Federal Corporate Dissolution or Liquidation

Corporate Dissolution or Liquidation
Form 966 (Rev. October 2016)
966

Corporate Dissolution or Liquidation

Please type or print

Form
(Rev. October 2016)
Department of the Treasury
Internal Revenue Service
Name of corporation

OMB No. 1545-0123

(Required under section 6043(a) of the Internal Revenue Code)
▶ Information about Form 966 and its instructions is at www.irs.gov/form966.

Employer identification number

Number, street, and room or suite no. (If a P.O. box number, see instructions.)

Check type of return

City or town, state, and ZIP code

1

Date incorporated

2 Place incorporated

5

Service Center where corporation filed
its immediately preceding tax return

7c

Name of common parent

3

Complete
Partial
7a Last month, day, and year of
final tax year

6 Last month, day, and year of
immediately preceding tax year

7b

7d Employer identification number
of common parent

1120-L

1120-IC-DISC

1120S

Other ▶
Date resolution or plan of complete
or partial liquidation was adopted

4

Type of liquidation

1120

7e

Was corporation’s final tax return
filed as part of a consolidated
income tax return? If “Yes,”
complete 7c, 7d, and 7e.
Yes
No
Service Center where
consolidated return was filed

Common
8

Total number of shares outstanding at time of adoption of plan of liquidation

9

Date(s) of any amendments to plan of dissolution

10
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Preferred

Section of the Code under which the corporation is to be dissolved or liquidated . . . . .
If this form concerns an amendment or supplement to a resolution or plan, enter the date
the previous Form 966 was filed . . . . . . . . . . . . . . . . . . . .
Attach a certified copy of the resolution or plan and all amendments or supplements not previously filed.

Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it
is true, correct, and complete.

▲

Signature of officer

Date

Title

Instructions

When To File

Section references are to the Internal Revenue Code
unless otherwise noted.

File Form 966 within 30 days after the resolution or plan is
adopted to dissolve the corporation or liquidate any of its
stock. If the resolution or plan is amended or
supplemented after Form 966 is filed, file another Form
966 within 30 days after the amendment or supplement is
adopted. The additional form will be sufficient if the date
the earlier form was filed is entered on line 11 and a
certified copy of the amendment or supplement is
attached. Include all information required by Form 966
that was not given in the earlier form.

Who Must File
A corporation (or a farmer’s cooperative) must file Form
966 if it adopts a resolution or plan to dissolve the
corporation or liquidate any of its stock.
Exempt organizations and qualified subchapter S
subsidiaries should not file Form 966. Exempt
organizations should see the instructions for Form 990,
Return of Organization Exempt From Income Tax, or
Form 990-PF, Return of Private Foundation or Section
4947(a)(1) Trust Treated as Private Foundation.
Subchapter S subsidiaries should see Form 8869,
Qualified Subchapter S Subsidiary Election.

!
▲
CAUTION

Do not file Form 966 for a deemed liquidation
(such as a section 338 election or an election to
be treated as a disregarded entity under
Regulations section 301.7701-3).

For Paperwork Reduction Act Notice, see the instructions.

Where To File
File Form 966 with the Internal Revenue Service Center at
the address where the corporation (or cooperative) files
its income tax return.

Distribution of Property
A corporation must recognize gain or loss on the
distribution of its assets in the complete liquidation of its
stock. For purposes of determining gain or loss, the

Cat. No. 17053B

Form 966 (Rev. 10-2016)

Page 2

Form 966 (Rev. 10-2016)

distributed assets are valued at fair market value.
Exceptions to this rule apply to a liquidation of a
subsidiary and to a distribution that is made according to
a plan of reorganization.

Foreign Corporations
A corporation that files a U.S. tax return must file Form
966 if required under section 6043(a). Foreign
corporations that are not required to file Form 1120-F,
U.S. Income Tax Return of a Foreign Corporation, or any
other U.S. tax return are generally not required to file
Form 966.
U.S. shareholders of foreign corporations may be
required to report information regarding a corporate
dissolution or liquidation. See Form 5471, Information
Return of U.S. Persons With Respect To Certain Foreign
Corporations, and its instructions for more information.

Address
Include the suite, room, or other unit number after the
street address. If the post office does not deliver mail to
the street address and the corporation has a P.O. box,
enter the box number instead.

Line 5
If the immediately preceding tax return was filed
electronically, enter “e-file” on line 5.

Line 7e
If the consolidated return was filed electronically, enter
“e-file” on line 7e.

Line 10
Identify the code section under which the corporation is
to be dissolved or liquidated. For example, enter “section
331” for a complete or partial liquidation of a corporation
or enter “section 332” for a complete liquidation of a
subsidiary corporation that meets the requirements of
section 332(b).

Signature
The return must be signed and dated by the president,
vice president, treasurer, assistant treasurer, chief
accounting officer, or any other corporate officer (such as
tax officer) authorized to sign. If a return is filed on behalf
of a corporation by a receiver, trustee, or assignee, the
fiduciary must sign the return, instead of the corporate
officer.

Paperwork Reduction Act Notice
We ask for the information on this form to carry out the
Internal Revenue laws of the United States. You are
required to give us the information. We need it to ensure
that you are complying with these laws and to allow us to
figure and collect the right amount of tax.
You are not required to provide the information
requested on a form that is subject to the Paperwork
Reduction Act unless the form displays a valid OMB
control number. Books or records relating to a form or its
instructions must be retained as long as their contents
may become material in the administration of any Internal
Revenue law. Generally, tax returns and return
information are confidential, as required by section 6103.
The time needed to complete and file this form will vary
depending on individual circumstances. The estimated
burden for business taxpayers filing this form is approved
under OMB control number 1545-0123 and is included in
the estimates shown in the instructions for their business
income tax return.
If you have comments concerning the accuracy of
these time estimates or suggestions for making this form
simpler, we would be happy to hear from you. You can
send us comments from www.irs.gov/formspubs/. Click
on “More Information” and then on “Give us feedback.”
Or you can write to the Internal Revenue Service, Tax
Forms and Publications, 1111 Constitution Ave. NW,
IR-6526, Washington, DC 20224. Do not send the tax
form to this address. Instead, see Where To File, earlier.