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           Department of the Treasury                         Contents
           Internal Revenue Service
                                                              Future Developments . . . . . . . . . . . . . . . . . . . . . . .          2
                                                              Photographs of Missing Children                . . . . . . . . . . . . . . 2
Publication 542
(Rev. January 2024)                                           Introduction   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Cat. No. 15072O
                                                              Businesses Taxed as Corporations                   . . . . . . . . . . . . 2
                                                              Property Exchanged for Stock . . . . . . . . . . . . . . . .               3
Corporations                                                  Capital Contributions . . . . . . . . . . . . . . . . . . . . . . .        4
                                                              Filing and Paying Income Taxes . . . . . . . . . . . . . . .               5
                                                              Income Tax Return            . . . . . . . . . . . . . . . . . . . . . . . 5
                                                              Penalties      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                                                              Estimated Tax          . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                                                              U.S. Real Property Interest              . . . . . . . . . . . . . . . . . 7
                                                              Estimated Tax Worksheet . . . . . . . . . . . . . . . . . . . .            7
                                                              Accounting Methods           . . . . . . . . . . . . . . . . . . . . . . . 8
                                                              Accounting Periods         . . . . . . . . . . . . . . . . . . . . . . . . 8
                                                              Recordkeeping . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9
                                                              Income, Deductions, and Special Provisions . . . . .                       9
                                                              Costs of Going Into Business . . . . . . . . . . . . . . . .               9
                                                              Related Persons . . . . . . . . . . . . . . . . . . . . . . . . .          9
                                                              Corporate Preference Items . . . . . . . . . . . . . . . .                 10
                                                              Dividends-Received Deduction                   . . . . . . . . . . . . .   10
                                                              Extraordinary Dividends              . . . . . . . . . . . . . . . . . .   11
                                                              Below-Market Loans . . . . . . . . . . . . . . . . . . . . .               11
                                                              Charitable Contributions             . . . . . . . . . . . . . . . . . .   12
                                                              Capital Losses         . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                              Net Operating Losses . . . . . . . . . . . . . . . . . . . .               14
                                                              At-Risk Limits . . . . . . . . . . . . . . . . . . . . . . . . . .         14
                                                              Passive Activity Limits . . . . . . . . . . . . . . . . . . . .            15
                                                              Figuring Tax   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
                                                              Tax Rates        . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
                                                              Base Erosion Minimum Tax . . . . . . . . . . . . . . . .                   15
                                                              Corporate Alternative Minimum Tax (CAMT) . . . .                           15
                                                              Credits      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
                                                              Recapture Taxes          . . . . . . . . . . . . . . . . . . . . . . . .   15
                                                              Accumulated Earnings Tax             . . . . . . . . . . . . . . . . . .   15
                                                              Distributions to Shareholders              . . . . . . . . . . . . . . .   16
                                                              Money or Property Distributions . . . . . . . . . . . . .                  16
                                                              Distributions of Stock or Stock Rights . . . . . . . . .                   16
Get forms and other information faster and easier at:         Constructive Distributions             . . . . . . . . . . . . . . . . .   17
IRS.gov (English)         IRS.gov/Korean (한국어)            Reporting Dividends and Other Distributions . . . .                        17
IRS.gov/Spanish (Español) IRS.gov/Russian (Pусский) 
IRS.gov/Chinese (中文)      IRS.gov/Vietnamese (Tiếng Việt) How To Get Tax Help        . . . . . . . . . . . . . . . . . . . . . . .   19
                                                              Other Useful Forms for Corporations . . . . . . . . . .                    23
                                                              Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

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                                                                     Although  we  can’t  respond  individually  to  each  com-
                                                                     ment  received,  we  do  appreciate  your  feedback  and  will 
Future Developments
                                                                     consider  your  comments  and  suggestions  as  we  revise 
For  the  latest  information  about  developments  related  to      our tax forms, instructions, and publications. Do not send 
Pub.  542,  such  as  legislation  enacted  after  it  was           tax questions, tax returns, or payments to the above ad-
published,  go  to IRS.gov/Pub542.  For  changes  that  may          dress.
affect  the  current  tax  year,  see  the  Instructions  for  Form  Getting answers to your tax questions.         If you have 
1120  or  the  applicable  instructions  for  the  corporation’s     a tax question not answered by this publication or the How 
tax return.                                                          To Get Tax Help section at the end of this publication, go 
                                                                     to  the  IRS  Interactive  Tax  Assistant  page  at IRS.gov/
                                                                     Help/ITA  where  you  can  find  topics  by  using  the  search 
What's New                                                           feature or viewing the categories listed.
New corporate alternative minimum tax. For tax years                 Getting  tax  forms,  instructions,  and  publications. 
beginning after 2022, the Inflation Reduction Act of 2022            Go to IRS.gov/Forms to download current and prior-year 
amended section 55 of the Internal Revenue Code to im-               forms, instructions, and publications.
pose  a  new  corporate  alternative  minimum  tax  (CAMT)           Ordering tax forms, instructions, and publications. 
based on the adjusted financial statement income (AFSI)              Go to IRS.gov/OrderForms to order current forms, instruc-
of  an  applicable  corporation.  See Corporate  Alternative         tions,  and  publications;  call  800-829-3676  to  order 
Minimum Tax (CAMT), later.                                           prior-year  forms  and  instructions.  The  IRS  will  process 
Form 1120-W now historical. Form 1120-W, Estimated                   your order for forms and publications as soon as possible. 
Tax  for  Corporations,  and  the  Instructions  for  Form           Do not resubmit requests you’ve already sent us. You can 
1120-W  are  now  historical.  The  2022  revisions  were  the       get forms and publications faster online.
last  revisions  of  both  the  form  and  its  instructions.  Prior 
versions are available on IRS.gov.                                   Additional  forms. A  list  of  other  forms  and  statements 
                                                                     that a corporation may need to file is included at the end 
                                                                     of this publication. Also, see the instructions for the corpo-
                                                                     ration’s tax return for additional forms and statements that 
Photographs of Missing                                               may be required.

Children
                                                                     Useful Items
The Internal Revenue Service is a proud partner with the             You may want to see:
National  Center  for  Missing  &  Exploited  Children® 
(NCMEC).  Photographs  of  missing  children  selected  by           Publication
the Center may appear in instructions on pages that would              510   510 Excise Taxes (Including Fuel Tax Credits and 
otherwise  be  blank.  You  can  help  bring  these  children                Refunds)
home  by  looking  at  the  photographs  and  calling 
                                                                             538 
800-THE-LOST (800-843-5678) if you recognize a child.                  538       Accounting Periods and Methods
                                                                       544   544 Sales and Other Dispositions of Assets
                                                                       550   550 Investment Income and Expenses
Introduction                                                           925   925 Passive Activity and At-Risk Rules
This publication discusses the general tax laws that apply             946   946 How To Depreciate Property
to ordinary domestic corporations. It provides supplemen-
tal federal income tax information for corporations. It also 
supplements  the  information  provided  in  the  Instructions 
for Form 1120, U.S. Corporation Income Tax Return. How-              Businesses Taxed as 
ever, the information given does not cover every situation 
                                                                     Corporations
and is not intended to replace the law or change its mean-
ing.                                                                 The rules used to determine whether a business is taxed 
Comments  and  suggestions.      We  welcome  your  com-             as  a  corporation  changed  for  businesses  formed  after 
ments  about  this  publication  and  suggestions  for  future       1996.

editions.                                                            Business formed before 1997. A business formed be-
  You  can  send  us  comments  through IRS.gov/                     fore 1997 and taxed as a corporation under the old rules 
FormComments. Or, you can write to:                                  will generally continue to be taxed as a corporation.
  Internal Revenue Service
  Tax Forms and Publications
  1111 Constitution Ave. NW, IR-6526
  Washington, DC 20224

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Business formed after 1996.   The following businesses          Personal services.    Personal services include any ac-
formed after 1996 are taxed as corporations.                   tivity  performed  in  the  fields  of  accounting,  actuarial  sci-
                                                               ence, architecture, consulting, engineering, health (includ-
A business formed under a federal or state law that re-
                                                               ing veterinary services), law, and the performing arts.
  fers to it as a corporation, body corporate, or body po-
  litic.                                                        Employee-owners.      A person is an employee-owner of 
A business formed under a state law that refers to it as     a personal service corporation if both of the following ap-
  a joint-stock company or joint-stock association.            ply.
An insurance company.                                        1. That person is an employee of the corporation or per-
                                                                   forms personal services for, or on behalf of, the corpo-
Certain banks.                                                   ration (even if that person is an independent contrac-
A business wholly owned by a state or local govern-              tor for other purposes) on any day of the testing 
  ment.                                                            period.
A business specifically required to be taxed as a cor-       2. That person owns any stock in the corporation at any 
  poration by the Internal Revenue Code (for example,              time during the testing period.
  certain publicly traded partnerships).
                                                                Other  rules.  For  other  rules  that  apply  to  personal 
Certain foreign businesses.                                  service corporations, see Accounting Periods, later.

Any other business that elects to be taxed as a corpo-       Closely held corporations.    A corporation is closely held 
  ration.                                                      if all of the following apply.
                                                               1. It is not a personal service corporation.
Limited liability company (LLC). An LLC may be clas-           2. At any time during the last half of the tax year, more 
sified for federal income tax purposes as either a partner-        than 50% of the value of its outstanding stock is, di-
ship, a corporation, or an entity disregarded as an entity         rectly or indirectly, owned by or for five or fewer indi-
separate from its owner by applying the rules in Treasury          viduals. “Individual” includes certain trusts and private 
Regulations section 301.7701-3. An LLC can elect to be             foundations.
treated as an association taxable as a corporation by filing 
Form 8832, Entity Classification Election. See the Instruc-    For rules for determining stock ownership, see section 544 
tions  for  Form  8832.  For  more  information  about  LLCs,  of the Internal Revenue Code.
see Pub. 3402, Taxation of Limited Liability Companies.         Other rules.   For the at-risk rules that apply to closely 
                                                               held corporations, see At-Risk Limits, later.
S corporations.   Some corporations may meet the quali-
fications for electing to be S corporations. For information 
on S corporations, see the Instructions for Form 1120-S.
                                                               Property Exchanged for Stock
Personal service corporations. A corporation is a per-
sonal service corporation if it meets all of the following re- If you transfer property (or money and property) to a cor-
quirements.                                                    poration  in  exchange  for  stock  in  that  corporation  (other 
1. Its principal activity during the “testing period” is per-  than nonqualified preferred stock), and immediately after-
  forming personal services (defined later). Generally,        ward you are in control of the corporation, the exchange is 
  the testing period for any tax year is the prior tax year.   usually  not  taxable.  This  rule  applies  both  to  individuals 
  If the corporation has just been formed, the testing pe-     and  to  groups  who  transfer  property  to  a  corporation.  It 
  riod begins on the first day of its tax year and ends on     also applies whether the corporation is being formed or is 
  the earlier of:                                              already operating. It does not apply in the following situa-
                                                               tions.
  a. The last day of its tax year, or
                                                                 The corporation is an investment company.
  b. The last day of the calendar year in which its tax 
                                                                 You transfer the property in a bankruptcy or similar 
  year begins.
                                                                   proceeding in exchange for stock used to pay cred-
2. Its employee-owners substantially perform the serv-             itors.
  ices in (1) above. This requirement is met if more than          The stock is received in exchange for the corporation's 
                                                               
  20% of the corporation's compensation cost for its ac-           debt (other than a security) or for interest on the cor-
  tivities of performing personal services during the              poration's debt (including a security) that accrued 
  testing period is for personal services performed by             while you held the debt.
  employee-owners.
                                                                See Property Exchanged for Stock in chapter 2 of Pub. 
3. Its employee-owners own more than 10% of the fair           544 for more information.
  market value of its outstanding stock on the last day of 
  the testing period.

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        Both the corporation and any person involved in a 
  !     nontaxable  exchange  of  property  for  stock  must        Capital Contributions
CAUTION attach to their income tax returns for the year of 
the  exchange,  the  complete  statement  of  all  facts  perti-
nent  to  the  exchange  required  by  Treasury  Regulations        This  section  explains  the  tax  treatment  of  contributions 
section 1.351-3.                                                    from shareholders and nonshareholders.

                                                                    Paid-in capital. Generally, contributions to the capital of 
Control of a corporation. To be in control of a corpora-            a corporation, whether or not by shareholders, are paid-in 
tion, you or your group of transferors must own, immedi-            capital. These contributions are not taxable to the corpo-
ately  after  the  exchange,  at  least  80%  of  the  total  com-  ration.  However,  after  December  22,  2017,  the  following 
bined voting power of all classes of stock entitled to vote         nonshareholder contributions to the capital of a corpora-
and at least 80% of the outstanding shares of each class            tion are not considered nontaxable paid-in capital.
of nonvoting stock.
                                                                    Any contribution in aid of construction or any other 
Loss on exchange.  If you have a loss from an exchange                contribution as a customer or potential customer.
and own, directly or indirectly, more than 50% of the cor-          Any contribution by any civic group.
poration's stock, you cannot deduct the loss. For more in-
formation,  see Nondeductible  Loss  under Sales  and  Ex-          Any contribution by any governmental entity. However, 
changes  Between  Related  Persons  in  chapter  2  of  Pub.          see the special rule below.
544.                                                                For  contributions  made  after  December  31,  2020,  a 
                                                                    special rule applies to contributions to the capital of water 
Basis of stock or other property received. The basis                and  sewerage  disposal  utilities.  Under  the  special  rule, 
of the stock you receive is generally the adjusted basis of         any amount of money or property received after Decem-
the  property  you  transfer.  Increase  this  amount  by  any      ber 31, 2020, as a contribution in aid of construction or a 
amount  treated  as  a  dividend,  plus  any  gain  recognized      contribution to the capital of a regulated public utility that 
on the exchange. Decrease this amount by any cash you               provides  water  or  sewerage  disposal  services  is  eligible 
received, the fair market value of any other property you           for exclusion from income under section 118 of the Inter-
received, and any loss recognized on the exchange. Also             nal Revenue Code.
decrease  this  amount  by  the  amount  of  any  liability  the 
corporation  or  another  party  to  the  exchange  assumed         Basis. The corporation's basis of property contributed to 
from you, unless payment of the liability gives rise to a de-       capital  by  a  shareholder  is  the  same  as  the  basis  the 
duction when paid.                                                  shareholder had in the property, increased by any gain the 
  Further decreases may be required when the corpora-               shareholder recognized on the exchange. However, the in-
tion or another party to the exchange assumes from you a            crease for the gain recognized may be limited. For more 
liability that gives rise to a deduction when paid, if the ba-      information, see Basis of property transferred above and 
sis  of  the  stock  would  otherwise  be  higher  than  its  fair  section 362 of the Internal Revenue Code.
market value on the date of the exchange. This rule does            The basis of property contributed to capital by a person 
not apply if the entity assuming the liability acquired either      other than a shareholder is zero.
substantially all of the assets or the trade or business with       If a corporation receives a cash contribution from a per-
which the liability is associated.                                  son other than a shareholder, the corporation must reduce 
                                                                    the  basis  of  any  property  acquired  with  the  contribution 
  The  basis  of  any  other  property  you  receive  is  its  fair 
                                                                    during  the  12-month  period  beginning  on  the  day  it  re-
market value on the date of the trade.
                                                                    ceived the contribution by the amount of the contribution. 
Basis  of  property  transferred.  A  corporation  that  re-        If  the  amount  contributed  is  more  than  the  cost  of  the 
ceives property from you in exchange for its stock gener-           property  acquired,  then  reduce,  but  not  below  zero,  the 
ally has the same basis you had in the property, increased          basis  of  the  other  properties  held  by  the  corporation  on 
by  any  gain  you  recognized  on  the  exchange.  However,        the last day of the 12-month period in the following order.
the increase for the gain recognized may be limited. For            1. Depreciable property.
more information, see section 362 of the Internal Revenue 
Code.                                                               2. Amortizable property.
  If property is transferred to a corporation subject to sec-       3. Property subject to cost depletion but not to percent-
tion 362(e)(2) of the Internal Revenue Code, the transferor           age depletion.
and  the  acquiring  corporation  may  elect,  under  section 
362(e)(2)(C), to reduce the transferor's basis in the stock         4. All other remaining properties.
received  instead  of  reducing  the  acquiring  corporation's      Reduce the basis of property in each category to zero 
basis in the property transferred. Once made, the election          before going on to the next category.
is irrevocable. For more information, see section 362(e)(2)         There may be more than one piece of property in each 
and Treasury Regulations section 1.362-4. If an election is         category. Base the reduction of the basis of each property 
made, a statement must be filed in accordance with Treas-           on the following ratio.
ury Regulations section 1.362-4(d)(3).

