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                                                                                                Department of the Treasury
                                                                                                Internal Revenue Service
Instructions for Form 965-E

(December 2019)
Consent Agreement Under Section 965(i)(4)(D)

Section references are to the Internal Revenue Code unless            from, or an inclusion under sections 951(a)(1)(B) and 956 with 
otherwise noted.                                                      respect to, a DFIC and paid during, or included with respect to, 
                                                                      the DFIC's inclusion year.
Future Developments                                                   Section 965(i)(2)(A)(ii) triggering event. A section 965(i)(2)
For the latest information about developments related to Form         (A)(ii) triggering event is, with respect to an S corporation with 
965-E and its instructions, such as legislation enacted after they    one or more shareholders that have made section 965(i) 
were published, go to IRS.gov/Form965E.                               elections, the liquidation, sale, exchange, or other disposition of 
                                                                      substantially all of the assets of the S corporation (including in a 
Background                                                            title 11 or similar case), the cessation of business of the S 
                                                                      corporation, or the S corporation ceasing to exist.
On December 22, 2017, section 965 of the Code (section 965) 
was amended. As a result of the amendment, certain taxpayers          Purpose of Form
are required to include in income an amount (a section 965(a) 
inclusion amount) based on the accumulated post-1986 deferred         Form 965-E should be used by a shareholder in an S corporation 
foreign income of certain foreign corporations (specified foreign     who has an outstanding section 965(i) net tax liability with 
corporations) they own either directly or indirectly through other    respect to which a section 965(i)(2)(A)(ii) triggering event has 
entities.                                                             occurred to obtain consent to make a section 965(h) election as 
                                                                      required by section 965(i)(4)(D) and Regulations section 
Taxpayers that are S corporation shareholders may have a              1.965-7(c)(3)(v)(D)(1).
section 965(a) inclusion amount due to ownership of deferred 
foreign income corporations (DFICs) through S corporations that       This form requests the information and representations that 
are themselves U.S. shareholders of the DFICs. A taxpayer that        must be provided to meet the requirements of Regulations 
is a shareholder in an S corporation that is a U.S. shareholder of    section 1.965-7(c)(3)(v)(D)(1) in order to enter into a consent 
a DFIC and that has a section 965(i) net tax liability (as defined    agreement under section 965(i)(4)(D). If the shareholder 
later in these instructions) with respect to the S corporation may    properly completes and files Form 965-E in accordance with 
make a deferral election under section 965(i) (section 965(i)         these instructions, the shareholder will be considered to have 
election). A shareholder’s section 965(i) net tax liability with      properly obtained consent under section 965(i)(4)(D). However, 
respect to an S corporation is calculated on an individual S          the Commissioner may review the consent agreement and may 
corporation basis, and the section 965(i) election is also made       ask additional questions or require additional information, 
on an S corporation-by-S corporation basis and on a                   including, for example, about the shareholder’s ability to make 
shareholder-by-shareholder basis. A section 965(i) election           the payments required under section 965(h) with respect to the 
allows a shareholder in an S corporation to defer payment of its      outstanding section 965(i) net tax liability covered by the consent 
section 965(i) net tax liability until a triggering event occurs. In  agreement. If the Commissioner determines that the consent 
addition, when a triggering event occurs, the shareholder may         agreement contains a material misrepresentation or material 
then make an election under section 965(h) (section 965(h)            omission, or if the additional information is not provided within a 
election) to pay the section 965(i) net tax liability with respect to reasonable timeframe (as communicated by the Commissioner), 
which the triggering event occurred in installments over 8 years.     then the consent agreement may be rejected as of the date of 
However, when the triggering event is a liquidation, sale,            the triggering event. If the consent agreement is rejected, the 
exchange, or other disposition of substantially all the assets of     entire amount of the section 965(i) net tax liability with respect to 
the S corporation (including in a title 11 or similar case), a        which the triggering event occurred will be due and payable for 
cessation of business by the S corporation, or the S corporation      the year the triggering event occurred.
ceasing to exist, then the shareholder must obtain the consent of             Form 965-E is only the consent agreement under section 
the Commissioner in order to make the section 965(h) election.        !       965(i)(4)(D) required by Regulations section 1.965-7(c)
                                                                      CAUTION (3)(v)(D)(1). It does not include the section 965(h) 
                                                                      election for which consent is requested. You must separately 
General Instructions                                                  make the section 965(h) election in accordance with the 
                                                                      requirements in Regulations section 1.965-7(c)(3)(v)(b)(2). If you 
Definitions                                                           do not properly make the section 965(h) election, you will be 
                                                                      required to pay the full amount of the section 965(i) net tax 
Section 965(i) net tax liability. The section 965(i) net tax          liability with respect to which the triggering event occurred for the 
liability is, with respect to an S corporation and a shareholder of   year the triggering event occurred.
the S corporation that has made a section 965(i) election, the 
excess (if any) of the S corporation shareholder's net income tax 
for the tax year in which the S corporation shareholder includes      Who Must File
a section 965(a) inclusion in income, determined as if the only       An S corporation shareholder with an outstanding section 965(i) 
section 965(a) inclusions included in income by the S                 net tax liability with respect to which a section 965(i)(2)(A)(ii) 
corporation shareholder are domestic pass-through entity              triggering event has occurred must file Form 965-E to obtain 
shares of section 965(a) inclusions by the S corporation with         consent to make a section 965(h) election.
respect to DFICs of which the S corporation is a U.S. 
shareholder, over the S corporation shareholder's net income          Note.   Each shareholder must file its own Form 965-E to obtain 
tax for the tax year determined without regard to section 965,        consent to make a section 965(h) election, and each 
and without regard to any income, deduction, or credit properly       shareholder must make its own section 965(h) election. An S 
attributable to a dividend received (directly or through a chain of   corporation cannot file Form 965-E or make section 965(h) 
ownership described in section 958(a)) by the S corporation           elections on behalf of its shareholders.

