Corporate Dissolution or Liquidation Form 966

(Rev. December 2010) OMB No. 1545-0041 (Required under section 6043(a) of the Internal Revenue Code) Department of the Treasury

Internal Revenue Service

Name of corporation Employer identification number

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

1120 1120-L

City or town, state, and ZIP code 1120-IC-DISC 1120S

Please type or print

Other ©

1 Date incorporated 2 Place incorporated 3 Type of liquidation

Complete Partial

5 7b

Common Preferred

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

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

Who Must File

Form 966 (Rev. 12-2010)

©

Service Center where corporation filed

its immediately preceding tax return

Last month, day, and year of

immediately preceding tax year

Last month, day, and year of

final tax year

Was corporation’s final tax return

filed as part of a consolidated

income tax return? If “Yes,”

complete 7c, 7d, and 7e.

Name of common parent Employer identification number

of common parent

Service Center where

consolidated return was filed

6 7a

7c 7d 7e

Yes No

Cat. No. 17053B

Date resolution or plan of complete

or partial liquidation was adopted

4

When To File

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).

Section references are to the Internal Revenue Code

unless otherwise noted.

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.

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) Nonexempt Charitable Trust Treated as a

Private Foundation. Subchapter S subsidiaries should

see Form 8869, Qualified Subchapter S Subsidiary

Election.

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.

For Paperwork Reduction Act Notice, see page 2.

Distribution of Property

A corporation must recognize gain or loss on the

distribution of its assets in the complete liquidation of

CAUTION its stock. For purposes of determining gain or loss, the
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.

The time needed to complete and file this form will

vary depending on individual circumstances. The

estimated average time is:

Recordkeeping 5 hr., 1 min.

Learning about the law or the form 30 min.

Preparing and sending the form to the IRS 36 min.

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, Tax

Products Coordinating Committee,

SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW,

IR-6526, Washington, DC 20224. Do not send the tax

form to this office. Instead, see Where To File on 

page 1.

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. A receiver, trustee, or

assignee must sign and date any return required to be

filed on behalf of a corporation.

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.

Paperwork Reduction Act Notice

Signature

Form 966 (Rev. 12-2010) Page 2

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).

Include the suite, room, or other unit number after the

street address. If mail is not delivered to the street

address and the corporation has a P.O. box, enter the

box number instead of the street address.

Address

Line 5

If the immediately preceding tax return was filed

electronically, enter “efile” on line 5.

Line 7e

If the consolidated return was filed electronically, enter

“efile” on line 7e.

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.

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.