the stock on the grant date. Form 3922 is not required, however, where a company issues stock certificates directly to an employees who purchases stock under an ESPP or when ESPP shares are registered in an employee's name to be held in book-entry form.

The new filings are intended to track transactions that might be subject to alternative minimum tax, said Michael Meissner, a partner with law firm Squire, Sanders & Dempsey. In prior years, companies have been required to provide information to the IRS, but not to individual employees, he says. Beginning with the 2010 tax year, however, employers need to provide information both to employees and the IRS. “The new form will assist the IRS in identifying individuals who may owe alternative minimum tax due to their exercise of an ISO,” he says.

Meissner said the firm has received a fair number of calls from clients asking questions about the filing or asking for help in completing the filing. “My impression is that there are a sizable number of businesses who did not know about it,” he says. The firm published an alert on the filing to help companies get up to speed.

Jan. 31 is the deadline to provide the forms to employees, but companies have until Feb. 28 to make paper filings and March 31 to making electronic submissions to the IRS. Any company with more than 250 forms is required to file electronically. Companies can file for a 30-day extension as well.

The information contained in a Form 3921 filing includes identification information for the corporation and the employee, an account number, the grant and exercise dates, the exercise price per share, the fair market value per share on the exercise date, and the number of shares transferred. For Form 3922, the IRS also is looking for the date legal title was transferred by the employee and, if the exercise price is not fixed and determinable on the grant date, the exercise price per share as if the option were exercised on the grant date.