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                                                                     return must generally file by the 15th day of the 4th month 
                    Basis of each piece of property
                                                                     after  the  short  period  ends.  A  corporation  that  has  dis-
              Bases of all properties (within that category)         solved must generally file by the 15th day of the 4th month 
                                                                     after the date it dissolved.
If the corporation wishes to make this adjustment in some            However,  a  corporation  with  a  fiscal  tax  year  ending 
other way, it must get IRS approval. The corporation files a         June 30 must file by the 15th day of the 3rd month after 
request for approval with its income tax return for the tax          the end of its tax year. A corporation with a short tax year 
year in which it receives the contribution.                          ending anytime in June will be treated as if the short pe-
                                                                     riod ended June 30 and must file by the 15th day of the 
                                                                     3rd month after the end of its tax year.
Filing and Paying Income                                             If the due date falls on a Saturday, Sunday, or legal holi-
                                                                     day, the due date is extended to the next business day.
Taxes
                                                                     Extension of time to file.  File Form 7004, Application 
The federal income tax is a pay-as-you-go tax. A corpora-            for Automatic Extension of Time To File Certain Business 
tion  must  generally  make  estimated  tax  payments  as  it        Income Tax, Information, and Other Returns, to request an 
earns or receives income during its tax year. After the end          extension of time to file a corporation’s income tax return. 
of the year, the corporation must file an income tax return.         The  IRS  will  grant  the  extension  if  the  corporation  com-
This section will help you determine when and how to pay             pletes the form properly, files it, and pays any tax due by 
and file corporate income taxes.                                     the original due date for the return.
                                                                     Form 7004 does not extend the time for paying the tax 
    For certain corporations affected by federally de-               due on the return. Interest, and possibly penalties, will be 
TIP clared  disasters  such  as  hurricanes,  the  due               charged on any part of the final tax due not shown as a 
    dates for filing returns, paying taxes, and perform-             balance  due  on  Form  7004.  The  interest  is  figured  from 
ing  other  time-sensitive  acts  may  be  extended.  The  IRS       the original due date of the return to the date of payment.
may also forgive the interest and penalties on any under-            For  more  information,  see  the  Instructions  for  Form 
paid tax for the length of any extension. For more informa-          7004.
tion, visit IRS.gov/DisasterTaxRelief.
                                                                     How to pay your taxes.      A corporation must pay its tax 
                                                                     due in full no later than the due date for filing its tax return 
Income Tax Return                                                    (not including extensions).
This section will help you determine when and how to re-             Electronic  Federal  Tax  Payment  System  (EFTPS). 
port a corporation's income tax.                                     Corporations must generally use EFTPS to make deposits 
                                                                     of  all  tax  liabilities  (including  social  security,  Medicare, 
Who must file.      Unless exempt under section 501 of the           withheld income, excise, and corporate income taxes). For 
Internal Revenue Code, all domestic corporations in exis-            more  information  on  EFTPS  and  enrollment,  visit 
tence for any part of a tax year (including corporations in          www.eftps.gov.
bankruptcy) must file an income tax return whether or not 
they have taxable income.
                                                                     Penalties
Which form to file. A domestic entity electing to be clas-                   Generally,  if  the  corporation  receives  a  notice 
sified  as  an  association  taxable  as  a  corporation  must       !       about interest and penalties after it files its return, 
generally file Form 1120, U.S. Corporation Income Tax Re-            CAUTION send  the  IRS  an  explanation  and  we  will  deter-
turn, to report its income, gains, losses, deductions, cred-         mine  if  the  corporation  meets  reasonable-cause  criteria. 
its, and to figure its income tax liability. Certain organiza-       Do not attach an explanation when the corporation's re-
tions and entities must, or may elect to, file special returns.      turn  is  filed.  See  the  instructions  for  your  income  tax  re-
For more information, see Special Returns for Certain Or-            turn.
ganizations in the Instructions for Form 1120.
Electronic  filing. Corporations  can  generally  electroni-         Late filing of return. A corporation that does not file its 
cally  file  (e-file)  Form  1120  and  certain  related  forms,     tax return by the due date, including extensions, may be 
schedules, and attachments. However, for returns filed on            penalized 5% of the unpaid tax for each month or part of a 
or after January 1, 2024, corporations that file 10 or more          month the return is late, up to a maximum of 25% of the 
returns are required to efile. However, these corporations           unpaid tax. If the corporation is charged a penalty for late 
can request a waiver of the electronic filing requirements.          payment  of  tax  (discussed  next)  for  the  same  period  of 
For more information on electronic filing, see the Instruc-          time, the penalty for late filing is reduced by the amount of 
tions for Form 1120, or the applicable instructions for your         the penalty for late payment. A minimum penalty applies 
income tax return.                                                   for a return that is over 60 days late. The minimum penalty 
                                                                     amount may be adjusted for inflation. See the Instructions 
When  to  file.     Generally,  a  corporation  must  file  its  in- for Form 1120 (or the instructions for your applicable re-
come tax return by the 15th day of the 4th month after the           turn) for the minimum penalty amount for the current tax 
end of its tax year. A new corporation filing a short-period         year.  The  penalty  will  not  be  imposed  if  the  corporation 

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can show the failure to file on time was due to a reasona-             Example 2. Your corporation's tax year ends June 30. 
ble cause.                                                             Installment payments are due on October 15, December 
                                                                       15, March 15, and June 15.
  Note.  If  the  corporation  is  charged  a  penalty  for  late      If any due date falls on a Saturday, Sunday, or legal hol-
payment  of  tax  (discussed  next)  for  the  same  period  of        iday, the installment is due on the next business day.
time, the penalty for late filing is reduced by the amount of 
the penalty for late payment.                                          How to figure each required installment.      The Estima-
                                                                       ted Tax Worksheet, later, can be used to figure each re-
Late  payment  of  tax. A  corporation  that  does  not  pay           quired installment. Form 1120-W, Estimated Tax for Cor-
the tax when due may be penalized half of 1% of the un-                porations, is now historical. Prior versions are available on 
paid tax for each month or part of a month the tax is not              IRS.gov
paid, up to a maximum of 25% of the unpaid tax. The pen-               You generally use one of the following two methods to 
alty will not be imposed if the corporation can show that              figure  each  required  installment.  You  should  use  the 
the failure to pay on time was due to a reasonable cause.              method  that  yields  the  smallest  installment  payments.  In 
                                                                       these discussions, “return” generally refers to the corpora-
Trust  fund  recovery  penalty. If  federal  income,  social 
                                                                       tion's original return. However, an amended return is con-
security, or Medicare taxes that a corporation must with-
                                                                       sidered the original return if it is filed by the due date (in-
hold from employee wages are not withheld or are not de-
                                                                       cluding extensions) of the original return.
posited or paid to the U.S. Treasury, the trust fund recov-
ery  penalty  may  apply.  The  penalty  is  the  full  amount  of     Method 1. Each required installment is 25% of the in-
the unpaid trust fund tax. This penalty may apply to you if            come tax the corporation will show on its return for the cur-
these unpaid taxes cannot be immediately collected from                rent year.
the business.
                                                                       Method 2. Each required installment is 25% of the in-
  The trust fund recovery penalty may be imposed on all 
                                                                       come tax shown on the corporation's return for the previ-
persons who are determined by the IRS to be responsible 
                                                                       ous year.
for collecting, accounting for, and paying these taxes, and 
                                                                       To use Method 2:
who acted willfully in not doing so.
  A responsible person can be an officer or employee of                1. The corporation must have filed a return for the previ-
a  corporation,  an  accountant,  or  a  volunteer  director/          ous year,
trustee. A responsible person may also include one who 
                                                                       2. The return must have been for a full 12 months, and
signs checks for the corporation or otherwise has authority 
to cause the spending of business funds.                               3. The return must have shown a positive tax liability (not 
  “Willfully” means voluntarily, consciously, and intention-           zero).
ally. A responsible person acts willfully if the person knows 
                                                                       Also,  if  the  corporation  is  a  large  corporation,  it  can  use 
the required actions are not taking place or recklessly dis-
                                                                       Method 2 to figure the first installment only.
regards obvious and known risks to the government’s right 
to receive trust fund taxes.                                           Large corporations. A large corporation is a corporation 
  For more information on withholding and paying these                 that had, or whose predecessor had, taxable income of $1 
taxes, see Pub. 15 (Circular E), Employer's Tax Guide.                 million or more for any of the 3 tax years immediately pre-
                                                                       ceding the current tax year, or if less, the number of years 
Other  penalties. Other  penalties  can  be  imposed  for 
                                                                       the  corporation  has  been  in  existence.  For  this  purpose, 
negligence, substantial understatement of tax, reportable 
                                                                       taxable income is modified to exclude net operating loss 
transaction  understatements,  and  fraud.  See  sections 
                                                                       and capital loss carrybacks or carryovers.
6662, 6662A, and 6663 of the Internal Revenue Code.
                                                                       Annualized income installment method and/or adjus-
Estimated Tax                                                          ted  seasonal  installment  method. If  the  corporation's 
                                                                       income is expected to vary during the year because, for 
Generally, a corporation must make installment payments                example, it operates its business on a seasonal basis, it 
if  it  expects  its  estimated  tax  for  the  year  to  be  $500  or may be able to lower the amount of one or more required 
more.  If  the  corporation  does  not  pay  the  installments         installments  by  using  the  annualized  income  installment 
when  they  are  due,  it  could  be  subject  to  an  underpay-       method and/or the adjusted seasonal installment method. 
ment  penalty.  This  section  will  explain  how  to  avoid  this     For  example,  a  ski  shop,  which  receives  most  of  its  in-
penalty.                                                               come  during  the  winter  months,  may  be  able  to  benefit 
                                                                       from using one or both of these methods in figuring one or 
When  to  pay  estimated  tax. Installment  payments  are 
                                                                       more of its required installments. See sections 6655(e)(2) 
due by the 15th day of the 4th, 6th, 9th, and 12th months 
                                                                       and 6655(e)(3) of the Internal Revenue Code.
of the corporation's tax year.
                                                                       Refiguring  required  installments. If  after  the  corpora-
  Example 1. Your corporation's tax year ends Decem-
                                                                       tion figures and deposits its estimated tax it finds that its 
ber  31.  Installment  payments  are  due  on  April  15,  June 
                                                                       tax liability for the year will be more or less than originally 
15, September 15, and December 15.
                                                                       estimated, it may have to refigure its required installments 
                                                                       to  see  if  an  underpayment  penalty  may  apply.  An 

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immediate  catch-up  payment  should  be  made  to  reduce      3. The corporation is a large corporation figuring its first 
any penalty resulting from the underpayment of any earlier        required installment based on the prior year's tax.
installments.
                                                                How to pay estimated tax.                              A corporation is generally re-
Underpayment penalty. If the corporation does not pay           quired to use EFTPS to pay its taxes. See                                                                         Electronic Fed-
a required installment of estimated tax by its due date, it     eral Tax Payment System (EFTPS), earlier.
may be subject to a penalty. The penalty is figured sepa-
rately for each installment due date. Therefore, the corpo-     Quick refund of overpayments.                                                       A corporation that has 
ration may owe a penalty for an earlier due date, even if it    overpaid its estimated tax for the tax year may be able to 
paid enough tax later to make up the underpayment. This         apply for a quick refund. Use Form 4466, Corporation Ap-
is true even if the corporation is due a refund when its re-    plication  for  Quick  Refund  of  Overpayment  of  Estimated 
turn is filed.                                                  Tax, to apply for a quick refund of an overpayment of esti-
                                                                mated tax. A corporation can apply for a quick refund if the 
Form  2220.     Use  Form  2220,  Underpayment  of  Esti-       overpayment is:
mated Tax by Corporations, to determine if a corporation 
is  subject  to  the  penalty  for  underpayment  of  estimated At least 10% of its expected tax liability, and
tax and to figure the amount of the penalty.                    At least $500.
If  the  corporation  is  charged  a  penalty,  the  amount  of 
                                                                Use Form 4466 to figure the corporation's expected tax li-
the penalty depends on the following three factors.
                                                                ability and the overpayment of estimated tax.
1. The amount of the underpayment.
                                                                File  Form  4466  after  the  end  of  the  corporation’s  tax 
2. The period during which the underpayment was due             year, but before the corporation files its income tax return. 
   and unpaid.                                                  Do not file Form 4466 before the end of the corporation's 
3. The interest rate for underpayments published quar-          tax year. An extension of time to file the corporation's in-
   terly by the IRS in the Internal Revenue Bulletin.           come  tax  return  will  not  extend  the  time  for  filing  Form 
                                                                4466. The IRS will act on the form within 45 days from the 
A corporation generally does not have to file Form 2220         date you file it.
with its income tax return because the IRS will figure any 
penalty and bill the corporation. However, even if the cor-
                                                                U.S. Real Property Interest
poration does not owe a penalty, complete and attach the 
form to the corporation's tax return if any of the following 
                                                                If a domestic corporation acquires a U.S. real property in-
apply.
                                                                terest from a foreign person or firm, the corporation may 
1. The annualized income installment method was used            have to withhold tax on the amount it pays for the property. 
   to figure any required installment.                          The  amount  paid  includes  cash,  the  fair  market  value  of 
                                                                other  property,  and  any  assumed  liability.  If  a  domestic 
2. The adjusted seasonal installment method was used            corporation  distributes  a  U.S.  real  property  interest  to  a 
   to figure any required installment.                          foreign person or firm, it may have to withhold tax on the 

