Form 952 Consent To Extend the Time To

Assess Tax Under Section 332(b) (Rev. December 2006)

Department of the Treasury

Internal Revenue Service

Name of receiving corporation Employer identification number

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

City or town, state, and ZIP code

Name of subsidiary (liquidating corporation)

Address of subsidiary (Do not complete if same as receiving corporation.)

If all of the assets of the liquidating subsidiary will not be distributed to the receiving corporation by the end of the subsidiary’s tax 

year in which the first distribution was made under the plan of liquidation, then you must file Form 952 for each tax year or part of 

a tax year that falls within the period of liquidation.

In accordance with a plan of complete liquidation of the subsidiary named above under the conditions prescribed in section

332(b), the receiving corporation will receive the property of the liquidating subsidiary in complete cancellation or redemption of

the subsidiary’s stock. Under the provisions of section 332(b), the receiving corporation and an authorized Internal Revenue

official consent as follows:

Any income taxes due on any tax return made by or for the receiving corporation for the tax year ending ___________, _____, may

be assessed at any time during the 4-year period that begins on the later of the due date of the receiving corporation’s income tax

return or the date that the return is filed for the 3rd tax year beginning after the end of the tax year of the first distribution.

(Signature and Title) (Date signed)

By

(Signature and Title) (Date signed)

Authorized Internal Revenue Official Title

(Signature and Title) (Date signed)

General Instructions

Purpose of form. Form 952 is used to extend the period of assessment of all income taxes of the receiving corporation on the

complete liquidation of a subsidiary under section 332. Form 952 must be used if the liquidation will be completed within the

3-year period following the end of the subsidiary’s tax year that the first distribution was made.

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, show the box number instead.

When and where to file. File Form 952 by the due date (including extensions) of the receiving corporation’s income tax return

for each tax year or part of a tax year that falls within the liquidation period. File the form with the Ogden Submission

Processing Center, P.O. Box 9941, Ogden, UT 84409-0941.

Suspension of period to assess income tax. This consent establishes an extended period for assessing tax. The expiration of

the extended period may be suspended or otherwise affected by the operation of law in the same manner as the original period.

For example, if a notice of deficiency in tax covered by this consent is issued, the period for assessing tax will not end prior to

the end of the suspension period provided for by section 6503(a), plus any time that remained in the assessment period, as

extended, at the time the suspension took effect. Under no circumstances will this consent reduce the period of time otherwise

provided by law for making an assessment.

Affiliated groups filing a consolidated income tax return should see Regulations section 1.1502-77 for rules about a common

parent signing as an agent for a receiving corporation and substitute agents for affiliated groups.

Recognition of gain or loss. Gain or loss on complete liquidation of a subsidiary is generally not recognized when the assets of

the subsidiary are distributed. However, gain or loss will be recognized if the distribution is not completed within the 3-year

period or if the receiving corporation can no longer meet the requirements of section 1504(a)(2).

Signature. Form 952 must be signed and dated by a corporate officer authorized to sign the form. If Form 952 is signed by an

attorney or an agent of the receiving corporation, attach a copy of the authorization.

Form 952 (Rev. 12-2006)

By

Cat. No. 17039X

Employer identification number

IRS USE ONLY

Signature of Receiving 

Corporation’s

Officer

Section references are to the Internal Revenue Code unless otherwise noted.