Are any of the distributions part of a partial or complete liquidation? ©

Earnings and Profits

● Accumulated earnings and profits

(since February 28, 1913) at the

beginning of the tax year © $

● Actual earnings and profits for the

current tax year © $

Shareholders at Date of Last Dividend Payment

● Number of individuals

● Number of partnerships

● Number of corporations and other

shareholders 

Note: If there are 12 or fewer shareholders, attach co

Forms 1099-DIV (or the information from that form

shareholders received.

Amount Paid Durin

Calendar Year Fro

Other Than Earnin

& Profits Since

February 28, 191

Total Amount Paid

(Common (C),

Preferred (P),

Other (O))

Amount Paid During Calendar Year From Earnings & Profits

Since February 28, 1913 

Percent

Taxable

Amount

Per

Share

Date Paid

Accumulated Total

$ $ $ $ $ $

Totals $ $$ $ $

Form 545

B

C D

E Corporate Distributions (See instructions.)

For Paperwork Reduction Act Notice, see the instructions on page 2. Cat. No. 11881T

If “Yes,” discuss in a separate statement.

Y

From the

Current Year

% 
Paperwork Reduction Act Notice.—We ask for th

information on this form to carry out the Internal R

laws of the United States. You are required to give 

information. We need it to ensure that you are com

with these laws and to allow us to figure and colle

amount of tax.

The time needed to complete and file this form w

depending on individual circumstances. The estima

average time is:

Nondividend Distributions

Recordkeeping 19 

Learning about

the law or the form 1 

Preparing the form 3 

Copying, assembling, and

sending the form to the IRS 

If you have comments concerning the accuracy 

time estimates or suggestions for making this form 

we would be happy to hear from you. You can writ

IRS at the address listed in the instructions for the 

with which this form is filed.

Corporate Distributions

A fiscal tax year corporation must file Form 5452 and the

items listed under Supporting Information with its income

tax return due for the first fiscal year ending after the

calendar year in which the nondividend distributions were

made.

Supporting Information

● A computation of earnings and profits for the tax year (see

the example of a worksheet on page 3 and a blank

worksheet on page 4). Also attach a schedule of the

differences between the earnings and profits computation

and the Schedule M-1 (Form 1120).

reconciliation of any difference between that amou

amount deducted on Form 1120 or other compara

See Exhibits B and C in Rev. Proc. 75-17.

● For each member of a consolidated group that m

nondividend distributions, provide the information 

in Item 1 above.

2. A consolidated filer must also attach the follo

information.

● A schedule that shows the allocation of the cons

tax liability and identifies the method used. (Indica

intercompany agreement is in effect.)

● A schedule that shows the taxable income or los

member of the consolidated group.

p

their shareholders must file Form 5452. If the corporation is a

member of a consolidated group, the parent corporation

must file Form 5452.

A calendar tax year corporation must file Form 5452 and

the items listed under Supporting Information with its

income tax return due for the tax year in which the

nondividend distributions were made.

Nondividend distributions are distributions made to

shareholders in the normal course of business.

Complete Part E, Corporate Distributions, showing the

taxable and nontaxable status of distributions reported to

shareholders. The percent of distributions that is taxable and

the percent that is nontaxable are based on the amounts

shown on each line in the column, Total Amount Paid. If

noncash distributions were made, attach a statement and

show both the tax bases and fair market values.

1. Attach the following information to Form 5452. See

Revenue Procedure 75-17, 1975-1 C.B. 677.

They are considered fully or partially nontaxable as

dividends only because the paying corporation’s current and

accumulated earnings and profits are less than the

distributions. Nondividend distributions do not include

tax-free stock dividends or distributions exchanged for stock

in liquidations or redemptions.

You are not required to provide the information r

on a form that is subject to the Paperwork Reduct

unless the form displays a valid OMB control num

or records relating to a form or its instructions mus

retained as long as their contents may become ma

the administration of any Internal Revenue law. Ge

returns and return information are confidential, as 

section 6103.

An S corporation should file this form only for distributions

made under section 1368(c)(3). However, a corporation

making cash distributions under section 1371(e) during the

post-termination transition period from being an S

corporation should file this form.
SAMPLE

Bad debt recovery (not charged against taxable

income)

214,700 $214,700

comparable line of other income tax return)

$60,000

Federal income taxes per books and tax return

Excess of capital losses over capital gains (tax basis) 3,600 3,600

24,000

Depreciation adjustment on earnings and profits

(section 312(k))

Depreciation adjustment on sale of property 4,000

Travel and entertainment $200 200

9,500

Life insurance premium greater than cash

surrender value (CSV) 9,500

Nondeductible interest paid for tax-exempt bonds 850 850

Contributions carryover 500 500

Total itemized expenses from line 5, Schedule M-1 11,050

Life insurance proceeds greater than CSV 6,000 6,000

3,500 

Tax-exempt interest on municipal bonds 5,000 5,000

Total itemized income from line 7, Schedule M-1 14,500

Reserve for contingencies 10,000 

78,650 249,700

Current Year Earnings and Profits 171,050

Cash Distributions:

Preferred stock: 3/15/97, 6/15/97, 9/15/97, 12/15/97 40,000 40,000

10,000 Shares at $1.00/Share × 4 quarters = $40,000

1. 3/31/97 - 90,000 Shares at $1.00 = $90,000

Common stock:

From current year earnings and profits 65,525 65,525

From accumulated earnings and profits 20,900 (20,900)

96.03% 86,425

From other distribution 3.97% 3,575

Total distribution 100% 90,000

2. 9/30/97 - 90,000 Shares at $1.00 = $90,000

From current year earnings and profits 72.81% 65,525 65,525

From other distribution 27.19% 24,475

Total distribution 100% 90,000

Total cash distributions 220,000

304,650 229,200 171,050 171,050

Current year change 75,450 (20,900)

Balance forward 12/31/97 $149,550 $—0—

Explanation of Key

a - Identical items on the same line.

$60,000

23.22%

72.81%

Totals

Total distribution from earnings and profits

Totals

b - Item offset in 1995. Bad debt reserve method used for book accounting.

c - Item partially offset.

2

3

4

5

6

a

b

c

d

7

9

11

10

a

b

c

Refund of prior year Federal income taxes

e Other (list separately)

d

8

Other (list separately)

Additional adjustments:
%

%

100%

Balance forward 12/31/

Federal income taxes per books and tax return

Excess of capital losses over capital gains (tax basis)

Depreciation adjustment on earnings and profits

(section 312(k))

Depreciation adjustment on sale of property

Travel and entertainment

Life insurance premium greater than cash

surrender value (CSV)

Nondeductible interest paid for tax-exempt bonds

Contributions carryover

Total itemized expenses from line 5, Schedule M-1

Life insurance proceeds greater than CSV

Bad debt recovery (not charged against taxable

income) 

Tax-exempt interest on municipal bonds

Total itemized income from line 7, Schedule M-1

Refund of prior year Federal income taxes

Reserve for contingencies

Current Year Earnings and Profits

Cash Distributions:

From current year earnings and profits

From accumulated earnings and profits

From other distribution

Total distribution

Total cash distributions

Current year change

Totals

Total distribution from earnings and profits

Totals

Other (list separately)

Additional adjustments:

2

3

4

5

6

a

b

c

d

e

7

a

b

c

d

8

9

10

11

%

%

Other (list separately)

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