Form FORM-966 Corporate Dissolution or Liquidation

Form

966

Corporate Dissolution or Liquidation

(Rev. December 2010)

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

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) 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).

For Paperwork Reduction Act Notice, see page 2.

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. 12-2010)

Form 966 (Rev. 12-2010)

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.

Page

2

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 average time is:

Address

Recordkeeping

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.

Learning about the law or the form

30 min.

Preparing and sending the form to the IRS

36 min.

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).

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

5 hr., 1 min.

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-6526, Washington, DC 20224. Do not send the tax
form to this office. Instead, see Where To File on
page 1.