Form FORM-966 Corporate Dissolution or Liquidation

Form

966

Corporate Dissolution or Liquidation

(Rev. December 2007)

Please type or print

OMB No. 1545-0041

(Required under section 6043(a) of the Internal Revenue Code)

Department of the Treasury
Internal Revenue Service

Name of corporation

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

3

Type of liquidation

Complete
6

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

4

1120

1120-L

1120-IC-DISC

1120S

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

Partial

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

7b Was corporation’s final tax return
filed as part of a consolidated
income tax return? If “Yes,”
complete 7c, 7d, and 7e.

7d Employer identification number
of common parent

7e Service Center where
consolidated return was filed

Yes
7c Name of common parent

No

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

Section of the Code under which the corporation is to be dissolved or liquidated

11

If this form concerns an amendment or supplement to a resolution or plan, enter the date
the previous Form 966 was filed

Preferred

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

Title

Date

Instructions

attached. Include all information required by Form 966 that was
not given in the earlier form.

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

Where To File

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) Nonexempt Charitable Trust Treated as a
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).

When To File
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
For Paperwork Reduction Act Notice, see page 2.

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 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 1120F 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 and its instructions for more
information.

Cat. No. 17053B

Form

966

(Rev. 12-2007)

Form 966 (Rev. 12-2007)

Page

Address

Paperwork Reduction Act Notice

Include the suite, room, or other unit number after the street
address. If mail is not delivered to the street address and the
corporation has a P.O. box, enter the box number instead of the
street address.

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.

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

Line 7e
If the consolidated return was filed electronically, enter “efile” 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).

2

You are not required to provide the information requested by a
form or its instructions that is subject to the Paperwork Work
Reduction Act unless the form displays a valid OMB control
number. Books and records relating to a form or its instructions
must be retained as long as their content 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 average
time is:
Recordkeeping

5 hr., 1 min.

Learning about the law or the form

30 min.

Signature

Preparing and sending the form to the IRS

36 min.

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. A receiver, trustee, or assignee must sign and date any
return required to be filed on behalf of a corporation.

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 write to the Internal
Revenue Service, Tax Products Coordinating Committee,
SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6406,
Washington, DC 20224. Do not send the tax form to this office.
Instead, see Where To File on page 1.