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Department of the Treasury
Instructions Internal Revenue Service

for Form 1125-E
(Rev. October 2016)
Compensation of Officers

Section references are to the Internal Revenue Code Disallowance of Deduction for Employee
unless otherwise noted. Compensation in Excess of $1 Million
Future Developments Publicly held corporations cannot deduct compensation to
a “covered employee” to the extent that the compensation
For the latest information about developments related to
exceeds $1 million. Generally, a covered employee is:
Form 1125-E and its instructions, such as legislation
The principal executive officer of the corporation (or an
enacted after they were published, go to www.irs.gov/
individual acting in that capacity) as of the end of the tax
form1125e.
year, or
An employee whose total compensation must be
General Instructions reported to shareholders under the Securities Exchange
Act of 1934 because the employee is among the three
Purpose of Form highest compensated officers for that tax year (other than
Certain entities with total receipts of $500,000 or more use the principal executive officer).
Form 1125-E to provide a detailed report of the deduction
for compensation of officers. For this purpose, compensation does not include the
following.
Who Must File Income from certain employee trusts, annuity plans, or
Form 1125-E must be completed and attached to Form pensions, and
1120, 1120-C, 1120-F, 1120-RIC, 1120-REIT, or 1120S, if Any benefit paid to an employee that is excluded from
the entity has total receipts (defined below) of $500,000 or the employee's income.
more, and deducts compensation for officers. The deduction limit does not apply to:
Definitions and Special Rules Commissions based on individual performance;
Qualified performance-based compensation; and
Total Receipts Income payable under a written, binding contract in
effect on February 17, 1993.
For purposes of Form 1125-E, total receipts are
determined as follows. The $1 million limit is reduced by amounts disallowed
Form 1120, page 1, line 1a, plus lines 4 through 10; as excess parachute payments under section 280G.
Form 1120-C, page 1, line 1a, plus lines 4 through 9;
Form 1120-F, Section II, line 1a, plus lines 4 through 10; See section 162(m) and Regulations section 1.162-27.
Form 1120-RIC, Part I, line 8, plus net capital gain from Also see Notice 2007-49, 2007-25 I.R.B. 1429.
Part II, line 1, and Form 2438, line 9a; Limitations on tax benefits for executive compensa-
Form 1120-REIT, Part I, line 8, plus net capital gain tion under the Treasury Troubled Asset Relief Pro-
from Part III, line 10, and Form 2438, line 9a; and gram (TARP). The $1 million compensation limit is
Form 1120S, page 1, line 1a, plus lines 4 and 5; income reduced to $500,000 for executive remuneration and
reported on Schedule K, lines 3a, 4, 5a, and 6; income or deferred deduction executive remuneration paid to
net gain reported on Schedule K, lines 7, 8a, 9, and 10; covered executives by any entity that receives or has
and income or net gain reported on Form 8825, lines 2, received financial assistance under TARP. The limit
19, and 20a. applies for each period in which obligations arising from
For more information on total receipts, see the financial assistance under TARP remain outstanding. The
instructions for the applicable entity’s return. $500,000 is reduced by any amounts disallowed as
excess parachute payments. See section 162(m)(5) for
Golden Parachute Payments definitions and other special rules. Also see Notice
A portion of the payments made by a corporation to key 2008-94, 2008-44 I.R.B. 1070, for additional guidance.
personnel that exceeds their usual compensation may not In addition, any excess parachute payments made to a
be deductible. This occurs when the corporation has an covered executive by an applicable employer participating
agreement (golden parachute) with these key employees in a Treasury troubled asset relief program are not
to pay them these excess amounts if control of the deductible as compensation if the payments are made
corporation changes. See section 280G and Regulations because of a severance from employment during an
section 1.280G-1. applicable tax year. For this purpose, a parachute
payment is any payment to a senior executive officer for
departure from a company for any reason, except for
payments for services performed or benefits accrued.
These limits do not apply to a payment already treated as

Sep 29, 2016 Cat. No. 57670C

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a parachute payment. See section 280G(e) and Notice compensation. See section 280C. If the corporation
2008-94. provided taxable fringe benefits to its officers, such as
personal use of a car, do not deduct as wages the amount
allocated for depreciation and other expenses claimed
Specific Instructions elsewhere on the return.

Line 1 Line 4
Complete columns (a) through (f) for all officers. A Enter the amount from line 4 on Form 1120, page 1,
corporation determines who is an officer under the laws of line 12, or the appropriate line of the applicable return.
the state/country where it is incorporated. See the instructions for the applicable entity's return.
If a consolidated return is filed, this information must be
furnished for each officer of the affiliated group. However, Paperwork Reduction Act Notice. We ask for the
the common parent of a consolidated group may file, as information on this form to carry out the Internal Revenue
part of its consolidated return, one Form 1125-E on behalf laws of the United States. You are required to give us the
of the members of the affiliated group. information. We need it to ensure that you are complying
with these laws and to allow us to figure and collect the
Column (b). Enter each officer's SSN in column (b). right amount of tax.
Filers may elect to provide only the last four digits of the
officer's SSN. You are not required to provide the information
requested on a form that is subject to the Paperwork
Column (f). Enter each officer's total deductible
Reduction Act unless the form displays a valid OMB
compensation (such as salaries, commissions, bonuses,
control number. Books or records relating to a form or its
taxable fringe benefits, etc.). For officers of an S
instructions must be retained as long as their contents
corporation, include fringe benefits and expenditures
may become material in the administration of any Internal
made on behalf of officers owning more than 2% of the
Revenue law. Generally, tax returns and return
corporation's stock. Do not include amounts paid or
information are confidential, as required by section 6103.
incurred for fringe benefits of officers owning 2% or less of
an S corporation's stock. These amounts are reported The time needed to complete and file this form will vary
elsewhere on the corporation's return. See the depending on individual circumstances. The estimated
Instructions for Form 1120S for more information on burden for business taxpayers filing this form is approved
deductible officers’ compensation. under OMB control number 1545-0123 and is included in
the estimates shown in the instructions for their business
Line 3 income tax return.
Enter compensation of officers deductible elsewhere on
the return, such as amounts included in cost of goods If you have comments concerning the accuracy of
sold, elective contributions to a section 401(k) cash or these time estimates or suggestions for making this form
deferred arrangement, or amounts contributed under a simpler, we would be happy to hear from you. See the
salary reduction SEP agreement or a SIMPLE IRA plan. instructions for the tax return with which this form is filed.
If the corporation claims a credit for any wages paid or
incurred, it may need to reduce its deduction for officers’

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