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            Department of the Treasury                        Contents
            Internal Revenue Service
                                                              Future Developments . . . . . . . . . . . . . . . . . . . . . . .          2
                                                              Photographs of Missing Children                . . . . . . . . . . . . . . 2
Publication 542
(Rev. January 2022)                                           Introduction   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Cat. No. 15072O
                                                              Businesses Taxed as Corporations . . . . . . . . . . . .                   2
                                                              Property Exchanged for Stock . . . . . . . . . . . . . . . .               3
Corporations                                                  Capital Contributions . . . . . . . . . . . . . . . . . . . . . . .        4
                                                              Filing and Paying Income Taxes                 . . . . . . . . . . . . . . 4
                                                              Income Tax Return . . . . . . . . . . . . . . . . . . . . . . .            5
                                                              Penalties      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                                                              Estimated Tax          . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                                                              U.S. Real Property Interest              . . . . . . . . . . . . . . . . . 7
                                                              Accounting Methods           . . . . . . . . . . . . . . . . . . . . . . . 7
                                                              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
                                                              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
                                                              Constructive Distributions             . . . . . . . . . . . . . . . . .   17
                                                              Reporting Dividends and Other Distributions . . . .                        17
Get forms and other information faster and easier at:         How To Get Tax Help          . . . . . . . . . . . . . . . . . . . . . .   19
IRS.gov (English)         IRS.gov/Korean (한국어) 
IRS.gov/Spanish (Español) IRS.gov/Russian (Pусский)       Other Useful Forms for Corporations                  . . . . . . . . . .   23
IRS.gov/Chinese (中文)      IRS.gov/Vietnamese (Tiếng Việt) 
                                                              Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

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                                                                  Getting  tax  forms,  instructions,  and  publications. 
                                                                 Go to IRS.gov/Forms to download current and prior-year 
Future Developments
                                                                 forms, instructions, and publications.
For the latest information about developments related to          Ordering tax forms, instructions, and publications. 
Pub.  542,  such  as  legislation  enacted  after  it  was       Go to IRS.gov/OrderForms to order current forms, instruc-
published, go to IRS.gov/Pub542. For changes that may            tions,  and  publications;  call  800-829-3676  to  order 
affect the current tax year, see the Instructions for Form       prior-year  forms  and  instructions.  The  IRS  will  process 
1120  or  the  applicable  instructions  for  the  corporation’s your order for forms and publications as soon as possible. 
tax return.                                                      Don’t resubmit requests you’ve already sent us. You can 
                                                                 get forms and publications faster online.

                                                                 Additional  forms. A  list  of  other  forms  and  statements 
Photographs of Missing 
                                                                 that a corporation may need to file is included at the end 
Children                                                         of  this  publication.  Also,  see  the  Instructions  for  Form 
                                                                 1120  or  the  applicable  instructions  for  the  corporation’s 
The Internal Revenue Service is a proud partner with the         tax return for additional forms and statements that may be 
National  Center  for  Missing  &  Exploited  Children®          required.
(NCMEC).  Photographs  of  missing  children  selected  by 
the Center may appear in instructions on pages that would        Useful Items
otherwise  be  blank.  You  can  help  bring  these  children    You may want to see:
home  by  looking  at  the  photographs  and  calling 
800-THE-LOST (800-843-5678) if you recognize a child.            Publication
                                                                     510  510 Excise Taxes (Including Fuel Tax Credits and 
                                                                          Refunds)
Introduction
                                                                     535  535 Business Expenses
This publication discusses the general tax laws that apply 
                                                                          538 
to ordinary domestic corporations. It provides supplemen-            538      Accounting Periods and Methods
tal federal income tax information for corporations. It also         544  544 Sales and Other Dispositions of Assets
supplements  the  information  provided  in  the  Instructions 
for  Form  1120,  U.S.  Corporation  Income  Tax  Return.            550  550 Investment Income and Expenses
However, the information given does not cover every sit-             925  925 Passive Activity and At-Risk Rules
uation and is not intended to replace the law or change its 
meaning.                                                             946  946 How To Depreciate Property

Comments  and  suggestions. We  welcome  your  com-
ments  about  this  publication  and  suggestions  for  future 
editions.                                                        Businesses Taxed as 
You  can  send  us  comments  through               IRS.gov/
                                                                 Corporations
FormComments. Or, you can write to:
Internal Revenue Service                                         The rules you must use to determine whether a business 
Tax Forms and Publications                                       is taxed as a corporation changed for businesses formed 
1111 Constitution Ave. NW, IR-6526                               after 1996.
Washington, DC 20224
                                                                 Business formed before 1997.  A business formed be-
                                                                 fore 1997 and taxed as a corporation under the old rules 
Although  we  can’t  respond  individually  to  each  com-       will generally continue to be taxed as a corporation.
ment received, we do appreciate your feedback and will 
consider  your  comments  and  suggestions  as  we  revise       Business formed after 1996.   The following businesses 
our tax forms, instructions, and publications. Don’t send        formed after 1996 are taxed as corporations.
tax questions, tax returns, or payments to the above ad-
dress.                                                           A business formed under a federal or state law that re-
                                                                   fers to it as a corporation, body corporate, or body po-
Getting answers to your tax questions.         If you have         litic.
a tax question not answered by this publication or the How 
To Get Tax Help section at the end of this publication, go       A business formed under a state law that refers to it as 
                                                                   a joint-stock company or joint-stock association.
to  the  IRS  Interactive  Tax  Assistant  page  at IRS.gov/
Help/ITA  where  you  can  find  topics  by  using  the  search  An insurance company.
feature or viewing the categories listed.                          Certain banks.
                                                                 
                                                                 A business wholly owned by a state or local govern-
                                                                   ment.

