OMB No. 1545-0123
                                   Transfer Agreement Under Section 965(i)(2)
Form  965-D                                                                                                              File in Duplicate 
(December 2019)
Department of the Treasury         ▶ Go to www.irs.gov/Form965 for instructions and the latest information.              (see When and Where To File 
Internal Revenue Service                                                                                                 in the separate instructions)
Part I         Transferor Information
Name of eligible section 965(i) transferor (see instructions for definition)                                 Taxpayer identification number

Address (number, street, room, suite, or P.O. box number)

City or town, state or province, country, and ZIP or foreign postal code

Part II        Transferee Information 
Name of eligible section 965(i) transferee (see instructions for definition)                                 Taxpayer identification number

Address (number, street, room, suite, or P.O. box number)

City or town, state or province, country, and ZIP or foreign postal code

Part III       Identifying Information of the S Corporation (with respect to which the section 965(i) election was effective)
Name                                                                                                         Taxpayer identification number

Part IV        Triggering Event Leading to Transfer Agreement
1     Enter the date of the triggering event .           . . .               . . . . . . . . . . . . . . . .       . . . .  ▶
2     Was the transfer by reason of death of the transferor?  .                    . . . . . . . . . . . . .       . . . .  .   Yes        No
3     Provide the portion, expressed as a percentage, of the transferor’s section 965(i) deferred net tax liability with
      respect  to  the  S  corporation  which  is  properly  allocable  to  the  portion  of  stock  being  transferred  to  the
      transferee .         . . . . . . .   . .           . . .               . . . . . . . . . . . . . . . .       . . . .  .   .           %
4     Provide a detailed description of the triggering event that led to the transfer agreement:

Part V         Report of Unpaid Section 965(i) Net Tax Liability or Portion Thereof Attributable to Transferred Stock
5     Enter the amount of the transferor’s unpaid section 965(i) net tax liability being assumed (see instructions)        $
Part VI        Transferee’s Ability To Pay Remaining Liability
6     Is the transferee able to pay the section 965(i) net tax liability being assumed?  .         . . . . .       . . . .  .   Yes        No
7     Did the leverage ratio (see instructions) of the transferee, immediately after the triggering event, exceed 3:1?  .       Yes        No
8     Provide any additional information pertaining to the transferee’s ability to pay (see instructions):

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.                 Cat. No. 72588B         Form 965-D (12-2019)

Form 965-D (12-2019)                                                                                                                                     Page 2
Part VII   Terms of Agreement

By signing this transfer agreement, you agree to the following.
• This document constitutes an agreement by the transferee to assume the liability of the transferor for the unpaid portion of the 
section 965(i) net tax liability or, in the case of a partial transfer, for the unpaid portion of the section 965(i) net tax liability 
attributable to the transferred stock;
• The transferee agrees to comply with all the conditions and requirements of section 965(i) and Regulations section 1.965-7(c), 
including the annual reporting requirement, as well as any other applicable requirements of the regulations under section 965;
• The transferor and any successor to the transferor will remain jointly and severally liable for the section 965(i) net tax liability being 
assumed by the transferee;
• If the Commissioner requests additional information (for example, additional information regarding the ability of the transferee to 
fully pay the section 965(i) net tax liability), the transferee will provide such information; and
• If the Commissioner determines, at the time of submission or such later date until the section 965(i) net tax liability has been fully 
paid, that this transfer agreement contains a material misrepresentation or material omission, or if the transferee does not provide 
the additional information requested by the Commissioner within a reasonable timeframe communicated by the Commissioner, the 
Commissioner may reject the transfer agreement effective as of the date of the related triggering event or, in the alternative, on the 
date the Commissioner determines that this transfer agreement includes a material misrepresentation or material omission.

                                      Transferor
         Under penalties of perjury, I declare that I have examined this form, and to the best of my knowledge and belief, Parts I, III, IV, and V are true, correct and 
         complete. I certify that I have the authority to execute this transfer agreement for the eligible section 965(i) transferor reported in Part I.
         ▲                                                     ▲
Sign 
           Signature                                            Date
Here
           Print name                                           Print title

           Email address                                        Daytime phone
                                      Transferee
         Under penalties of perjury, I declare that I have examined this form, and to the best of my knowledge and belief, Parts II, III, IV, V, and VI are true, correct and 
         complete. I certify that I have the authority to execute this transfer agreement for the eligible section 965(i) transferee reported in Part II.
         ▲                                                     ▲
Sign 
           Signature                                            Date
Here
           Print name                                           Print title

           Email address                                        Daytime phone
                                                                                                  Form 965-D (12-2019)