Estimated Tax Worksheet                                                                          Keep for Your Records
Note. This worksheet may be used as a guide in figuring the required estimated tax installments. 
1. Enter the expected taxable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                1.  
2. Multiply line 1 by the maximum tax rate that is in effect for the applicable tax year. For example, in 2023 the maximum 
   rate is 21%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2.  
3. Tax credits. For information on tax credits the corporation can take, see the instructions for Form 1120, Schedule J, 
   Part I, lines 5a through 5e, or the instructions for the applicable lines and schedule of the corporation’s income tax 
   return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3.  
4. Subtract line 3 from line 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4.  
5. Other taxes. For information on other taxes the corporation may owe, see the instructions for Form 1120, Schedule J, 
   or the instructions for the applicable lines and schedule of the corporation's income tax return . . . . . . . . . . . . . . . . . .                                           5.  
6. Total tax. Add lines 4 and 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               6.  
7. Enter any credit for federal tax paid on fuels and other refundable credits. For information on other refundable credits, 
   see the instructions for Form 1120, Schedule J, or the instructions for the applicable line of the corporation’s income tax 
   return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7.  
8. Subtract line 7 from line 6. If the result is less than $500, the corporation is not required to make estimated tax 
   payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8.  
9. Enter the tax shown on the corporation’s prior year’s tax return. If the tax is zero or the tax year was for less than 12 
   months, skip this line and enter the amount from line 8 on line 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                               9.  
10. Enter the smaller of line 8 or line 9. If the corporation is required to skip line 9, enter the amount from line 8 . . . . . . . .                                            10.  
11. Required installments. Enter 25% of line 10. If the corporation uses the annualized income installment method, or 
   adjusted seasonal installment method, or is a large corporation, an additional computation may be needed  . . . . . . .                                                        11.  

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fair market value of the property. A corporation that fails to   age of completion method described in section 460 of the 
withhold may be liable for the tax and any penalties and         Internal Revenue Code.
interest that apply. For more information, see section 1445 
of  the  Internal  Revenue  Code;  Pub.  515,  Withholding  of   Mark-to-market  accounting  method.      Generally,  deal-
Tax  on  Nonresident  Aliens  and  Foreign  Entities;  Form      ers in securities must use the mark-to-market accounting 
8288, U.S. Withholding Tax Return for Dispositions by For-       method described in section 475 of the Internal Revenue 
eign  Persons  of  U.S.  Real  Property  Interests;  and  Form   Code. Under this method, any security held by a dealer as 
8288-A, Statement of Withholding on Dispositions by For-         inventory must be included in inventory at its fair market 
eign Persons of U.S. Real Property Interests.                    value.  Any  security  not  held  as  inventory  at  the  close  of 
                                                                 the tax year is treated as sold at its fair market value on 
                                                                 the last business day of the tax year. Any gain or loss must 
                                                                 be  taken  into  account  in  determining  gross  income.  The 
Accounting Methods                                               gain or loss taken into account is treated as ordinary gain 
                                                                 or loss.
An accounting method is a set of rules used to determine         Dealers  in  commodities  and  traders  in  securities  and 
when and how income and expenses are reported. Taxa-             commodities can elect to use the mark-to-market account-
ble income should be determined using the method of ac-          ing method.
counting regularly used in keeping the corporation's books 
and  records.  In  all  cases,  the  method  used  must  clearly Change  in  accounting  method. A  corporation  can 
show taxable income.                                             change its method of accounting used to report taxable in-
  Generally, permissible methods include:                        come (for income as a whole or for the treatment of any 
                                                                 material item). The corporation must file Form 3115, Appli-
Cash,                                                          cation for Change in Accounting Method. See the Instruc-
Accrual, or                                                    tions  for  Form  3115  and  Pub.  538  for  more  information 
                                                                 and exceptions.
Any other method authorized by the Internal Revenue 
  Code.                                                          Section 481(a) adjustment.    If the corporation's taxa-
                                                                 ble  income  for  the  current  tax  year  is  figured  under  a 
Accrual  method. Generally,  a  corporation,  other  than  a     method  of  accounting  different  from  the  method  used  in 
qualified personal service corporation (as defined in sec-       the preceding tax year, the corporation may have to make 
tion 448(d)(2) of the Internal Revenue Code), must use an        an adjustment under section 481(a) of the Internal Reve-
accrual method of accounting if it is not a small business       nue Code to prevent amounts of income or expense from 
taxpayer (as defined in section 448(c) of the Internal Rev-      being  duplicated  or  omitted.  The  section  481(a)  adjust-
enue Code). A corporation engaged in farming operations          ment period is generally 1 year for a net negative adjust-
must also use an accrual method, unless it qualifies as a        ment and 4 years for a net positive adjustment. However, 
small business taxpayer.                                         exceptions  to  the  general  section  481(a)  adjustment  pe-
                                                                 riod  may  apply.  Also,  in  some  cases,  a  corporation  can 
  Under an accrual method of accounting, you generally 
                                                                 elect to modify the section 481(a) adjustment period. The 
report income in the year it is earned and deduct or capi-
                                                                 corporation may have to complete the appropriate lines of 
talize  expenses  in  the  year  incurred.  The  purpose  of  an 
                                                                 Form 3115 to make an election. See the Instructions for 
accrual method of accounting is to match income and ex-
                                                                 Form 3115 for more information and exceptions.
penses in the correct year.
  See  Pub.  538  for  additional  information  and  special 
rules.                                                           Accounting Periods
  Expenses. Generally,  an  accrual  basis  taxpayer  can 
deduct accrued expenses in the tax year when:                    A corporation must figure its taxable income on the basis 
                                                                 of a tax year. A tax year is the annual accounting period a 
1. All events that determine the liability have occurred,        corporation uses to keep its records and report its income 
2. The amount of the liability can be figured with reason-       and expenses. Generally, a corporation can use either a 
  able accuracy, and                                             calendar year or a fiscal year as its tax year. Unless spe-
                                                                 cial rules apply, a corporation generally adopts a tax year 
3. Economic performance takes place with respect to              by  filing  its  first  federal  income  tax  return  using  that  tax 
  the expense.                                                   year. For more information, see Pub. 538.
  There are exceptions to the economic performance rule 
                                                                 Personal service corporation. A personal service cor-
for certain items, including recurring expenses. See sec-
                                                                 poration must use a calendar year as its tax year unless:
tion 461(h) of the Internal Revenue Code and the related 
regulations  for  the  rules  for  determining  when  economic   It elects to use a 52-53-week tax year that ends with 
performance takes place.                                           reference to the calendar year or tax year elected un-
                                                                   der section 444 of the Internal Revenue Code;
Percentage  of  completion  method. Long-term  con-
tracts  (except  for  certain  real  property  construction  con-
tracts) must generally be accounted for using the percent-

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It can establish a business purpose for a different tax         Related Persons
  year and obtains approval of the IRS (see the 
  Instructions for Form 1128 and Pub. 538); or                    A corporation that uses an accrual method of accounting 
It elects under section 444 to have a tax year other            cannot deduct business expenses and interest owed to a 
  than a calendar year. Use Form 8716, Election To                related person who uses the cash method of accounting 
  Have a Tax Year Other Than a Required Tax Year, to              until  the  corporation  makes  the  payment  and  the  corre-
  make the election.                                              sponding  amount  is  includible  in  the  related  person's 
                                                                  gross income. Determine the relationship as of the end of 
If a personal service corporation makes a section 444             the tax year for which the expense or interest would other-
election,  its  deduction  for  certain  amounts  paid  to  em-   wise be deductible. If a deduction is denied, the rule will 
ployee-owners  may  be  limited.  See  Schedule  H  (Form         continue to apply even if the corporation's relationship with 
1120),  Section  280H  Limitations  for  a  Personal  Service     the person ends before the expense or interest is includi-
Corporation (PSC), to figure the maximum deduction.               ble in the gross income of that person. These rules also 
                                                                  deny the deduction of losses on the sale or exchange of 
Change  of  tax  year. Generally,  a  corporation  must  get 
                                                                  property between related persons.
the consent of the IRS before changing its tax year by fil-
ing Form 1128, Application To Adopt, Change, or Retain a          Related persons. For purposes of this rule, the following 
Tax Year. However, under certain conditions, a corporation        persons are related to a corporation.
can  change  its  tax  year  without  getting  the  consent.  For 
more information, see Form 1128 and Pub. 538.                     1. Another corporation that is a member of the same 
                                                                  controlled group (as defined in section 267(f) of the 
                                                                  Internal Revenue Code).
Recordkeeping                                                     2. An individual who owns, directly or indirectly, more 
                                                                  than 50% of the value of the outstanding stock of the 
A corporation should keep its records for as long as they         corporation.
may be needed for the administration of any provision of 
                                                                  3. A trust fiduciary, if the trust or the grantor of the trust 
the Internal Revenue Code. Usually records that support 
                                                                  owns, directly or indirectly, more than 50% of the 
items of income, deductions, or credits on the return must 
                                                                  value of the outstanding stock of the corporation.
be kept for 3 years from the date the return is due or filed, 
whichever  is  later.  Keep  records  that  verify  the  corpora- 4. An S corporation, if the same persons own more than 
tion's basis in property for as long as they are needed to        50% in value of the outstanding stock of each corpo-
figure the basis of the original or replacement property.         ration.
The corporation should keep copies of all filed returns.          5. A partnership, if the same persons own more than 
They help in preparing future and amended returns and in          50% in value of the outstanding stock of the corpora-
the calculation of earnings and profits.                          tion and more than 50% of the capital or profits inter-
                                                                  est in the partnership.
                                                                  6. Any employee-owner, if the corporation is a personal 
Income, Deductions, and                                           service corporation (see Personal service corpora-
                                                                  tion, earlier), regardless of the amount of stock owned 
Special Provisions                                                by the employee-owner.
Rules on income and deductions that apply to individuals          Ownership  of  stock.  To  determine  whether  an  indi-
also apply, for the most part, to corporations. However, the      vidual  directly  or  indirectly  owns  any  of  the  outstanding 
following special provisions apply only to corporations.          stock of a corporation, the following apply.
                                                                  1. Stock owned, directly or indirectly, by or for a corpora-
Costs of Going Into Business                                      tion, partnership, estate, or trust, is treated as being 
                                                                  owned proportionately by or for its shareholders, part-
When you go into business, treat all eligible costs you in-       ners, or beneficiaries.
cur  to  get  your  business  started  as  capital  expenses.     2. An individual is treated as owning the stock owned, 
However,  a  corporation  can  elect  to  deduct  a  limited      directly or indirectly, by or for the individual's family. 
amount of start-up or organizational costs. Any costs not         Family includes only brothers and sisters (including 
deducted can be amortized.                                        half brothers and half sisters), a spouse, ancestors, 
Start-up costs are costs for creating an active trade or          and lineal descendants.
business or investigating the creation or acquisition of an       3. Any individual owning (other than by applying (2) 
active trade or business. Organizational costs are the di-        above) stock in a corporation, is treated as also own-
rect costs of creating the corporation.                           ing the stock owned directly or indirectly by that indi-
                                                                  vidual's partner.
For  more  information  on  deducting  or  amortizing 
start-up and organizational costs, see the instructions for       4. To apply (1), (2), or (3) above, stock constructively 
your income tax return.                                           owned by a person under (1) is treated as actually 

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   owned by that person. But stock constructively owned        Note. This deduction is not subject to the limit on de-
   by an individual under (2) or (3) is not treated as ac-     duction for dividends related to dividends from domestic 
   tually owned by the individual for applying either (2) or   corporations, discussed below.
   (3) to make another person the constructive owner of 
   that stock.                                                 Dividends from domestic corporations.    A corporation 
                                                               can deduct, within certain limits, 50% of the dividends re-
Reallocation  of  income  and  deductions.   Where  it  is     ceived if the corporation receiving the dividend owns less 
necessary to clearly show income or prevent tax evasion,       than  20%  of  the  corporation  distributing  the  dividend.  If 
the IRS can reallocate gross income, deductions, credits,      the corporation owns 20% or more of the distributing cor-
or allowances between two or more organizations, trades,       poration's  stock,  it  can,  subject  to  certain  limits,  deduct 
or businesses owned or controlled directly, or indirectly, by  65% of the dividends received.
the same interests.
                                                               Ownership. For  these  rules,  ownership  is  based  on 
Complete liquidations.  The disallowance of losses from        the amount of voting power and value of the paying corpo-
the sale or exchange of property between related persons       ration's stock (other than certain preferred stock) that the 
does not apply to liquidating distributions.                   receiving corporation owns.

More information.  For more information about the rela-        Small  business  investment  companies.  Small  busi-
ted person rules, see Pub. 544.                                ness investment companies can deduct 100% of the divi-
                                                               dends received from taxable domestic corporations.

