Corporate Dissolution or Liquidation Form 966

(Rev. December 2007) 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. 12-2007)

©

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

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).

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

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.

attached. Include all information required by Form 966 that was

not given in the earlier form.

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 its stock. For purposes

of determining gain or loss, the 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 1120F 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 and its instructions for more

information.
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-6406,

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 by a

form or its instructions that is subject to the Paperwork Work

Reduction Act unless the form displays a valid OMB control

number. Books and 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.

Paperwork Reduction Act Notice

Signature

Form 966 (Rev. 12-2007) 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.