You received IRS Letter CP2000 proposing tax on an RSU sale because your return showed no cost basis or the IRS matched 1099-B proceeds without a basis adjustment. You have vest confirmations and W-2 wages and want to disagree with the proposed gain, not pay tax on full proceeds.
Start here
What you need before using this
- CP2000 notice with tax year and proposed adjustment amount.
- referenced on the notice.
- confirmation for the sold lot.
- for year showing wages.
- Form 8949 and Schedule D as originally filed.
- Copy of return if amended basis was attempted.
CP2000 procedures follow IRS notice instructions for the tax year. This is not legal representation advice.
Why this happens
IRS AUR matching compares third-party proceeds to return.
Brokers often report $0 basis on sales — if return imported proceeds as gain, IRS proposes full tax.
wages may not auto-link to in IRS systems — you must show basis on 8949.
CP2000 is proposed change — not final assessment until you agree or time expires.
Agreeing without basis correction overpays tax on wages already reported.
Disagreeing with documentation triggers IRS review — PDF and support your position.
Partial agreement possible if some lots correct and others not.
Multiple sales may appear as separate CP2000 lines.
Amended return Form 1040-X may be alternative or supplement to CP2000 response.
Interest and penalties accrue if proposed amount is ultimately owed and unpaid.
Statute of limitations differs for agreement vs dispute — follow notice instructions.
Tax professional signature may help complex multi-lot responses.
or sales on same notice need different basis docs — this guide focuses on .
State CP2000 equivalents may follow — fix federal first.
Keep certified mail proof if mailing response.
What to check
- CP2000 deadline date on notice.
- Proceeds amount matches .
- basis calculation: shares × .
- Correct gain = proceeds minus basis.
- Box 1 includes for year.
- Original 8949 omitted basis adjustment — fix in response.
- Response form included with CP2000 package.
- Whether to file 1040-X instead or in addition.
Agreeing with CP2000 proposed tax on full RSU sale proceeds
What to check in your documents
- CP2000 notice all pages.
- for referenced sale.
- confirmation PDF.
- year.
- Draft amended 8949 showing basis adjustment.
- Mailing certificate if sending by post.
CP2000 on $22,000 proceeds, $21,000 vest basis
Illustration only, not your tax situation.
Questions people ask
- CP2000 RSU sale zero basis — what do I send?
- confirmation with , showing wages, corrected Form 8949 basis calculation, and CP2000 response form marking disagree or partial agree.
- Should I agree with CP2000 on RSU proceeds?
- Only if basis truly was zero — basis is usually , not zero. Agreeing overpays if basis was omitted.
- CP2000 vs amended return for RSU basis?
- CP2000 response may suffice. Form 1040-X also fixes return — some filers do both. Follow notice instructions.
- How long to respond to CP2000?
- Deadline on notice — typically 30 days from date on letter. Missing deadline limits options.
- CP2000 after TurboTax imported zero basis?
- Common. Response documents manual basis adjustment should have been on 8949.
- Will IRS audit after CP2000 disagreement?
- May review documentation. confirmation and usually resolve basis mismatches.
- CP2000 and W-2 RSU wages — double tax?
- Correct basis prevents taxing again as . wages support basis amount.
- Multiple RSU lots on one CP2000?
- Respond per line with matching confirmation for each lot sold.
- Related guides?
- CP2000 equity comp notice, proceeds vs gain, Form 8949 codes, adjust .
- Tools before responding?
- adjustment helper and calculator to compute correct gain.
When to get help from a tax pro
- CP2000 includes and lots with different basis rules.
- Large proposed deficiency with penalties and interest.
- Already agreed and need to reconsider.
- records lost and basis disputed.
Related calculators
Related pages
- CP2000 Notice for Equity Compensation
CP2000 notices often flag 1099-B proceeds without matching basis — common when RSU sales report $0 cost basis despite vest wages on W-2.
- 1099-B Proceeds vs Taxable Gain on RSU Sales
Sale proceeds on 1099-B are gross price — RSU taxable gain is proceeds minus vest FMV basis already taxed on your W-2.
- Form 8949 Adjustment Codes for RSU Sales
RSU sales with missing 1099-B basis use Form 8949 adjustment codes per IRS instructions — enter vest FMV as basis adjustment before Schedule D.
- How to Adjust RSU Cost Basis
Basis adjustments connect vest wage income to later sales — document FMV from vest records.
- Amend Return for RSU Cost Basis
Amending with Form 1040-X can correct Schedule D when RSU sales overstated capital gain due to missing vest basis adjustments.
- Are RSUs Taxed Twice?
Vest income and later sales can both show up on tax forms — that is not always double tax on the same dollars.
Sources and notes
Primary tax claims on this page are supported by the official and secondary sources below. Broker and software links describe reporting mechanics — confirm rules against IRS or state guidance.
CP2000 response when RSU 1099-B basis was zero; vest FMV as correct basis.
- About Form 1099-B — Proceeds from Broker and Barter Exchange Transactions
Internal Revenue Service · Official
Broker reporting of sales proceeds and basis; basis on 1099-B may be incomplete for equity-compensation shares.
- Instructions for Form 8949 — Sales and Other Dispositions of Capital Assets
Internal Revenue Service · Official
How to report sales when broker-reported basis is incorrect, including adjustment codes.
- Filing taxes for restricted stock, RSUs, or performance awards (tax guide PDF)
Fidelity Stock Plan Services · Brokerage explainer
Explains W-2 vest income, 1099-B with $0 basis, supplemental adjusted cost basis, and Form 8949 reporting.
For learning, not filing
VestingTax.com is not a CPA firm or tax preparer. Grants, employers, and states all differ. Use the cited IRS and state sources above, your own documents, and a qualified tax professional before you make decisions from this guide.