Form 966

(Rev. October 2016)

Department of the Treasury 

Internal Revenue Service 

OMB No. 1545-0123

Corporate Dissolution or Liquidation

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

▶ Information about Form 966 and its instructions is at www.irs.gov/form966.

Please type or print

Name of corporation

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

City or town, state, and ZIP code

Employer identification number

Check type of return

1120 1120-L

1120-IC-DISC 1120S

Other ▶

1 Date incorporated 2 Place incorporated 3 Type of liquidation

Complete Partial

4 Date resolution or plan of complete 

or partial liquidation was adopted

5 Service Center where corporation filed 

its immediately preceding tax return

6 Last month, day, and year of 

immediately preceding tax year

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.

Yes No

7c Name of common parent 7d Employer identification number 

of common parent

7e Service Center where 

consolidated return was filed

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

Common Preferred

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 . . . . . . . . . . . . . . . . . . . .

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

Section references are to the Internal Revenue Code 

unless otherwise noted.

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).

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 is 

attached. Include all information required by Form 966 

that was not given in the earlier form.

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

For Paperwork Reduction Act Notice, see the instructions. Cat. No. 17053B Form 966 (Rev. 10-2016)
Form 966 (Rev. 10-2016) Page 2

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.