Jan 20, 2020                                                   Cat. No. 73449L



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When and Where To File                                                  Part V — Shareholder’s Ability To 
Within 30 days of the section 965(i)(2)(A)(ii) triggering event, the    Make Payments Required Under 
original Form 965-E must be mailed to the IRS’s Memphis 
Compliance Service Collection Operations at the following               Section 965(h)
address.
                                                                        Line 5.  Check the “Yes” box to confirm that the shareholder is 
Memphis CSCO                                                            able to make the payments required under section 965(h) and 
5333 Getwell Road MS 81                                                 Regulations section 1.965-7(b) for the outstanding section 965(i) 
Memphis, TN 38118                                                       net tax liability with respect to which the section 965(h) election 
                                                                        is intended to be made. If you check the “No” box, you do not 
In addition, the shareholder must attach a duplicate copy of            meet the requirements to enter into a valid consent agreement.
Form 965-E to its tax return for the tax year during which the          Line 6. Check the “Yes” box if the leverage ratio of the 
section 965(i)(2)(A)(ii) triggering event occurs, filed by the due      shareholder immediately after the triggering event exceeds three 
date for such return (with regard to any extension of time to file).    to one. Otherwise, check the “No” box.
        Form 965-E will be considered timely filed only if filed        The leverage ratio means the ratio that the total indebtedness 
!       within 30 days of the date the section 965(i)(2)(A)(ii)         of the shareholder bears to the sum of its money and all other 
CAUTION triggering event occurs. No extension of time to file Form      assets reduced, but not below zero, by the total indebtedness. 
965-E will be granted, and relief is not available under                See Regulations section 1.965-7(c)(3)(iv)(D)(6) for more 
Regulations section 301.9100-2 or 301.9100-3 to file a consent          information.
agreement late.
                                                                        Note. The leverage ratio of the shareholder is a factor the 
                                                                        Commissioner uses to determine whether the shareholder has 
                                                                        the ability to pay the outstanding section 965(i) net tax liability. A 
Specific Instructions                                                   leverage ratio in excess of three to one does not by itself 
                                                                        determine whether or not a consent agreement is valid.
Part I — Shareholder Information
Use Part I to provide the identifying information of the                Line 7.  Provide any other pertinent information regarding the 
shareholder requesting consent to make the section 965(h)               shareholder’s ability to pay the outstanding section 965(i) net tax 
election. Enter the shareholder’s complete legal name, taxpayer         liability. This information may include, but is not limited to, the 
identification number, and street address or post office box.           adequacy of the shareholder’s income, the value of the 
                                                                        shareholder’s assets, and the shareholder’s access to capital.
Part II — S Corporation Information
                                                                        Part VI — Terms of Agreement
Use Part II to provide identifying information of the S corporation 
with respect to which a section 965(i) election was in effect and       By signing this consent agreement, you agree to the terms set 
with respect to which the section 965(i)(2)(A)(ii) triggering event     forth in Part VI of Form 965-E.
occurred. Enter the name and taxpayer identification number of 
the S corporation.                                                      Shareholder Signature
                                                                        The consent agreement must be signed by the shareholder or a 
Part III — Triggering Event Under                                       person authorized to sign for the shareholder. By signing this 
                                                                        consent agreement, you declare, under penalties of perjury, that 
Section 965(i)(2)(A)(ii) Giving Rise to                                 you have examined the form and, to the best of your knowledge 
                                                                        and belief, it is true, correct, and complete. You also certify that 
Need for Consent                                                        you have the authority to execute this consent agreement.
Line 1. Provide the date on which the section 965(i)(2)(A)(ii) 
triggering event for which the consent agreement is being filed 
occurred.                                                               Paperwork Reduction Act Notice
                                                                        We ask for the information on this form to carry out the Internal 
Line 2. Describe in detail the section 965(i)(2)(A)(ii) triggering      Revenue laws of the United States. You are required to give us 
event for which the consent agreement is being filed. For               the information. We need it to ensure that you are complying 
example, if the transfer is the disposition of substantially all of     with these laws and to allow us to figure and collect the right 
the assets of the S corporation, provide a description of the type      amount of tax.
of disposition, including any steps involved in the transaction.
                                                                        You are not required to provide the information requested on 
Part IV — Report of Unpaid Section                                      a form that is subject to the Paperwork Reduction Act unless the 
                                                                        form displays a valid OMB control number. Books or records 
965(i) Net Tax Liability for Which                                      relating to a form or its instructions must be retained as long as 
Consent Is Requested Under Section                                      their contents may become material in the administration of any 
                                                                        Internal Revenue law. Generally, tax returns and return 
965(i)(4)(D) for a Section 965(h)                                       information are confidential, as required by section 6103.
Election To Be Made                                                     The time needed to complete and file this form will vary 
                                                                        depending on individual circumstances. The estimated burden 
Line 3. Enter the dollar amount of the outstanding section 965(i)       for individual taxpayers filing this form is approved under OMB 
net tax liability for which the shareholder intends to make a           control number 1545-0123 and is included in the estimates 
section 965(h) election.                                                shown in the instructions for their business income tax return.
Note. The Commissioner may adjust the amount of the section 
965(i) net tax liability.
Line 4. Enter the date on which the first installment payment will 
be due for the section 965(i) net tax liability after the section 
965(h) election is made.

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