965-C Transfer Agreement Under Section 965(h)(3)

965-C

Form
(December 2019)
Department of the Treasury
Internal Revenue Service

Part I

OMB No. 1545-0123

Transfer Agreement Under Section 965(h)(3)
▶

File in Duplicate
(see When and Where To File
in the separate instructions)

Go to www.irs.gov/Form965C for instructions and the latest information.

Transferor Information
Taxpayer identification number

Name of eligible section 965(h) transferor (see instructions for definition)
Address (number, street, room, suite, or P.O. box number)
City or town, state or province, country, and ZIP or foreign postal code

Part II

Transferee Information
Taxpayer identification number

Name of eligible section 965(h) transferee (see instructions for definition)
Address (number, street, room, suite, or P.O. box number)
City or town, state or province, country, and ZIP or foreign postal code

Part III

Acceleration Event

1

Select the acceleration event leading to this transfer agreement:
a
A liquidation, sale, exchange, or other disposition of substantially all of the assets of the transferor (other
than by reason of death)
(1) Did the transferee acquire substantially all of the transferor’s assets? . . . . . . . . . . . . .
(2) Is the acceleration event a qualifying consolidated group member transaction?
. . . . . . . . .
(3) If the event is a qualifying consolidated group member transaction, is the transferee the departing member
or a qualified successor? . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
Transferor became a member of a consolidated group
Transferor is a consolidated group that ceased to exist or otherwise discontinued filing a consolidated
c
return resulting from (check the box below that applies)
(1)
Acquisition of a consolidated group in which the acquired consolidated group members joined a
different consolidated group as of the day following the acquisition
If the box on line 1c(1) is checked, is the transferee the agent (within the meaning of Regulations section
1.1502‐77) of the consolidated group? . . . . . . . . . . . . . . . . . . . . . .

2
3

7
8

No

Yes

No

Yes

No

Consolidated group ceasing to exist due to the transfer of the assets of one or more members to other
members with one entity (the successor entity) remaining
If the box on line 1c(2) is checked, is the transferee the successor entity? . . . . . . . . . .

Yes

No

(3)

Consolidated group ceasing to exist due to the termination of the subchapter S election (pursuant to
section 1362(d)) of a shareholder of the common parent of the group, and, for the shareholder’s tax
year immediately following the termination, the shareholder joins in the filing of a consolidated return as
a consolidated group that includes all of the members of the former consolidated group.
If the box on line 1c(3) is checked, is the transferee the agent of the consolidated group that the
shareholder whose subchapter S election was terminated and all of the members of the former
consolidated group joined? . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

No

Yes
Yes

No
No

.

▶

Enter the date of the acceleration event . . . . . .
Provide a detailed description of the acceleration event:

Enter the amount of the transferor’s section 965(h) net tax liability remaining unpaid (see instructions)
Enter the date on which the next installment payment is due . . . . . . . . . . . . . .

▶

Part V
6

No

Yes

(2)

Part IV
4
5

Yes

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Report of Unpaid Section 965(h) Net Tax Liability Being Assumed
$

Transferee’s Ability to Pay Remaining Liability

Is the transferee able to make the remaining payments required under section 965(h) with respect to the
section 965(h) net tax liability being assumed?
. . . . . . . . . . . . . . . . . . . . .
Does the transferee’s leverage ratio exceed 3:1? . . . . . . . . . . . . . . . . . . . . .
Provide any additional information pertaining to the transferee’s ability to pay:

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 72022G

Form 965-C (12-2019)

Page 2

Form 965-C (12-2019)

Part VI

Terms of Agreement

By signing this transfer agreement, you agree to the following:
• This document constitutes an agreement by the transferee to assume the liability of the transferor for any unpaid installment
payments of the transferor under section 965(h).
• The transferee and the transferor (if it continues to exist immediately after the acceleration event) agree to comply with all of the
conditions and requirements of section 965(h) and Regulations section 1.965-7(b), as well as any other applicable requirements of
the regulations under section 965.
• If the transferor continues to exist immediately after the acceleration event, the transferor and any successor to the transferor will
remain jointly and severally liable for any unpaid installment payments of the transferor under section 965(h), including, if applicable,
under Regulations section 1.1502-6.
• If the Commissioner requests additional information (for example, additional information regarding the ability of the transferee to
fully pay the remaining section 965(h) net tax liability), the transferee will provide such information.
• If the Commissioner determines, at the time of submission or such later date until the section 965(h) net tax liability has been fully
paid, that this transfer agreement contains a material misrepresentation or material omission, or if the transferee does not provide
the additional information requested by the Commissioner within a reasonable timeframe communicated by the Commissioner to
the transferee, the Commissioner may reject the transfer agreement effective as of the date of the related acceleration event or, in
the alternative, on the date the Commissioner determines that this transfer agreement includes a material misrepresentation or
material omission.
• If the Commissioner rejects the transfer agreement, at the time of submission or such later date, any unpaid installment payments
of the transferor assumed by the transferee become due and payable on the date of rejection.
• The transferee waives the right to a notice of liability and consents to the immediate assessment of the portion of the transferor’s
section 965(h) net tax liability remaining unpaid, as shown in Part IV. The transferee understands that by signing this agreement, the
transferee will not be able to contest this liability in Tax Court, except as additional transferee or fiduciary liability is determined for
this year.

Transferor Signature
Under penalties of perjury, I declare that I have examined this form, and to the best of my knowledge and belief, Parts I, III and IV are true, correct and
complete. I certify that I have the authority to execute this transfer agreement for the eligible section 965(h) transferor reported in Part I.

Signature

▲

▲

Sign
Here

Date

Print name

Print title

Email address

Daytime phone

Transferee Signature
Under penalties of perjury, I declare that I have examined this form, and to the best of my knowledge and belief, Parts II, III, IV, and V are true, correct and
complete. I certify that I have the authority to execute this transfer agreement for the eligible section 965(h) transferee reported in Part II.

Signature

▲

▲

Sign
Here

Date

Print Name

Print title

Email address

Daytime phone

If either the transferor or the transferee is a corporation, the agreement must be signed with the corporate name, followed by the
signature and title of the officer authorized to sign.
Form 965-C (12-2019)