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A business specifically required to be taxed as a cor-             2. He or she 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 
tions  for  Form  8832.  For  more  information  about  LLCs,        544 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 1120S.
                                                                     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               and  to  groups  who  transfer  property  to  a  corporation.  It 
  period begins on the first day of its tax year and ends            also applies whether the corporation is being formed or is 
  on 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 corpora-
  20% of the corporation's compensation cost for its ac-               tion's debt (other than a security) or for interest on the 
  tivities of performing personal services during the                  corporation'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                      Both the corporation and any person involved in a 
  of the testing period.                                             !       nontaxable  exchange  of  property  for  stock  must 
Personal services.   Personal services include any ac-               CAUTION attach to their income tax returns for the year of 
tivity  performed  in  the  fields  of  accounting,  actuarial  sci- the  exchange,  the  complete  statement  of  all  facts  perti-
ence, architecture, consulting, engineering, health (includ-         nent  to  the  exchange  required  by  Treasury  Regulations 
ing veterinary services), law, and the performing arts.              section 1.351-3.
Employee-owners.     A  person  is  an  employee-owner 
                                                                     Control of a corporation.     To be in control of a corpora-
of  a  personal  service  corporation  if  both  of  the  following 
                                                                     tion, you or your group of transferors must own, immedi-
apply.
                                                                     ately  after  the  exchange,  at  least  80%  of  the  total  com-
1. He or she is an employee of the corporation or per-               bined voting power of all classes of stock entitled to vote 
  forms personal services for, or on behalf of, the cor-             and at least 80% of the outstanding shares of each class 
  poration (even if he or she is an independent contrac-             of nonvoting stock.
  tor for other purposes) on any day of the testing 
  period.                                                            Loss on exchange.  If you have a loss from an exchange 
                                                                     and  own,  directly  or  indirectly,  more  than  50%  of  the 
                                                                     corporation's stock, you cannot deduct the loss. For more 

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information, see Nondeductible Loss under Sales and Ex-            Any contribution by any governmental entity. How-
changes  Between  Related  Persons  in  chapter  2  of  Pub.         ever, 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 which 
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 
tion or another party to the exchange assumes from you a           increase 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  other  property  you  receive  is  its  fair  the  basis  of  any  property  acquired  with  the  contribution 
market value on the date of the trade.                             during  the  12-month  period  beginning  on  the  day  it  re-
                                                                   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-
tion 362(e)(2), the transferor and the acquiring corporation       3. Property subject to cost depletion but not to percent-
may  elect,  under  section  362(e)(2)(C),  to  reduce  the          age depletion.
transferor's basis in the stock received instead of reducing       4. All other remaining properties.
the acquiring corporation's basis in the property transfer-
red. Once made, the election is irrevocable. For more in-          Reduce the basis of property in each category to zero 
formation,  see  section  362(e)(2)  and  Treasury  Regula-        before going on to the next category.
tions section 1.362-4. If an election is made, a statement         There may be more than one piece of property in each 
must  be  filed  in  accordance  with  Regulations  section        category. Base the reduction of the basis of each property 
1.362-4(d)(3).                                                     on the following ratio.

                                                                          Basis of each piece of property
Capital Contributions                                                     Bases of all properties (within that category)

This  section  explains  the  tax  treatment  of  contributions    If the corporation wishes to make this adjustment in some 
from shareholders and nonshareholders.                             other way, it must get IRS approval. The corporation files 
                                                                   a request for approval with its income tax return for the tax 
Paid-in capital. Generally, contributions to the capital of        year in which it receives the contribution.
a corporation, whether or not by shareholders, are paid-in 
capital. These contributions are not taxable to the corpo-
ration. However, after December 22, 2017, the following 
                                                                   Filing and Paying Income 
nonshareholder contributions to the capital of a corpora-
tion are not considered nontaxable paid-in capital.                Taxes
Any contribution in aid of construction or any other 
  contribution as a customer or potential customer.                The federal income tax is a pay-as-you-go tax. A corpora-
                                                                   tion  must  generally  make  estimated  tax  payments  as  it 
Any contribution by any civic group.                             earns or receives income during its tax year. After the end 
                                                                   of the year, the corporation must file an income tax return. 

