Form 973 

(Rev. November 2016) 

Department of the Treasury 

Internal Revenue Service 

Corporation Claim for Deduction 

for Consent Dividends 

(Under Section 561 of the Internal Revenue Code) 

▶ Information about Form 973 and its instructions is at www.irs.gov/form973.

For tax year beginning , 20 , and ending , 20 . 

OMB No. 1545-0123 

Name of corporation Employer identification number 

Class of stock 

Number of shares 

outstanding on first 

day of tax year 

Number of shares 

outstanding on last 

day of tax year 

Description of dividend rights Actual distributions per share 

made in tax year* 

* If a distribution was not made on all shares of any class, describe any unequal treatment: 

Describe any other changes in outstanding stock during the tax year: 

(Use more sheets if necessary.) 

For Paperwork Reduction Act Notice, see back of form. Cat. No. 17059P Form 973 (Rev. 11-2016) 
Form 973 (Rev. 11-2016) Page 2 

If any stock outstanding on the last day of the tax year is entitled to cumulative dividends, show the amount for earlier years unpaid 

at the beginning of the tax year. Give the class or classes of stock involved. 

(Use more sheets if necessary.) 

Instructions 

Section references are to the Internal Revenue Code unless 

otherwise noted. 

Purpose of form. Form 973 is filed by a corporation claiming a 

consent dividend deduction under section 565. 

Who may file. The consent dividend provisions apply to 

corporations that reasonably believe that they are subject to the 

accumulated earnings tax, personal holding companies, foreign 

personal holding companies, regulated investment companies, 

and real estate investment trusts. 

Limitations. A consent dividend deduction may only be taken 

as to the amount stated on Form(s) 972 (see below), for 

“consent stock” (as defined in section 565(f)(1)), which is not a 

“preferential dividend” (as defined in section 562(c)), and which 

would constitute a “dividend” (as defined in section 316) if 

actually paid. 

How to file. Attach Form 973 to the corporation’s income tax 

return for the tax year the corporation claims the consent 

dividend deduction. 

For each shareholder who agreed to treat the consent 

dividend as a taxable dividend, the corporation must also 

attach to its income tax return either the signed Form 972, 

Consent of Shareholder To Include Specific Amount in Gross 

Income, or an unsigned Form 972 with the same information 

stated on the signed Form 972. If the corporation submits an 

unsigned Form 972, it must retain the original, signed Form 972 

in its records. 

Nonresident aliens and foreign shareholders. If the 

corporation receives a Form 972 from a nonresident alien or 

other foreign shareholder, the corporation must pay any 

withholding tax it would have withheld if the dividend had been 

actually paid (see Regulations section 1.565-5(a) and sections 

1441 and 1442). 

Use the following forms to report and send the tax withheld. 

• Form 1042, Annual Withholding Tax Return for U.S. Source 

Income of Foreign Persons; 

• Form 1042-S, Foreign Person’s U.S. Source Income Subject 

to Withholding; and 

• Form 1042-T, Annual Summary and Transmittal of Forms 1042-S. 

See the instructions for these forms for more detailed 

information on filing and transmitting the payment. 

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 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 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 write to the Internal 

Revenue Service at the address listed in the instructions of the 

tax return with which this form is filed.