Corporate Preference Items                                     Dividends  from  regulated  investment  companies. 
                                                               Regulated  investment  company  dividends  received  are 
A  corporation  must  make  special  adjustments  to  certain  subject  to  certain  limits.  Capital  gain  dividends  received 
items before it takes them into account in determining its     from  a  regulated  investment  company  do  not  qualify  for 
taxable  income.  These  items  are  known  as  “corporate     the  deduction.  For  more  information,  see  section  854  of 
preference items” and they include the following.              the Internal Revenue Code.
 Gain on the disposition of section 1250 property. 
   For more information, see Section 1250 Property un-         No deduction allowed for certain dividends.               Corpora-
   der Depreciation Recapture in chapter 3 of Pub. 544.        tions cannot take a deduction for dividends received from 
                                                               the following entities.
 Percentage depletion for iron ore and coal (in-
   cluding lignite).                                           1. A real estate investment trust (REIT).
 Amortization of pollution control facilities. For           2. A corporation exempt from tax under section 501 or 
   more information, see section 291(a)(4) of the Internal     521 of the Internal Revenue Code either for the tax 
   Revenue Code.                                               year of the distribution or the preceding tax year.
 Mineral exploration and development costs.                  3. A corporation whose stock was held less than 46 days 
For more information on corporate preference items, see        during the 91-day period beginning 45 days before the 
section 291 of the Internal Revenue Code.                      stock became ex-dividend with respect to the divi-
                                                               dend. “Ex-dividend” means the holder has no rights to 
                                                               the dividend.
Dividends-Received Deduction
                                                               4. A corporation whose dividends were received on any 
A  corporation  can  deduct  a  percentage  of  certain  divi- share of preferred stock that are attributable to peri-
dends received during its tax year. This section discusses     ods totaling more than 366 days if such stock was 
the general rules that apply. The deduction is figured on      held for less than 91 days during the 181-day period 
Form  1120,  Schedule  C,  or  the  applicable  schedule  of   that began 90 days before the ex-dividend date.
your income tax return. For more information, see the In-
                                                               5. Any corporation, if your corporation is under an obli-
structions for Form 1120, or the instructions for your appli-
                                                               gation (pursuant to a short sale or otherwise) to make 
cable income tax return.
                                                               related payments with respect to positions in substan-
Dividends from foreign corporations. Generally, 100%           tially similar or related property.
of the foreign-source portion of dividends (and items trea-
                                                               Dividends on deposits.     Dividends on deposits or with-
ted  as  dividends)  from  10%-owned  foreign  corporations 
                                                               drawable accounts in domestic building and loan associa-
may be deducted. The stock with respect to which such 
                                                               tions, mutual savings banks, cooperative banks, and simi-
dividends are received must meet a special 365-day hold-
                                                               lar organizations are interest, not dividends. They do not 
ing period and does not include certain “hybrid” dividend 
                                                               qualify for this deduction.
payments. See Form 1120, Schedule C (or the applicable 
schedule of your income tax return), for details regarding     Limit on deduction for dividends.  The total deduction 
this deduction. Also see the Instructions for Form 1120 or     for  dividends  received  or  accrued  is  generally  limited  (in 
the instructions for your applicable income tax return.        the following order) to:

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1. 65% of the difference between taxable income and            Extraordinary Dividends
the 100% deduction allowed for dividends received 
from affiliated corporations, or by a small business in-       If  a  corporation  receives  an  extraordinary  dividend  on 
vestment company, for dividends received or accrued            stock held 2 years or less before the dividend announce-
from 20%-owned corporations; then                              ment date, it must generally reduce its basis in the stock 
                                                               by the nontaxed part of the dividend. The nontaxed part is 
2. 50% of the difference between taxable income (re-
                                                               any  dividends-received  deduction  allowable  for  the  divi-
duced by total dividends received from 20%-owned 
                                                               dends.
corporations) and the 100% deduction allowed for div-
idends received from affiliated corporations, or by a          Extraordinary  dividend. An  extraordinary  dividend  is 
small business investment company, for dividends re-           any  dividend  on  stock  that  equals  or  exceeds  a  certain 
ceived or accrued from less-than-20%-owned corpo-              percentage  of  the  corporation's  adjusted  basis  in  the 
rations (reducing taxable income by the total divi-            stock. The percentages are:
dends received from 20%-owned corporations).
                                                               1. 5% for stock preferred as to dividends, or
Figuring the limit.   In figuring the limit, determine taxa-
ble income without the following items.                        2. 10% for other stock.
1. The net operating loss deduction.                           Treat  all  dividends  received  that  have  ex-dividend  dates 
                                                               within  an  85-consecutive-day  period  as  one  dividend. 
2. The deduction under section 199A for income attribut-       Treat  all  dividends  received  that  have  ex-dividend  dates 
able to domestic production activities of specified ag-        within a 365-consecutive-day period as extraordinary divi-
ricultural or horticultural cooperatives.                      dends if the total of the dividends exceeds 20% of the cor-
3. The deduction allowed by sections 243(a)(1) and             poration's adjusted basis in the stock.
245(a) of the Internal Revenue Code.
                                                               Disqualified preferred stock. Any dividend on disquali-
4. The deduction allowed by section 250 of the Internal        fied preferred stock is treated as an extraordinary dividend 
Revenue Code.                                                  regardless of the period of time the corporation held the 
                                                               stock.
5. Any adjustment due to the nontaxable part of an ex-
                                                               Disqualified preferred stock is any stock preferred as to 
traordinary dividend (see Extraordinary Dividends, 
                                                               dividends if any of the following apply.
later).
                                                               1. The stock when issued has a dividend rate that de-
6. Any capital loss carryback to the tax year.                   clines (or can reasonably be expected to decline) in 
Effect  of  net  operating  loss. If  a  corporation  has  a     the future.
net operating loss (NOL) for a tax year, the limit of 65% (or  2. The issue price of the stock exceeds its liquidation 
50%)  of  taxable  income  does  not  apply.  To  determine      rights or stated redemption price.
whether  a  corporation  has  an  NOL,  figure  the  divi-
dends-received  deduction  without  the  65%  (or  50%)  of    3. The stock is otherwise structured to avoid the rules for 
taxable income limit.                                            extraordinary dividends and to enable corporate 
                                                                 shareholders to reduce tax through a combination of 
Example 1. A corporation loses $75,000 from opera-               dividends-received deductions and loss on the dispo-
tions.  It  receives  $100,000  in  dividends  from  a           sition of the stock.
20%-owned  corporation.  Its  taxable  income  is  $25,000 
($100,000 – $75,000) before the deduction for dividends        More information. For more information on extraordinary 
received. If it claims the full dividends-received deduction   dividends,  see  section  1059  of  the  Internal  Revenue 
of $65,000 ($100,000 × 65%) and combines it with an op-        Code.
erations loss of $75,000, it will have an NOL of ($40,000). 
Therefore, the 65% of taxable income limit does not apply.     Below-Market Loans
The corporation can deduct the full $65,000.
                                                               If  a  corporation  receives  a  below-market  loan  and  uses 
Example 2. Assume the same facts as in         Example 1,      the proceeds for its trade or business, it may be able to 
except that the corporation only loses $30,000 from oper-      deduct the forgone interest as well as any interest the cor-
ations. Its taxable income is $70,000 before the deduction     poration actually paid or accrued.
for  dividends  received.  After  claiming  the  dividends-re-
                                                               A below-market loan is a loan on which no interest is 
ceived deduction of $65,000 ($100,000 × 65%), its taxa-
                                                               charged or on which interest is charged at a rate below the 
ble  income  is  $5,000.  Because  the  corporation  will  not 
                                                               applicable  federal  rate.  A  below-market  loan  is  generally 
have an NOL after applying a full dividends-received de-
                                                               treated  as  an  arm's-length  transaction  in  which  the  bor-
duction, its allowable dividends-received deduction is limi-
                                                               rower is considered as having received both the following.
ted to 65% of its taxable income, or $45,500 ($70,000 × 
65%).                                                          A loan in exchange for a note that requires payment of 
                                                                 interest at the applicable federal rate.
                                                               An additional payment in an amount equal to the for-
                                                                 gone interest.

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The borrower treats the additional payment as a gift, divi-         4. Any deduction for income attributable to domestic 
dend, contribution to capital, payment of compensation, or            production activities of specified agricultural or horti-
other payment, depending on the substance of the trans-               cultural cooperatives.
action.
                                                                    5. Any net operating loss carryback to the tax year.
Foregone  interest. For  any  period,  forgone  interest  is        6. Any capital loss carryback to the tax year.
equal to:
                                                                    Carryover  of  excess  contributions. You  can  carry 
1. The interest that would be payable for that period if in-        over,  within  certain  limits,  to  each  of  the  subsequent  5 
   terest accrued on the loan at the applicable federal             years any charitable contributions made during the current 
   rate and was payable annually on December 31, mi-                year that exceed the 10% limit. You lose any excess not 
   nus                                                              used within that period. Do not deduct a carryover of ex-
2. Any interest actually payable on the loan for the pe-            cess contributions in the carryover year until after you de-
   riod.                                                            duct contributions made in that year (subject to the 10% 
                                                                    limit). You cannot deduct a carryover of excess contribu-
More information.   For more information on below-mar-              tions to the extent it increases a net operating loss carry-
ket  loans,  including  information  on  demand  loans,  gift       over.
loans,  and  term  loans,  see  section  7872  of  the  Internal 
Revenue Code, the related regulations, and chapter 1 of             Farmers,  ranchers,  or  Native  Corporations.       Corpora-
Pub. 550, Investment Income and Expenses.                           tions  that  are  farmers,  ranchers,  or  Native  Corporations, 
                                                                    see  section  170(b)(2)  of  the  Internal  Revenue  Code  for 
                                                                    special rules that may affect the deduction limit.
Charitable Contributions
                                                                    Cash  contributions.  A  corporation  must  maintain  a  re-
A corporation can claim a limited deduction for charitable          cord of any contribution of cash, check, or other monetary 
contributions made in cash or other property. The contri-           contribution, regardless of the amount. The record can be 
bution is deductible if made to, or for the use of, a qualified     a bank record, receipt, letter, or other written communica-
organization. For more information on qualified organiza-           tion from the donee indicating the name of the organiza-
tions,  see  Pub.  526,  Charitable  Contributions.  Also,  see     tion,  the  date  of  the  contribution,  and  the  amount  of  the 
Tax-Exempt Organization Search at IRS.gov/Charities, the            contribution. Keep the record of the contribution with the 
online search tool for finding information on organizations         other corporate records. Do not attach the records to the 
eligible to receive tax-deductible contributions.                   corporation's return. For more information on cash contri-
Note.    You  cannot  take  a  deduction  if  any  of  the  net     butions, see Pub. 526.
earnings of an organization receiving contributions benefit         Gifts of $250 or more.  Generally, no deduction is al-
any private shareholder or individual.                              lowed for any contribution of $250 or more unless the cor-
                                                                    poration gets a written acknowledgement from the donee 
Cash  method  corporation. A  corporation  using  the               organization.  The  acknowledgement  should  show  the 
cash  method  of  accounting  deducts  contributions  in  the       amount of cash contributed, a description of the property 
tax year paid.                                                      contributed (but not its value), and either gives a descrip-
                                                                    tion and a good faith estimate of the value of any goods or 
Accrual  method  corporation. A  corporation  using  an 
                                                                    services  provided  in  return  for  the  contribution  or  states 
accrual method of accounting can choose to deduct un-
                                                                    that no goods or services were provided in return for the 
paid  contributions  for  the  tax  year  the  board  of  directors 
                                                                    contribution. The acknowledgement must be obtained by 
authorizes them if it pays them by the due date for filing 
                                                                    the due date (including extensions) of the return, or, if ear-
the  corporation’s  tax  return  (not  including  extensions). 
                                                                    lier, the date the return was filed. Keep the acknowledge-
Make the choice by reporting the contribution on the cor-
                                                                    ment with other corporate records. Do not attach the ac-
poration's return for the tax year. Attach a declaration stat-
                                                                    knowledgement to the return.
ing that the board of directors adopted the resolution dur-
ing the tax year. The declaration must include the date the         Contributions of property other than cash.           If a corpo-
resolution was adopted.                                             ration (other than a closely held or a personal service cor-
                                                                    poration) claims a deduction of more than $500 for contri-
Limitations on deduction.  A corporation cannot deduct 
                                                                    butions of property other than cash, a schedule describing 
charitable contributions that exceed 10% of its taxable in-
                                                                    the  property  and  the  method  used  to  determine  its  fair 
come for the tax year. Figure taxable income for this pur-
                                                                    market value must be attached to the corporation's return. 
pose without the following.
                                                                    In addition, the corporation should keep a record of:
1. The deduction for charitable contributions.
                                                                    The approximate date and manner of acquisition of 
2. The dividends-received deduction.                                  the donated property, and
3. The deduction allowed under section 249 of the Inter-            The cost or other basis of the donated property held 
   nal Revenue Code for bond premium.                                 by the donor for less than 12 months prior to contribu-
                                                                      tion.

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Closely  held  and  personal  service  corporations  must         of the donated inventory or property. This deduction may 
complete  and  attach  Form  8283,  Noncash  Charitable           be allowed for certain contributions of the following.
Contributions, to their returns if they claim a deduction of 
                                                                  Certain inventory and other property made to a donee 
more  than  $500  for  noncash  contributions.  For  all  other 
                                                                    organization and used solely for the care of the ill, the 
corporations,  if  the  deduction  claimed  for  donated  prop-
                                                                    needy, and infants. Special rules apply to qualified 
erty exceeds $5,000, complete Form 8283 and attach it to 
                                                                    contributions of “apparently wholesome food” (see 
the corporation's return.
                                                                    section 170(e)(3)(C) of the Internal Revenue Code).
A  corporation  must  obtain  a  qualified  appraisal  for  all 
deductions  of  property  claimed  in  excess  of  $5,000.  A     Scientific property constructed by the corporation 
qualified appraisal is not required for the donation of cash,       (other than an S corporation, personal holding com-
publicly traded securities, inventory, and any qualified ve-        pany, or personal service corporation) and donated no 
hicles sold by a donee organization without any significant         later than 2 years after substantial completion of the 
intervening  use  or  material  improvement.  The  appraisal        construction. The property must be donated to a quali-
should  be  maintained  with  other  corporate  records  and        fied organization and its original use must be by the 
only attached to the corporation's return when the deduc-           donee for research, experimentation, or research 
tion claimed exceeds $500,000 ($20,000 for donated art              training within the United States in the area of physical 
work).                                                              or biological science.
See Form 8283 for more information.
                                                                  Contributions  to  organizations  conducting  lobbying 
Qualified conservation contributions.       If a corpora-         activities. Contributions  made  to  an  organization  that 
tion makes a qualified conservation contribution, the cor-        conducts lobbying activities are not deductible if:
poration  must  provide  information  regarding  the  legal  in-
terest  being  donated,  the  fair  market  value  of  the        The lobbying activities relate to matters of direct finan-
                                                                    cial interest to the donor's trade or business, and
underlying property before and after the donation, and a 
description  of  the  conservation  purpose  for  which  the      The principal purpose of the contribution was to avoid 
property  will  be  used.  For  more  information,  see  section    federal income tax by obtaining a deduction for activi-
170(h) of the Internal Revenue Code.                                ties that would have been nondeductible under the 
                                                                    lobbying expense rules if conducted directly by the do-
Contributions of used vehicles.        A corporation is al-
                                                                    nor.
lowed a deduction for the contribution of used motor vehi-
cles, boats, and airplanes. The deduction is limited, and         More  information. For  more  information  on  charitable 
other special rules apply. For more information, see Pub.         contributions, including substantiation and recordkeeping 
526.                                                              requirements,  see  section  170  of  the  Internal  Revenue 
Reduction  for  contributions  of  certain  property.             Code, the related regulations, and Pub. 526.
For  a  charitable  contribution  of  property,  the  corporation 
must reduce the contribution by the sum of:                       Capital Losses
The ordinary income and short-term capital gain that 
                                                                  A  corporation  can  deduct  capital  losses  only  up  to  the 
  would have resulted if the property were sold at its fair 
                                                                  amount of its capital gains. In other words, if a corporation 
  market value; and
                                                                  has an excess capital loss, it cannot deduct the loss in the 
For certain contributions, the long-term capital gain           current  tax  year.  Instead,  it  carries  the  loss  to  other  tax 
  that would have resulted if the property were sold at its       years and deducts it from any net capital gains that occur 
  fair market value.                                              in those years.
The reduction for the long-term capital gain applies to:          A capital loss is carried to other years in the following 
Contributions of tangible personal property for use by          order.
  an exempt organization for a purpose or function unre-
                                                                  1. 3 years prior to the loss year.
  lated to the basis for its exemption;
Contributions of any property to or for the use of cer-         2. 2 years prior to the loss year.
  tain private foundations except for stock for which mar-        3. 1 year prior to the loss year.
  ket quotations are readily available; and
                                                                  4. Any loss remaining is carried forward for 5 years.
Contributions of any patent, certain copyrights, trade-
  mark, trade name, trade secret, know-how, software              When you carry a net capital loss to another tax year, treat 
  (that is a section 197 intangible), or similar property, or     it as a short-term loss. It does not retain its original identity 
  applications or registrations of such property.                 as long term or short term.

