### §6043. Liquidating, etc., transactions

#### (a) Corporate liquidating, etc., transactions

Every corporation shall—

(1) Within 30 days after the adoption by the corporation of a resolution or plan for the dissolution of the corporation or for the liquidation of the whole or any part of its capital stock, make a return setting forth the terms of such resolution or plan and such other information as the Secretary shall by forms or regulations prescribe; and

(2) When required by the Secretary, make a return regarding its distributions in liquidation, stating the name and address of, the number and class of shares owned by, and the amount paid to, each shareholder, or, if the distribution is in property other than money, the fair market value (as of the date the distribution is made) of the property distributed to each shareholder.

#### (b) Exempt organizations

Every organization which for any of its last 5 taxable years preceding its liquidation, dissolution, termination, or substantial contraction was exempt from taxation under section 501(a) shall file such return and other information with respect to such liquidation, dissolution, termination, or substantial contraction as the Secretary shall by forms or regulations prescribe; except that—

(1) no return shall be required under this subsection from churches, their integrated auxiliaries, conventions or associations of churches, or any organization which is not a private foundation (as defined in section 509(a)) and the gross receipts of which in each taxable year are normally not more than $5,000, and

(2) the Secretary may relieve any organization from such filing where he determines that such filing is not necessary to the efficient administration of the internal revenue laws or, with respect to an organization described in section 401(a), where the employer who established such organization files such a return.

#### (c) Changes in control and recapitalizations

If—

(1) control (as defined in section 304(c)(1)) of a corporation is acquired by any person (or group of persons) in a transaction (or series of related transactions), or

(2) there is a recapitalization of a corporation or other substantial change in the capital structure of a corporation,

when required by the Secretary, such corporation shall make a return (at such time and in such manner as the Secretary may prescribe) setting forth the identity of the parties to the transaction, the fees involved, the changes in the capital structure involved, and such other information as the Secretary may require with respect to such transaction.

#### (d) Cross references

**For provisions relating to penalties for failure to file—**

**(1) a return under subsection (b), see section 6652(c), or**

**(2) a return under subsection (c), see section 6652(1). 1**

(Aug. 16, 1954, ch. 736, 68A Stat. 746; Pub. L. 91–172, title I, §101(j)(35), Dec. 30, 1969, 83 Stat. 529; Pub. L. 94–455, title XIX, §1906(b)(13)(A), Oct. 4, 1976, 90 Stat. 1834; Pub. L. 99–514, title XV, §1501(d)(1)(C), Oct. 22, 1986, 100 Stat. 2740; Pub. L. 101–239, title VII, §7208(b)(1), (3)(A), (B), Dec. 19, 1989, 103 Stat. 2337, 2338; Pub. L. 104–188, title I, §1704(t)(17), Aug. 20, 1996, 110 Stat. 1888.)

#### **Editorial Notes**

#### Amendments

**1996**—Pub. L. 104–188 substituted "Liquidating, etc., transactions" for "Liquidating; etc., transactions" in section catchline.

**1989**—Pub. L. 101–239, §7208(b)(3)(B), substituted "Liquidating; etc., transactions" for "Returns regarding liquidation, dissolution, termination, or contraction" in section catchline.

Subsec. (a). Pub. L. 101–239, §7208(b)(3)(A), substituted "Corporate liquidating, etc., transactions" for "Corporations" in heading.

Subsecs. (c), (d). Pub. L. 101–239, §7208(b)(1), added subsecs. (c) and (d) and struck out former subsec. (c) which read as follows: "Cross Reference.—For provisions relating to penalties for failure to file a return required by subsection (b), see section 6652(c)."

**1986**—Subsec. (c). Pub. L. 99–514 substituted "section 6652(c)" for "section 6652(d)".

**1976**—Pub. L. 94–455 struck out "or his delegate" after "Secretary" wherever appearing.

**1969**—Pub. L. 91–172 inserted references to termination and contraction in section catchline, designated existing provisions as subsec. (a), and added subsecs. (b) and (c).

#### **Statutory Notes and Related Subsidiaries**

#### Effective Date of 1989 Amendment

Pub. L. 101–239, title VII, §7208(b)(4), Dec. 19, 1989, 103 Stat. 2338, provided that: "The amendments made by this subsection [amending this section and section 6652 of this title] shall apply to transactions after March 31, 1990."

#### Effective Date of 1986 Amendment

Amendment by Pub. L. 99–514 applicable to returns the due date for which (determined without regard to extensions) is after Dec. 31, 1986, see section 1501(e) of Pub. L. 99–514, set out as an Effective Date note under section 6721 of this title.

#### Effective Date of 1969 Amendment

Amendment by Pub. L. 91–172 applicable to taxable years beginning after Dec. 31, 1969, see section 101(k)(2)(B) of Pub. L. 91–172, set out as an Effective Date note under section 4940 of this title.

1  So in original. Probably should be section "6652( l )."