Larger deduction.    A corporation (other than an S cor-          Example.    A  calendar  year  corporation  has  a  net 
poration)  may  be  able  to  claim  a  deduction  equal  to  the short-term capital gain of $3,000 and a net long-term capi-
lesser of (a) the basis of the donated inventory or property      tal loss of $9,000. The short-term gain offsets some of the 
plus half of the inventory’s or property's appreciation (gain     long-term  loss,  leaving  a  net  capital  loss  of  $6,000.  The 
if the donated inventory or property was sold at fair market      corporation treats this $6,000 as a short-term loss when 
value on the date of the donation), or (b) two times basis        carried back or forward.

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The  corporation  carries  the  $6,000  short-term  loss           2. A corporation must make different modifications to its 
back  3  years.  In  year  1,  the  corporation  had  a  net         taxable income in the carryback or carryforward year 
short-term capital gain of $8,000 and a net long-term capi-          when figuring how much of the NOL is used and how 
tal gain of $5,000. It subtracts the $6,000 short-term loss          much is carried over to the next year.
first from the net short-term gain. This results in a net capi-
                                                                   3. A corporation uses different forms when claiming an 
tal  gain  for  year  1  of  $7,000.  This  consists  of  a  net 
                                                                     NOL deduction.
short-term capital gain of $2,000 ($8,000 − $6,000) and a 
net long-term capital gain of $5,000.                              4. A corporation is not subject to section 461, which lim-
                                                                     its the amount of losses from the trades or businesses 
S corporation status.        A corporation may not carry a 
                                                                     of noncorporate taxpayers.
capital loss from, or to, a year for which it is an S corpora-
tion.                                                              For more information, including how to figure the NOL 
                                                                   deduction  for  the  current  tax  year  and  any  carryback  or 
Rules  for  carryover  and  carryback.      When  carrying  a      carryforward, see the Instructions for Form 1139, and the 
capital loss from 1 year to another, the following rules ap-       instructions for the corporation's tax return.
ply.
  When figuring the current year's net capital loss, you         At-Risk Limits
    cannot combine it with a capital loss carried from an-
    other year. In other words, you can carry capital losses       The  at-risk  rules  limit  your  losses  from  most  activities  to 
    only to years that would otherwise have a total net            your amount at risk in the activity. The at-risk limits apply 
    capital gain.                                                  to certain closely held corporations (other than S corpora-
  If you carry capital losses from 2 or more years to the        tions).
    same year, deduct the loss from the earliest year first.       The amount at risk generally equals:
  You cannot use a capital loss carried from another             The money and the adjusted basis of property contrib-
    year to produce or increase a net operating loss in the          uted by the taxpayer to the activity, and
    year to which you carry it back.
                                                                   The money borrowed for the activity.
Refunds. When you carry back a capital loss to an earlier 
tax year, refigure your tax for that year. If your corrected       Closely held corporation.  For the at-risk rules, a corpo-
tax  is  less  than  the  tax  you  originally  owed,  use  either ration  is  a  closely  held  corporation  if,  at  any  time  during 
Form 1139, Corporate Application for Tentative Refund, or          the last half of the tax year, more than 50% in value of its 
Form 1120X, Amended U.S. Corporation Income Tax Re-                outstanding stock is owned directly or indirectly by, or for, 
turn, to apply for a refund.                                       five or fewer individuals.
                                                                   To  figure  if  more  than  50%  in  value  of  the  stock  is 
Form  1139.       A  corporation  can  get  a  refund  faster  by  owned  by  five  or  fewer  individuals,  apply  the  following 
using Form 1139. It cannot file Form 1139 before filing the        rules.
return for the corporation's capital loss year, but it must file 
Form 1139 no later than 1 year after the year it sustains          1. Stock owned, directly or indirectly, by or for a corpora-
the capital loss.                                                    tion, partnership, estate, or trust is considered owned 
                                                                     proportionately by its shareholders, partners, or bene-
Form  1120X.      If  the  corporation  does  not  file  Form        ficiaries.
1139, it must file Form 1120X to apply for a refund. The 
corporation must file the Form 1120X within 3 years of the         2. An individual is considered to own the stock owned, 
due date, including extensions, for filing the return for the        directly or indirectly, by or for their family. Family in-
year in which it sustains the capital loss.                          cludes only brothers and sisters (including half broth-
                                                                     ers and half sisters), a spouse, ancestors, and lineal 
                                                                     descendants.
Net Operating Losses
                                                                   3. If a person holds an option to buy stock, they are con-
A corporation generally figures and deducts a net operat-            sidered to be the owner of that stock.
ing loss (NOL) the same way an individual, estate, or trust 
does. For more information on these general rules, includ-         4. When applying (1) or (2) above, stock considered 
ing the sequencing rule for when the corporation carries             owned by a person under (1) or (3) above is treated 
two  of  more  NOLs  to  the  same  year,  see  Pub.  536,  Net      as actually owned by that person. Stock considered 
Operating  Losses  (NOLs)  for  Individuals,  Estates,  and          owned by an individual under (2) is not treated as 
Trusts.                                                              owned by the individual for again applying (2) to con-
                                                                     sider another the owner of that stock.
A  corporation's  NOL  generally  differs  from  individual, 
estate, and trust NOLs in the following ways.                      5. Stock that may be considered owned by an individual 
                                                                     under either (2) or (3) above is considered owned by 
1. A corporation can take different deductions when fig-             the individual under (3).
    uring an NOL.
                                                                   More  information. For  more  information  on  the  at-risk 
                                                                   limits, see Pub. 925, Passive Activity and At-Risk Rules.

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Passive Activity Limits                                                may  exclude  the  CAMT  tax  liability  when  calculating  the 
                                                                       required  annual  tax  payment  on  Form  2220.  See  the  in-
The passive activity rules generally limit your losses from            structions for the 2023 Form 2220.
passive activities to your passive activity income. Gener-
ally,  you  are  in  a  passive  activity  if  you  have  a  trade  or Credits
business activity in which you do not materially participate 
during the tax year, or you have a rental activity.                    A corporation's tax liability is reduced by allowable credits. 
The passive activity rules apply to personal service cor-              The following list includes some of the credits available to 
porations and closely held corporations other than S cor-              corporations.
porations.                                                             Foreign tax credit (see Form 1118).
Corporations subject to the passive activity limitations               Any qualified electric vehicle passive activity credit 
must  complete  Form  8810.  For  more  information  on  the             from prior years allowed for the current year from Form 
passive activity limits, see the Instructions for Form 8810              8834. See Form 8810, Corporate Passive Activity 
and Pub. 925.                                                            Loss and Credit Limitations, to see if a credit is al-
                                                                         lowed for the current year for personal service corpo-
                                                                         rations and closely held corporations.
Figuring Tax                                                           General business credit (see Form 3800 and the In-
                                                                         structions for Form 3800).
After you figure a corporation's taxable income, you figure 
its tax. This section discusses the tax rates, credits, and            Credit for prior year minimum tax, if applicable (see 
recapture taxes.                                                         Form 8827).
                                                                       Bond credits (see Form 8912).
Tax Rates                                                              Refundable credits. See the instructions for the corpo-
                                                                         ration's income tax return for a list of refundable cred-
Corporations,  including  qualified  personal  service  corpo-           its that may be allowed for the current tax year.
rations,  figure  their  tax  by  multiplying  taxable  income  by 
21% (0.21). If the corporation is a member of a controlled 
group,  the  corporation  must  also  complete  Schedule  O            Recapture Taxes

(Form 1120), Consent Plan and Apportionment Schedule                   A  corporation's  tax  liability  is  increased  if  it  recaptures 
for a Controlled Group, to report the apportionment of cer-            credits  it  has  taken  in  prior  years.  The  following  list  in-
tain tax benefits between the members of the group. See                cludes some credits a corporation may need to recapture.
Schedule O (Form 1120) and the Instructions for Sched-
ule O (Form 1120) for more information.                                Investment credit (see the Instructions for Form 4255).
                                                                       Low-income housing credit (see the Instructions for 
Base Erosion Minimum Tax                                                 Form 8611).
                                                                       New markets credit (see the Instructions for Form 
If a corporation has gross receipts of at least $500 million 
                                                                         8874).
in any 1 of the 3 tax years preceding the current tax year, a 
tax equal to the base erosion minimum tax amount for the               Employer-provided childcare facilities and services 
tax year may be imposed. This tax is reported using Form                 credit (see the Instructions for Form 8882).
8991. See the Instructions for Form 8991 for additional in-            Indian employment credit (see the Instructions for 
formation.                                                               Form 8845).
                                                                       See the Instructions for Form 3800 for additional credits 
Corporate Alternative Minimum Tax                                      that may be subject to recapture. Also see the instructions 
(CAMT)                                                                 for the corporation's tax return.

For tax years beginning after 2022, section 55 of the Inter-
nal  Revenue  Code  imposes  a  new  corporate  alternative 
minimum  tax  (CAMT)  based  on  the  adjusted  financial              Accumulated Earnings Tax
statement income of an applicable corporation. Unless a 
                                                                       A corporation can accumulate its earnings for a possible 
filing  exclusion  applies,  a  corporation  must  use  Form 
                                                                       expansion or other bona fide business reasons. However, 
4626,  Alternative  Minimum  Tax—Corporations,  to  deter-
                                                                       if a corporation allows earnings to accumulate beyond the 
mine whether it is an applicable corporation, and if classi-
                                                                       reasonable needs of the business, it may be subject to an 
fied as an applicable corporation, to calculate CAMT. See 
                                                                       accumulated  earnings  tax  of  20%.  If  the  accumulated 
Form 4626 and the Instructions for Form 4626. Also, see 
                                                                       earnings  tax  applies,  interest  applies  to  the  tax  from  the 
the  Instructions  for  Form  1120  or  the  instructions  for  the 
                                                                       date  the  corporate  return  was  originally  due,  without  ex-
applicable corporation's tax return.
                                                                       tensions.
Note. For  tax  year  2023  for  purposes  of  figuring  any           To determine if the corporation is subject to this tax, first 
penalty for underpayment of tax, applicable corporations               treat  an  accumulation  of  $250,000  or  less  generally  as 

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within the reasonable needs of most businesses. Treat an              Money or Property Distributions
accumulation of $150,000 or less as within the reasonable 
needs of a business whose principal function is perform-              Most distributions are in money, but they may also be in 
ing services in the fields of accounting, actuarial science,          stock or other property. For this purpose, “property” gener-
architecture,  consulting,  engineering,  health  (including          ally does not include stock in the corporation or rights to 
veterinary services), law, and the performing arts.                   acquire this stock. However, see Distributions of Stock or 
                                                                      Stock Rights, later.
In determining if the corporation has accumulated earn-
ings  and  profits  beyond  its  reasonable  needs,  value  the       A  corporation  generally  does  not  recognize  a  gain  or 
listed and readily marketable securities owned by the cor-            loss on the distributions covered by the rules in this sec-
poration and purchased with its earnings and profits at net           tion. However, see Gain from property distributions, later.
liquidation value, not at cost.
                                                                      Amount distributed. The amount of a distribution is gen-
Reasonable needs of the business include the follow-                  erally  the  amount  of  any  money  paid  to  the  shareholder 
ing.                                                                  plus the fair market value (FMV) of any property transfer-
 Specific, definite, and feasible plans for use of the              red to the shareholder. However, this amount is reduced 
   earnings accumulation in the business.                             (but not below zero) by the following liabilities.
 The amount necessary to redeem the corporation's                      Any liability of the corporation the shareholder as-
   stock included in a deceased shareholder's gross es-                    sumes in connection with the distribution.
   tate, if the amount does not exceed the reasonably an-                Any liability to which the property is subject immedi-
   ticipated total estate and inheritance taxes and funeral                ately before, and immediately after, the distribution.
   and administration expenses incurred by the share-
   holder's estate.                                                   The FMV of any property distributed to a shareholder be-
                                                                      comes the shareholder's basis in that property.
The absence of a bona fide business reason for a cor-
poration's  accumulated  earnings  may  be  indicated  by             Gain  from  property  distributions. A  corporation  will 
many  different  circumstances,  such  as  a  lack  of  regular       recognize a gain on the distribution of property to a share-
distributions  to  its  shareholders  or  withdrawals  by  the        holder if the FMV of the property is more than its adjusted 
shareholders  classified  as  personal  loans.  However,  ac-         basis.  This  is  generally  the  same  treatment  the  corpora-
tual moves to expand the business generally qualify as a              tion would receive if the property were sold. However, for 
bona fide use of the accumulations.                                   this purpose, the FMV of the property is the greater of the 
                                                                      following amounts.
The fact that a corporation has an unreasonable accu-
mulation  of  earnings  is  sufficient  to  establish  liability  for    The actual FMV.
the accumulated earnings tax unless the corporation can                  The amount of any liabilities the shareholder assumed 
show the earnings were not accumulated to allow its indi-                  in connection with the distribution of the property.
vidual shareholders to avoid income tax.
                                                                      If the property was depreciable or amortizable, the cor-
                                                                      poration may have to treat all or part of the gain as ordi-
                                                                      nary income from depreciation recapture. For more infor-
Distributions to Shareholders                                         mation on depreciation recapture and the sale of business 
                                                                      property, see Pub. 544.
This  section  discusses  corporate  distributions  of  money, 
stock, or other property to a shareholder with respect to 
the shareholder's ownership of stock. However, this sec-              Distributions of Stock or Stock Rights

tion  does  not  discuss  the  special  rules  that  apply  to  the   Distributions  by  a  corporation  of  its  own  stock  are  com-
following distributions. See the applicable sections of the           monly  known  as  “stock  dividends.”  Stock  rights  (also 
Internal Revenue Code.                                                known as “stock options”) are distributions by a corpora-
 Distributions in redemption of stock (section 302).                tion of rights to acquire its stock. Distributions of stock div-
                                                                      idends  and  stock  rights  are  generally  tax  free  to  share-
 Distributions in complete liquidation of the corporation 
                                                                      holders.  However,  if  any  of  the  following  apply  to  their 
   (sections 331 through 346).
                                                                      distribution, stock and stock rights are treated as property, 
 Distributions in corporate organizations (section 351).            as discussed under  Money or Property Distributions, ear-
   Also, see Property Exchanged for Stock, earlier.                   lier.
 Distributions in corporate reorganizations (sections               1. Any shareholder has the choice to receive cash or 
   354 through 368).                                                       other property instead of stock or stock rights.
 Certain distributions to 20% corporate shareholders                2. The distribution gives cash or other property to some 
   (section 301(e)).                                                       shareholders and an increase in the percentage inter-
                                                                           est in the corporation's assets or earnings and profits 
                                                                           to other shareholders.

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3. The distribution is in convertible preferred stock and         Unreasonable rents.  If a corporation rents property from 
has the same result as in (2).                                    a shareholder and the rent is unreasonably more than the 
                                                                  shareholder  would  charge  to  a  stranger  for  use  of  the 
4. The distribution gives preferred stock to some com-
                                                                  same property, the excessive part of the rent may be trea-
mon stock shareholders and gives common stock to 
                                                                  ted as a distribution to the shareholder.
other common stock shareholders.
5. The distribution is on preferred stock. (An increase in        Unreasonable  salaries. If  a  corporation  pays  an  em-
the conversion ratio of convertible preferred stock               ployee  who  is  also  a  shareholder  a  salary  that  is  unrea-
made solely to take into account a stock dividend,                sonably high considering the services actually performed 
stock split, or similar event that would otherwise result         by  the  shareholder-employee,  the  excessive  part  of  the 
in reducing the conversion right is not a distribution on         salary  may  be  treated  as  a  distribution  to  the  share-
preferred stock.)                                                 holder-employee.

The term “stock” includes rights to acquire stock and the 
term “shareholder” includes a holder of rights or converti-       Reporting Dividends and Other 
ble securities.                                                   Distributions

Constructive  stock  distributions. You  must  treat  cer-        A corporate distribution to a shareholder is generally trea-
tain transactions that increase a shareholder's proportion-       ted as a distribution of earnings and profits. Any part of a 
ate interest in the earnings and profits or assets of a cor-      distribution  from  either  current  or  accumulated  earnings 
poration  as  if  they  were  distributions  of  stock  or  stock and  profits  is  reported  to  the  shareholder  as  a  dividend. 
rights.  These  constructive  distributions  are  treated  as     Any  part  of  a  distribution  that  is  not  from  earnings  and 
property if they have the same result as a distribution de-       profits is applied against and reduces the adjusted basis 
scribed in (2), (3), (4), or (5) above. Constructive distribu-    of the stock in the hands of the shareholder. To the extent 
tions are described later.                                        the balance is more than the adjusted basis of the stock, 
This treatment applies to a change in your stock's con-           the  shareholder  has  a  gain  (usually  a  capital  gain)  from 
version  ratio  or  redemption  price,  a  difference  between    the sale or exchange of property.
your stock's redemption price and issue price, a redemp-          For  information  on  shareholder  reporting  of  corporate 
tion that is not treated as a sale or exchange of your stock,     distributions, see Pub. 550.
and  any  other  transaction  having  a  similar  effect  on  a 
shareholder's interest in the corporation.                        Form 1099-DIV.  File Form 1099-DIV, Dividends and Dis-
                                                                  tributions, with the IRS for each shareholder to whom the 
Expenses of issuing a stock dividend.      You cannot de-         corporation has paid dividends and other distributions on 
duct the expenses of issuing a stock dividend. These ex-          stock of $10 or more during a calendar year. A corporation 
penses  include  printing,  postage,  cost  of  advice  sheets,   must generally send Forms 1099-DIV to the IRS with Form 
fees paid to transfer agents, and fees for listing on stock       1096,  Annual  Summary  and  Transmittal  of  U.S.  Informa-
exchanges. The corporation must capitalize these costs.           tion Returns, by February 28 (March 31 if filing electroni-
                                                                  cally) of the year following the year of the distribution. For 
Constructive Distributions                                        more information, see the General Instructions for Certain 
                                                                  Information  Returns  (Forms  1096,  1097,  1098,  1099, 
The  following  sections  discuss  transactions  that  may  be    3921, 3922, 5498, and W-2G).
treated as distributions.                                         Generally,  the  corporation  must  furnish  Forms 
                                                                  1099-DIV to shareholders by January 31 of the year fol-
Below-market  loans.      If  a  corporation  gives  a  share-    lowing the close of the calendar year during which it made 
holder a loan on which no interest is charged or on which         the distributions. However, the corporation may furnish the 
interest is charged at a rate below the applicable federal        Form 1099-DIV to shareholders after November 30 of the 
rate, the interest not charged may be treated as a distribu-      year of the distributions if it has made its final distributions 
tion  to  the  shareholder.  For  more  information,  see Be-     for  the  year.  The  corporation  may  furnish  the  Form 
low-Market Loans, earlier.                                        1099-DIV  to  shareholders  anytime  after  April  30  of  the 
                                                                  year of the distributions if it gives the Form 1099-DIV with 
Corporation cancels shareholder's debt.       If a corpora-
                                                                  the final distributions for the calendar year.
tion  cancels  a  shareholder's  debt  without  repayment  by 
                                                                  If any regular due date falls on a Saturday, Sunday, or 
the shareholder, the amount canceled is treated as a dis-
                                                                  legal holiday, file by the next business day. A business day 
tribution to the shareholder.
                                                                  is any day that is not a Saturday, Sunday, or legal holiday.
Transfers  of  property  to  shareholders  for  less  than        Backup  withholding.    Dividends  may  be  subject  to 
FMV. A sale or exchange of property by a corporation to a         backup withholding. For more information on backup with-
shareholder may be treated as a distribution to the share-        holding, see the General Instructions for Certain Informa-
holder. For a shareholder who is not a corporation, if the        tion Returns.
FMV of the property on the date of the sale or exchange 
exceeds the price paid by the shareholder, the excess is          Form 5452.   File Form 5452, Corporate Report of Nondi-
treated as a distribution to the shareholder.                     vidend  Distributions,  if  nondividend  distributions  were 
                                                                  made to shareholders.

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A  calendar  tax  year  corporation  must  file  Form  5452           year earnings and profits figured in (2) as a distribu-
with its income tax return for the tax year in which the non-         tion of accumulated earnings and profits.
dividend distributions were made. A fiscal tax year corpo-
                                                                      4. If accumulated earnings and profits are reduced to 
ration must file Form 5452 with its income tax return due 
                                                                      zero, the remaining part of each distribution is applied 
for  the  first  fiscal  year  ending  after  the  calendar  year  in 
                                                                      against and reduces the adjusted basis of the stock in 
which the nondividend distributions were made.
                                                                      the hands of the shareholders. To the extent that the 
Current  year  earnings  and  profits. If  a  corporation's           balance is more than the adjusted basis of the stock, 
earnings and profits for the year (figured as of the close of         it is treated as a gain from the sale or exchange of 
the year without reduction for any distributions made dur-            property.
ing  the  year)  are  more  than  the  total  amount  of  distribu-
                                                                      Example. You  are  the  only  shareholder  of  a  corpora-
tions made during the year, all distributions made during 
                                                                      tion that uses the calendar year as its tax year. In January, 
the year are treated as distributions of current year earn-
                                                                      you use the worksheet in the Form 5452 instructions to fig-
ings and profits. If the total amount of distributions is more 
                                                                      ure your corporation's current year earnings and profits for 
than the earnings and profits for the year, see Accumula-
                                                                      the previous year. At the beginning of the year, the corpo-
ted earnings and profits, later.
                                                                      ration's  accumulated  earnings  and  profits  balance  was 
Example.    You  are  the  only  shareholder  of  a  corpora-         $20,000.  During  the  year,  the  corporation  made  four 
tion that uses the calendar year as its tax year. In January,         $4,000 distributions to you ($4,000 × 4 = $16,000). At the 
you use the worksheet in the Form 5452 instructions to fig-           end of the year (before subtracting distributions made dur-
ure your corporation's current year earnings and profits for          ing the year), the corporation had $10,000 of current year 
the previous year. During the year, the corporation made              earnings and profits.
four $1,000 distributions to you. At the end of the year (be-         Since the corporation's current year earnings and prof-
fore  subtracting  distributions  made  during  the  year),  the      its ($10,000) were less than the distributions it made dur-
corporation  had  $10,000  of  current  year  earnings  and           ing the year ($16,000), part of each distribution is treated 
profits.                                                              as  a  distribution  of  accumulated  earnings  and  profits. 
Since the corporation's current year earnings and prof-               Treat the distributions as follows.
its ($10,000) were more than the amount of the distribu-              1. Divide the current year earnings and profits ($10,000) 
tions it made during the year ($4,000), all of the distribu-          by the total amount of distributions made during the 
tions are treated as distributions of current year earnings           year ($16,000). The result is 0.625.
and profits.
The corporation must issue a Form 1099-DIV to you to                  2. Multiply each $4,000 distribution by the 0.625 figured 
report  the  $4,000  distributed  to  you  during  the  previous      in (1) to get the amount ($2,500) of each distribution 
year as dividends. The corporation must use Form 1096 to              treated as a distribution of current year earnings and 
report  this  information  to  the  IRS.  The  corporation  does      profits.
not deduct these dividends on its income tax return.                  3. The remaining $1,500 of each distribution is treated 
                                                                      as a distribution from accumulated earnings and prof-
Accumulated  earnings  and  profits.   If  a  corporation's 
                                                                      its. The corporation distributed $6,000 ($1,500 × 4) of 
current year earnings and profits (figured as of the close of 
                                                                      accumulated earnings and profits.
the year without reduction for any distributions made dur-
ing the year) are less than the total distributions made dur-         The remaining $14,000 ($20,000 − $6,000) of accumula-
ing the year, part or all of each distribution is treated as a        ted earnings and profits is available for use in the following 
distribution of accumulated earnings and profits. Accumu-             year.
lated earnings and profits are earnings and profits the cor-          The corporation must issue a Form 1099-DIV to you to 
poration accumulated before the current year.                         report the $16,000 distributed to you during the previous 
If the total amount of distributions is less than current             year as dividends. The corporation must use Form 1096 to 
year earnings and profits, see  Current year earnings and             report  this  information  to  the  IRS.  The  corporation  does 
profits above.                                                        not deduct these dividends on its income tax return.
Used with current year earnings and profits.         If the           Used without current year earnings and profits.         If 
corporation  has  current  year  earnings  and  profits,  figure      the corporation has no current year earnings and profits, 
the use of accumulated and current earnings and profits               figure the use of accumulated earnings and profits as fol-
as follows.                                                           lows.
1. Divide the current year earnings and profits by the to-            1. If the current year earnings and profits balance is neg-
   tal distributions made during the year.                            ative, prorate the negative balance to the date of each 
                                                                      distribution made during the year.
2. Multiply each distribution by the percentage figured in 
   (1) to get the amount treated as a distribution of cur-            2. Figure the available accumulated earnings and profits 
   rent year earnings and profits.                                    balance on the date of each distribution by subtract-
                                                                      ing the prorated amount of current year earnings and 
3. Start with the first distribution and treat the part of 
                                                                      profits from the accumulated balance.
   each distribution greater than the allocated current 

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3. Treat each distribution as a distribution of these adjus-          The corporation must issue a Form 1099-DIV to you to 
ted accumulated earnings and profits.                                 report $12,000 of the $16,000 distributed to you during the 
                                                                      previous  year  as  dividends.  The  corporation  must  use 
4. If adjusted accumulated earnings and profits are re-
                                                                      Form 1096 to report this information to the IRS. The cor-
duced to zero, the remaining distributions are applied 
                                                                      poration  does  not  deduct  these  dividends  on  its  income 
against and reduce the adjusted basis of the stock in 
                                                                      tax  return.  However,  the  corporation  must  attach  Form 
the hands of the shareholders. To the extent that the 
                                                                      5452 to this return to report the nondividend distribution.
balance is more than the adjusted basis of the stock, 
it is treated as a gain from the sale or exchange of                      For more information about figuring earnings and 
property.                                                             TIP profits,  see  the  Worksheet  for  Figuring  Current 
                                                                          Year  Earnings  and  Profits  in  the  Form  5452  in-
Example.    You  are  the  only  shareholder  of  a  corpora-         structions.
tion that uses the calendar year as its tax year. In January, 
you use the worksheet in the Form 5452 instructions to fig-
ure your corporation's current year earnings and profits for 
the previous year. At the beginning of the year, the corpo-           How To Get Tax Help
ration's  accumulated  earnings  and  profits  balance  was 
$20,000.  During  the  year,  the  corporation  made  four            If you have questions about a tax issue; need help prepar-
$4,000  distributions  to  you  on  March  31,  June  30,  Sep-       ing your tax return; or want to download free publications, 
tember 30, and December 31. At the end of the year (be-               forms, or instructions, go to IRS.gov to find resources that 
fore  subtracting  distributions  made  during  the  year),  the      can help you right away.
corporation had a negative $10,000 current year earnings 
and profits balance.                                                  Using online tools to help prepare your return.       Go to 
Since the corporation had no current year earnings and                IRS.gov/Tools for the following.
profits, all of the distributions are treated as distributions of     The Online EIN Application IRS.gov/EIN ( ) helps you 
accumulated  earnings  and  profits.  Treat  the  distributions         get an employer identification number (EIN) at no 
as follows.                                                             cost.
1. Prorate the negative current year earnings and profits             The Tax Calendar TAX.gov/calendar ( ) helps you track 
balance to the date of each distribution made during                    important business tax dates and deadlines right from 
the year. The negative $10,000 can be spread evenly                     your desktop.
by prorating a negative $2,500 to each distribution.
                                                                      The FATCA FFI List Search and Download Tool 
2. The following table shows how to figure the available                (IRS.gov/fatca-ffilist) makes it easier to find out if a 
accumulated earnings and profits balance on the date                    Foreign Financial Institution has registered with 
of each distribution.                                                   FATCA.
                                                                      The Electronic Federal Tax Payment System IRS.gov/ (
            March 31 Distribution                                       EFTPS) is a free tax payment system that allows you 
Accumulated earnings and profits. . . . . . . . . . . . . .  $20,000    to pay your federal taxes online or by phone with 
Prorated current year earnings and profits. . . . . . . . .  ($2,500)   EFTPS.
Accumulated earnings and profits available. . . . . . . .    $17,500 
Amount of distribution treated as a dividend. . . . . . .    ($4,000)     Getting  answers  to  your  tax  questions.  On 
                                                                          IRS.gov,  you  can  get  up-to-date  information  on 
              June 30 Distribution                                        current events and changes in tax law.
Accumulated earnings and profits. . . . . . . . . . . . . .  $13,500  IRS.gov/Help: A variety of tools to help you get an-
Prorated current year earnings and profits. . . . . . . . .  ($2,500)   swers to some of the most common tax questions.
Accumulated earnings and profits available. . . . . . . .    $11,000 
Amount of distribution treated as a dividend. . . . . . .    ($4,000) IRS.gov/ITA: The Interactive Tax Assistant, a tool that 
                                                                        will ask you questions and, based on your input, pro-
            September 30 Distribution                                   vide answers on a number of tax law topics.
Accumulated earnings and profits. . . . . . . . . . . . . .  $7,000   IRS.gov/Forms: Find forms, instructions, and publica-
Prorated current year earnings and profits. . . . . . . . .  ($2,500)   tions. You will find details on the most recent tax 
Accumulated earnings and profits available. . . . . . . .    $4,500 
Amount of distribution treated as a dividend. . . . . . .    ($4,000)   changes and hundreds of interactive links to help you 
                                                                        find answers to your questions.
            December 31 Distribution                                  You may also be able to access tax information in your 
Accumulated earnings and profits. . . . . . . . . . . . . .  $500       e-filing software.
Prorated current year earnings and profits. . . . . . . . .  ($2,500)
Accumulated earnings and profits available. . . . . . . .    ($2,000)
Amount of distribution treated as a dividend. . . . . . .    $0       Need someone to prepare your tax return?           There are 
Nondividend amount (reduction of stock basis or gain                  various types of tax return preparers, including tax prepar-
from sale/exchange of property). . . . . . . . . . . . . . . $4,000   ers, enrolled agents, certified public accountants (CPAs), 
Year-end accumulated earnings and profits. . . . . . . .     ($2,000) attorneys,  and  many  others  who  don’t  have  professional 
                                                                      credentials. If you choose to have someone prepare your 

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tax  return,  choose  that  preparer  wisely.  A  paid  tax  pre- future accessibility products and services available in al-
parer is:                                                         ternative  media  formats  (for  example,  braille,  large  print, 
                                                                  audio, etc.). The Accessibility Helpline does not have ac-
 Primarily responsible for the overall substantive accu-
                                                                  cess to your IRS account. For help with tax law, refunds, or 
   racy of your return,
                                                                  account-related issues, go to IRS.gov/LetUsHelp.
 Required to sign the return, and
                                                                  Note.   Form  9000,  Alternative  Media  Preference,  or 
 Required to include their preparer tax identification 
                                                                  Form 9000(SP) allows you to elect to receive certain types 
   number (PTIN).
                                                                  of written correspondence in the following formats.
        Although the tax preparer always signs the return, 
                                                                  Standard Print.
 !      you're  ultimately  responsible  for  providing  all  the 
CAUTION information required for the preparer to accurately       Large Print.
prepare your return. Anyone paid to prepare tax returns for       Braille.
others should have a thorough understanding of tax mat-
ters.  For  more  information  on  how  to  choose  a  tax  pre-  Audio (MP3).
parer, go to Tips for Choosing a Tax Preparer on IRS.gov.         Plain Text File (TXT).
                                                                  Braille Ready File (BRF).
Employers can register to use Business Services On-
line. The Social Security Administration (SSA) offers on-         Disasters. Go  to IRS.gov/DisasterRelief  to  review  the 
line service at SSA.gov/employer for fast, free, and secure       available disaster tax relief.
online  W-2  filing  options  to  CPAs,  accountants,  enrolled 
agents,  and  individuals  who  process  Form  W-2,  Wage         Getting  tax  forms  and  publications. Go  to         IRS.gov/
and Tax Statement, and Form W-2c, Corrected Wage and              Forms to view, download, or print all of the forms, instruc-
Tax Statement.                                                    tions, and publications you may need. Or, you can go to 
                                                                  IRS.gov/OrderForms to place an order.
IRS social media.     Go to IRS.gov/SocialMedia to see the 
various social media tools the IRS uses to share the latest       Getting  tax  publications  and  instructions  in  eBook 
information on tax changes, scam alerts, initiatives, prod-       format. You  can  also  download  and  view  popular  tax 
ucts, and services. At the IRS, privacy and security are our      publications  and  instructions  on  mobile  devices  as 
highest priority. We use these tools to share public infor-       eBooks at IRS.gov/eBooks.
mation  with  you. Don’t  post  your  taxpayer  identification    IRS eBooks have been tested using Apple's iBooks for 
number  (TIN)  or  other  confidential  information  on  social   iPad. Our eBooks haven’t been tested on other dedicated 
media sites. Always protect your identity when using any          eBook readers, and eBook functionality may not operate 
social networking site.                                           as intended.
 The following IRS YouTube channels provide short, in-
formative videos on various tax-related topics in English,        Reporting  and  resolving  your  tax-related  identity 
Spanish, and ASL.                                                 theft issues. 
 Youtube.com/irsvideos.                                         Tax-related identity theft happens when someone 
                                                                    steals your personal information to commit tax fraud. 
 Youtube.com/irsvideosmultilingua.                                Your taxes can be affected if your TIN is used to file a 
 Youtube.com/irsvideosASL.                                        fraudulent return or to claim a refund or credit.
Watching      IRS     videos. The  IRS  Video   portal            The IRS doesn’t initiate contact with taxpayers by 
                                                                    email, text messages, telephone calls, or social media 
(IRSVideos.gov)  contains  video  and  audio  presentations 
                                                                    channels to request personal or financial information. 
for individuals, small businesses, and tax professionals.
                                                                    This includes requests for personal identification num-
Online  tax  information  in  other  languages. You  can            bers (PINs), passwords, or similar information for 
find  information  on IRS.gov/MyLanguage  if  English  isn’t        credit cards, banks, or other financial accounts.
your native language.                                             Go to IRS.gov/IdentityTheft, the IRS Identity Theft 
                                                                    Central webpage, for information on identity theft and 
Free  Over-the-Phone  Interpreter  (OPI)  Service. The 
                                                                    data security protection for taxpayers, tax professio-
IRS is committed to serving taxpayers with limited-English 
                                                                    nals, and businesses. If your TIN has been lost or sto-
proficiency (LEP) by offering OPI services. The OPI Serv-
                                                                    len or you suspect you’re a victim of tax-related iden-
ice is a federally funded program and is available at Tax-
                                                                    tity theft, you can learn what steps you should take.
payer  Assistance  Centers  (TACs),  most  IRS  offices,  and 
every  VITA/TCE  return  site.  OPI  Service  is  accessible  in  Making  a  tax  payment. Payments  of  U.S.  tax  must  be 
more than 350 languages.                                          remitted to the IRS in U.S. dollars. Digital assets are not 
Accessibility  Helpline  available  for  taxpayers  with 
disabilities. Taxpayers  who  need  information  about  ac-
cessibility  services  can  call  833-690-0598.  The  Accessi-
bility Helpline can answer questions related to current and 

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accepted. Go to IRS.gov/Payments for information on how           The Taxpayer Advocate Service (TAS) 
to make a payment using any of the following options.
                                                                  Is Here To Help You
IRS Direct Pay: Pay your tax bill or estimated tax pay-
  ment directly from your checking or savings account at          What Is TAS?
  no cost to you.
                                                                  TAS  is  an independent  organization  within  the  IRS  that 
Debit or Credit Card, or Digital Wallet: Choose an ap-          helps taxpayers and protects taxpayer rights. Their job is 
  proved payment processor to pay online or by phone.             to ensure that every taxpayer is treated fairly and that you 
Electronic Funds Withdrawal: Schedule a payment                 know and understand your rights under the Taxpayer Bill 
  when filing your federal taxes using tax return prepara-        of Rights.
  tion software or through a tax professional.
                                                                  How Can You Learn About Your Taxpayer 
Electronic Federal Tax Payment System: Best option 
                                                                  Rights?
  for businesses. Enrollment is required.
Check or Money Order: Mail your payment to the ad-              The Taxpayer Bill of Rights describes 10 basic rights that 
  dress listed on the notice or instructions.                     all  taxpayers  have  when  dealing  with  the  IRS.  Go  to 
                                                                  TaxpayerAdvocate.IRS.gov  to  help  you  understand  what 
Cash: You may be able to pay your taxes with cash at 
                                                                  these rights mean to you and how they apply. These are 
  a participating retail store.
                                                                  your rights. Know them. Use them.
Same-Day Wire: You may be able to do same-day 
  wire from your financial institution. Contact your finan-       What Can TAS Do for You?
  cial institution for availability, cost, and time frames.
                                                                  TAS can help you resolve problems that you can’t resolve 
Note.   The IRS uses the latest encryption technology to          with  the  IRS.  And  their  service  is  free.  If  you  qualify  for 
ensure that the electronic payments you make online, by           their  assistance,  you  will  be  assigned  to  one  advocate 
phone, or from a mobile device using the IRS2Go app are           who will work with you throughout the process and will do 
safe and secure. Paying electronically is quick, easy, and        everything  possible  to  resolve  your  issue.  TAS  can  help 
faster than mailing in a check or money order.                    you if:
What  if  I  can’t  pay  now? Go  to IRS.gov/Payments  for        Your problem is causing financial difficulty for you, 
more information about your options.                                your family, or your business;
Apply for an online payment agreement IRS.gov/ (                You face (or your business is facing) an immediate 
  OPA) to meet your tax obligation in monthly install-              threat of adverse action; or
  ments if you can’t pay your taxes in full today. Once           You’ve tried repeatedly to contact the IRS but no one 
  you complete the online process, you will receive im-             has responded, or the IRS hasn’t responded by the 
  mediate notification of whether your agreement has                date promised.
  been approved.
Use the Offer in Compromise Pre-Qualifier to see if             How Can You Reach TAS?
  you can settle your tax debt for less than the full 
  amount you owe. For more information on the Offer in            TAS  has  offices in  every  state,  the  District  of  Columbia, 
  Compromise program, go to IRS.gov/OIC.                          and Puerto Rico. To find your advocate's number:
                                                                  Go to TaxpayerAdvocate.IRS.gov/Contact-Us;
Understanding  an  IRS  notice  or  letter  you’ve  re-
ceived. Go to IRS.gov/Notices to find additional informa-         Download Pub. 1546, The Taxpayer Advocate Service 
tion about responding to an IRS notice or letter.                   Is Your Voice at the IRS, available at IRS.gov/pub/irs-
                                                                    pdf/p1546.pdf;
Contacting your local IRS office.    Keep in mind, many 
questions can be answered on IRS.gov without visiting an          Call the IRS toll free at 800-TAX-FORM 
                                                                    (800-829-3676) to order a copy of Pub. 1546;
IRS TAC. Go to  IRS.gov/LetUsHelp for the topics people 
ask about most. If you still need help, IRS TACs provide          Check your local directory; or
tax help when a tax issue can’t be handled online or by             Call TAS toll free at 877-777-4778.
                                                                  
phone. All TACs now provide service by appointment, so 
you’ll  know  in  advance  that  you  can  get  the  service  you 
need  without  long  wait  times.  Before  you  visit,  go  to    How Else Does TAS Help Taxpayers?

IRS.gov/TACLocator to find the nearest TAC and to check           TAS  works  to  resolve  large-scale  problems  that  affect 
hours, available services, and appointment options. Or, on        many taxpayers. If you know of one of these broad issues, 
the IRS2Go app, under the Stay Connected tab, choose              report it to them at IRS.gov/SAMS.
the Contact Us option and click on “Local Offices.”

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Low Income Taxpayer Clinics (LITCs)                            a small fee for eligible taxpayers. To find an LITC near you, 
                                                               go  to TaxpayerAdvocate.IRS.gov/about-us/Low-Income-
LITCs are independent from the IRS. LITCs represent indi-      Taxpayer-Clinics-LITC or see IRS Pub. 4134, Low Income 
viduals whose income is below a certain level and need to      Taxpayer Clinic List.
resolve  tax  problems  with  the  IRS,  such  as  audits,  ap-
peals, and tax collection disputes. In addition, LITCs can 
provide information about taxpayer rights and responsibili-
ties in different languages for individuals who speak Eng-
lish as a second language. Services are offered for free or 

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                                         Other Useful Forms for Corporations

Other Useful Forms
Form                                                Use this form to—
W-2 and W-3—Wage and Tax Statement; and             Report wages, tips, and other compensation, and withheld income, social 
Transmittal of Wage and Tax Statements              security, and Medicare taxes for employees.
W-2G—Certain Gambling Winnings                      Report gambling winnings from horse racing, dog racing, jai alai, lotteries, 
                                                    keno, bingo, slot machines, sweepstakes, wagering pools, etc.
926—Return by a U.S. Transferor of Property to a    Report certain transfers to foreign corporations under section 6038B.
Foreign Corporation
940—Employer's Annual Federal Unemployment          Report and pay FUTA tax if the corporation either: 
(FUTA) Tax Return
                                                    1. Paid wages of $1,500 or more in any calendar quarter during the 
                                                    calendar year (or the preceding calendar year), or
                                                    2. Had one or more employees working for the corporation for at least 
                                                    some part of a day in any 20 different weeks during the calendar year (or 
                                                    the preceding calendar year).
941—Employer's QUARTERLY Federal Tax Return         Report quarterly income tax withheld on wages and employer and employee 
                                                    social security and Medicare taxes. 
943—Employer's Annual Federal Tax Return for        Report income tax withheld and employer and employee social security and 
Agricultural Employees                              Medicare tax on farmworkers.
944—Employer's ANNUAL Federal Tax Return            File annual Form 944 instead of filing quarterly Forms 941, if the IRS notified 
                                                    you in writing.
945—Annual Return of Withheld Federal Income Tax Report income tax withheld from nonpayroll payments, including pensions, 
                                                    annuities, individual retirement arrangements (IRAs), gambling winnings, and 
                                                    backup withholding.
952—Consent To Extend the Time To Assess Tax        Extend the period of assessment of all income taxes of the receiving 
Under Section 332(b)                                corporation on the complete liquidation of a subsidiary under section 332.
965-B—Corporate and Real Estate Investment Trust  This form must be completed by a taxpayer for every tax year for which the 
(REIT) Report of Net 965 Tax Liability and Electing taxpayer has any net 965 tax liability outstanding and not fully paid at any 
REIT Report of 965 Amounts                          point during the tax year. See the Instructions for Form 965-B.
966—Corporate Dissolution or Liquidation            Report the adoption of a resolution or plan to dissolve the corporation or 
                                                    liquidate any of its stock.
1042 and 1042-S—Annual Withholding Tax Return  Report withheld tax on payments or distributions made to nonresident alien 
for U.S. Source Income of Foreign Persons; and      individuals, foreign partnerships, or foreign corporations to the extent these 
Foreign Person's U.S. Source Income Subject to      payments or distributions constitute gross income from sources within the 
Withholding                                         United States that is not effectively connected with a U.S. trade or business. 
                                                    In addition, a publicly traded partnership is required to withhold on 
                                                    distributions of effectively connected income to its foreign partners. See Pub. 
                                                    515, Withholding of Tax on Nonresident Aliens and Foreign Entities. 
1042-T—Annual Summary and Transmittal of Forms  Transmit paper Forms 1042-S to the IRS.
1042-S
1096—Annual Summary and Transmittal of U.S.         Transmit paper Forms 1098, 1099, 5498, and W-2G to the IRS.
Information Returns

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Other Useful Forms
Form                                                 Use this form to—
1097-BTC, 1098, 1098-C, 1098-E, 1098-F, 1098-T,      Report the following: 
1099-A, B, C, CAP, G, H, DIV, INT, K, LTC, MISC,     Tax credits to bond holders;
NEC, OID, PATR, Q, R, S, SA, 3921, and 3922.         Mortgage interest;
                                                     Contributions of certain motor vehicles, boats, and airplanes;
                                                     Student loan interest;
Important: Every corporation must file Forms         Fines, penalties, and other amounts;
1099-MISC (or 1099-NEC for nonemployee               Certain tuition payments;
compensation) if, in the course of its trade or      Acquisitions or abandonments of secured property;
business, it makes payments of rents, services,      Proceeds from broker and barter exchange transactions;
commissions, or other fixed or determinable income   Cancellation of debts;
(see section 6041) totaling $600 or more to any one  Changes in corporate control and capital structure;
person during the calendar year.                     Certain government payments;
                                                     Advance payments of health coverage insurance premiums;
Also use these returns to report amounts received    Dividends and distributions;
as a nominee for another person. For more details,   Interest payments;
see the General Instructions for Certain Information Merchant card and third-party network payments;
Returns (1097, 1098, 1099, 3921, 3922, 5498, and     Payments of long-term care and accelerated death benefits;
W-2G).                                               Miscellaneous income payments to certain fishing boat crew members, 
                                                       to providers of health and medical services, of rent or royalties, of 
                                                       nonemployee compensation, etc.;
                                                     Original issue discount;
                                                     Distributions received from cooperatives;
                                                     Distributions from certain qualified education programs;
                                                     Distributions from pensions, annuities, retirement or profit-sharing plans, 
                                                       IRAs, insurance contracts, etc.;
                                                     Proceeds from real estate transactions;
                                                     Distributions from an HSA, Archer MSA, or Medicare Advantage MSA;
                                                     Exercise of incentive stock options; and
                                                     Transfer of stock acquired through employee stock purchase plans.
1122—Authorization and Consent of Subsidiary         Include a subsidiary in a consolidated return. Attach this form to the parent's 
Corporation To Be Included in a Consolidated         consolidated return. Attach a separate Form 1122 for each subsidiary being 
Income Tax Return                                    included in the consolidated return.
1138—Extension of Time for Payment of Taxes by a  Request an extension of time for payment of tax for the immediately 
Corporation Expecting a Net Loss Carryback           preceding tax year if the corporation expects a net operating loss for the 
                                                     current year.
3520—Annual Return To Report Transactions With       Report ownership of and certain transactions with foreign trusts, including 
Foreign Trusts and Receipt of Certain Foreign Gifts  receipt of certain large gifts. See Schedule N (Form 1120), Question 5.
3520-A—Annual Information Return of Foreign Trust  Report information about the foreign trust, its U.S. beneficiaries, and any U.S. 
With a U.S. Owner                                    person who is treated as an owner of any portion of the foreign trust.
5471—Information Return of U.S. Persons With         Satisfy the reporting requirements of sections 6038 and 6046, and the related 
Respect to Certain Foreign Corporations              regulations, as well as report amounts related to section 965. Form 5471 and 
                                                     the related schedules are used by certain U.S. persons who are officers, 
                                                     directors, or shareholders in certain foreign corporations. See the Instructions 
                                                     for Form 5471.
5498—IRA Contribution Information                    Report contributions (including rollover contributions) to any IRA, including a 
                                                     SEP, SIMPLE, or Roth IRA, and to report Roth IRA conversions, IRA 
                                                     recharacterizations, and the fair market value (FMV) of the account.
5498-ESA—Coverdell ESA Contribution Information Report contributions (including rollover contributions) to a Coverdell 
                                                     education savings account (ESA).
5498-SA—HSA, Archer MSA, or Medicare                 Report contributions and rollovers to an HSA or Archer MSA and the FMV of 
Advantage MSA Information                            an HSA, Archer MSA, or Medicare Advantage MSA. For more information, 
                                                     see the general and specific instructions for Forms 1098, 1099, 5498, and 
                                                     W-2G. 
5713—International Boycott Report                    Report operations in, or related to, a “boycotting” country, government, 
                                                     company, or national of a country and to figure the loss of certain tax benefits.

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Other Useful Forms
Form                                           Use this form to—
8023—Elections Under Section 338 for           Make elections under section 338 for a “target” corporation if the purchasing 
Corporations Making Qualified Stock Purchases  corporation has made a qualified stock purchase of the target corporation.
8027—Employer's Annual Information Return of Tip  Report receipts from large food or beverage operations, tips reported by 
Income and Allocated Tips                      employees, and allocated tips.
8275—Disclosure Statement                      Disclose items or positions, except those contrary to a regulation, that are not 
                                               otherwise adequately disclosed on a tax return. The disclosure is made to 
                                               avoid the parts of the accuracy-related penalty imposed for disregard of rules 
                                               or substantial understatement of tax. Also use Form 8275 for disclosures 
                                               relating to preparer penalties for understatements due to unrealistic positions 
                                               or disregard of rules.
8275-R—Regulation Disclosure Statement         Disclose any item on a tax return for which a position has been taken that is 
                                               contrary to Treasury regulations.
8281—Information Return for Publicly Offered   Report the issuance of public offerings of debt instruments (obligations).
Original Issue Discount Instruments 
8300—Report of Cash Payments Over $10,000      Report the receipt, in the course of a trade or business, of more than $10,000 
Received in a Trade or Business                in cash or foreign currency in one transaction or a series of related 
                                               transactions.
8594—Asset Acquisition Statement Under Section Report a sale of assets that make up a trade or business if goodwill or going 
1060                                           concern value attaches, or could attach, to such assets and if the buyer's 
                                               basis is determined only by the amount paid for the assets. Both the seller 
                                               and buyer must use this form.
8806—Information Return for Acquisition of Control  Report an acquisition of control or a substantial change in the capital 
or Substantial Change in Capital Structure     structure of a domestic corporation.
8842—Election To Use Different Annualization   Elect one of the annualization periods in section 6655(e)(2) for figuring 
Periods for Corporate Estimated Tax            estimated tax payments under the annualized income installment method.
8849—Claim for Refund of Excise Taxes          Claim a refund of certain excise taxes.
8858—Information Return of U.S. Persons With   Satisfy reporting requirements that apply if the corporation directly or 
Respect to Foreign Disregarded Entities (FDEs) and  indirectly owns a foreign disregarded entity or a foreign branch. A separate 
Foreign Branches (FBs)                         Form 8858 is required for each foreign branch or foreign disregarded entity. 
                                               See the Instructions for Form 8858.

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Other Useful Forms
Form                                           Use this form to—
8865—Return of U.S. Person With Respect to     Report an interest in a foreign partnership. A domestic corporation may have 
Certain Foreign Partnerships                   to file Form 8865 if it: 
                                               1. Controlled a foreign partnership (owned more than a 50% direct or 
                                                   indirect interest in the partnership).
                                               2. Owned at least a 10% direct or indirect interest in a foreign partnership 
                                                   while U.S. persons controlled that partnership.
                                               3. Had an acquisition, disposition, or change in proportional interest of a 
                                                   foreign partnership that: 
                                                           a. Increased its direct interest to at least 10% or reduced its direct 
                                                   interest of at least 10% to less than 10%, or 
                                                           b. Changed its direct interest by at least a 10% interest.
                                               4. Contributed property to a foreign partnership in exchange for a 
                                                   partnership interest if: 
                                                           a. Immediately after the contribution, the corporation directly or 
                                                   indirectly owned at least a 10% interest in the foreign partnership, or 
                                                           b. The FMV of the property the corporation contributed to the foreign 
                                                   partnership in exchange for a partnership interest exceeds $100,000 
                                                   when added to other contributions of property made to the foreign 
                                                   partnership during the preceding 12-month period.
                                               The domestic corporation may also have to file Form 8865 to report certain 
                                               dispositions by a foreign partnership of property it previously contributed to 
                                               that partnership if it was a partner at the time of the disposition. For more 
                                               details, including penalties for failing to file Form 8865, see the Instructions 
                                               for Form 8865.
8873—Extraterritorial Income Exclusion         Figure the amount of extraterritorial income excluded from gross income for 
                                               the tax year (generally repealed for post-2004 income). See the Instructions 
                                               for Form 8873.
8876—Excise Tax on Structured Settlement       Report and pay the 40% excise tax imposed under section 5891.
Factoring Transactions
8883—Asset Allocation Statement Under Section  Report information about transactions involving the deemed sale of corporate 
338                                            assets under section 338.
8886—Reportable Transaction Disclosure Statement Disclose information for each reportable transaction in which the corporation 
                                               participated. Attach Form 8886 to the corporation's income tax return for each 
                                               tax year in which it participated in a reportable transaction. The corporation 
                                               may have to pay a penalty if it is required to file Form 8886 and does not do 
                                               so. Other penalties may also apply. For more details, see the Instructions for 
                                               Form 8886.
8918—Material Advisor Disclosure Statement     Disclose certain information about a reportable transaction to the IRS. 
                                               Material advisors who file Form 8918 will receive a reportable transaction 
                                               number from the IRS. This number must be provided to all taxpayers and 
                                               material advisors for whom the material advisor acts as a material advisor. 
                                               Other reporting requirements apply. See the Instructions for Form 8918.
8990—Limitation on Business Interest Expense   Figure the amount of business interest expense the corporation can deduct 
Under Section 163(j)                           and the amount to carry forward to the next year. See the Instructions for 
                                               Form 8990.
8991—Tax on Base Erosion Payments of Taxpayers  Determine an applicable taxpayer's base erosion minimum tax amount for the 
With Substantial Gross Receipts                year. See the Instructions for Form 8991.
8992—U.S. Shareholder Calculation of Global    Figure a U.S. shareholder's GILTI inclusion for years in which they are U.S. 
Intangible Low-Taxed Income (GILTI)            shareholders of controlled foreign corporations (CFCs). See the Instructions 
                                               for Form 8992.
8993—Section 250 Deduction for Foreign-Derived Figure the amount of the eligible deduction for FDII and GILTI under section 
Intangible Income (FDII) and Global Intangible 250.
Low-Taxed Income (GILTI) 

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                    To help us develop a more useful index, please let us know if you have ideas for index entries.
Index               See “Comments and Suggestions” in the “Introduction” for the ways you can reach us.
 
                                     Electronic filing 5
A                                    Estimated tax 6                  P
Accounting methods      8            Extraordinary dividends 11       Paid-in capital 4
  Accrual method    8                                                 Passive activity limits          15
  Change in accounting method:       F                                Paying estimated tax    7
  Section 481(a) adjustment  8       Figuring:                        Penalties:
  Mark-to-market accounting            Tax 15                          Estimated tax  7
  method    8                        Foreign tax credit 15             Late filing of return 5
  Percentage of completion method  8 Form  6                           Late payment of tax   6
Accounting periods    8                1096  17                        Other 6
Accumulated earnings tax  15           1099-DIV  17                    Trust fund recovery   6
Assistance (See Tax help)              1118  15                       Personal service corporation                         3
At-risk limits 14                      1120  5                        Preference items 10
                                       1120X 14                       Publications (See Tax help)
B                                      1139  14
Backup withholding    17               2220  7                        R
Base erosion minimum tax     15        3800  15                       Recapture taxes:
Below-market loans    11               4255  15                        Childcare facilities and services 
                                       4626  15                        credit   15
C                                      5452  17                        Indian employment credit                          15
Capital contributions   4              7004  5                         Investment credit 15
Capital losses   13                    8611  15                        Low-income housing credit                         15
Charitable contributions  12           8827  15                        New markets credit    15
Closely held corporation  3            8832  3                         Qualified electric vehicle credit                    15
  At-risk limits 14                    8834  15                       Recordkeeping   9
Corporate Alternative Minimum          8845  15                       Related persons  9
  Tax 15                               8874  15                       Retained earnings  15
Corporate preference items   10        8882  15
Corporations, businesses taxed         8912  15                       S
  as 2                                                                Small business taxpayer            8
Credits:                             G                                Start-up costs  9
  Foreign tax  15                    Going into business 9
  General business credit 15                                          T
  Prior year minimum tax  15         I                                Tax help 19
                                     Income tax returns 5             Tax rates 15
D
                                                                      Tax, figuring 15
Distributions:                       L
  Money or property   16             Loans, below-market   11
  Other  17
  Reporting 17                       N
  Stock or stock rights 16
                                     Net operating losses  14
  To shareholders   16
                                     Nontaxable exchange of property 
Dividends-received deduction    10     for stock 3

E                                    O
EFTPS, Electronic Federal Tax        Other useful forms 23
  Payment System      5

Publication 542 (1-2024)                                                                                                    27






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