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This section will help you determine when and how to pay             charged on any part of the final tax due not shown as a 
and file corporate income taxes.                                     balance  due  on  Form  7004.  The  interest  is  figured  from 
                                                                     the original due date of the return to the date of payment.
    For certain corporations affected by federally de-
                                                                     For  more  information,  see  the  Instructions  for  Form 
TIP clared  disasters  such  as  hurricanes,  the  due 
                                                                     7004.
    dates for filing returns, paying taxes, and perform-
ing  other  time-sensitive  acts  may  be  extended.  The  IRS       How to pay your taxes.     A corporation must pay its tax 
may also forgive the interest and penalties on any under-            due in full no later than the due date for filing its tax return 
paid tax for the length of any extension. For more informa-          (not including extensions).
tion, visit IRS.gov/DisasterTaxRelief.
                                                                     Electronic Federal Tax Payment System (EFTPS).
                                                                     Corporations must generally use EFTPS to make deposits 
Income Tax Return                                                    of  all  tax  liabilities  (including  social  security,  Medicare, 
                                                                     withheld  income,  excise,  and  corporate  income  taxes). 
This section will help you determine when and how to re-             For  more  information  on  EFTPS  and  enrollment,  visit 
port a corporation's income tax.                                     www.eftps.gov.
Who must file.      Unless exempt under section 501 of the 
Internal Revenue Code, all domestic corporations in exis-            Penalties
tence for any part of a tax year (including corporations in                  Generally,  if  the  corporation  receives  a  notice 
bankruptcy) must file an income tax return whether or not            !       about interest and penalties after it files its return, 
they have taxable income.                                            CAUTION send  the  IRS  an  explanation  and  we  will  deter-
                                                                     mine  if  the  corporation  meets  reasonable-cause  criteria. 
Which form to file. A domestic entity electing to be clas-
                                                                     Do not attach an explanation when the corporation's re-
sified  as  an  association  taxable  as  a  corporation  must 
                                                                     turn is filed. See the instructions for your income tax re-
generally  file  Form  1120,  U.S.  Corporation  Income  Tax 
                                                                     turn.
Return,  to  report  its  income,  gains,  losses,  deductions, 
credits, and to figure its income tax liability. Certain organ-
izations and entities must, or may elect to, file special re-        Late filing of return. A corporation that does not file its 
turns. For more information, see Special Returns for Cer-            tax return by the due date, including extensions, may be 
tain Organizations in the Instructions for Form 1120.                penalized 5% of the unpaid tax for each month or part of a 
                                                                     month the return is late, up to a maximum of 25% of the 
Electronic  filing. Corporations  can  generally  electroni-         unpaid tax. If the corporation is charged a penalty for late 
cally  file  (e-file)  Form  1120  and  certain  related  forms,     payment  of  tax  (discussed  next)  for  the  same  period  of 
schedules, and attachments. However, certain large cor-              time, the penalty for late filing is reduced by the amount of 
porations  must     e-file  Form  1120.  For  more  information,     the penalty for late payment. A minimum penalty applies 
see the Instructions for Form 1120.                                  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 
return must generally file by the 15th day of the 4th month          can show the failure to file on time was due to a reasona-
after  the  short  period  ends.  A  corporation  that  has  dis-    ble cause.
solved must generally file by the 15th day of the 4th month 
after the date it dissolved.                                         Note.   If  the  corporation  is  charged  a  penalty  for  late 
However,  a  corporation  with  a  fiscal  tax  year  ending         payment  of  tax  (discussed  next)  for  the  same  period  of 
June 30 must file by the 15th day of the 3rd month after             time, the penalty for late filing is reduced by the amount of 
the end of its tax year. A corporation with a short tax year         the penalty for late payment.
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              Late  payment  of  tax. A  corporation  that  does  not  pay 
3rd month after the end of its tax year.                             the tax when due may be penalized half of 1% of the un-
If the due date falls on a Saturday, Sunday, or legal hol-           paid tax for each month or part of a month the tax is not 
iday, the due date is extended to the next business day.             paid, up to a maximum of 25% of the unpaid tax. The pen-
                                                                     alty will not be imposed if the corporation can show that 
Extension of time to file.   File Form 7004, Application             the failure to pay on time was due to a reasonable cause.
for Automatic Extension of Time To File Certain Business 
Income  Tax,  Information,  and  Other  Returns,  to  request        Trust  fund  recovery  penalty. If  federal  income,  social 
an extension of time to file a corporation’s income tax re-          security, and Medicare taxes that a corporation must with-
turn.  The  IRS  will  grant  the  extension  if  the  corporation   hold from employee wages are not withheld or are not de-
completes the form properly, files it, and pays any tax due          posited or paid to the U.S. Treasury, the trust fund recov-
by the original due date for the return.                             ery penalty may apply. The penalty is the full amount of 
Form 7004 does not extend the time for paying the tax                the unpaid trust fund tax. This penalty may apply to you if 
due on the return. Interest, and possibly penalties, will be 

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these unpaid taxes cannot be immediately collected from                Method 1.     Each required installment is 25% of the in-
the business.                                                          come  tax  the  corporation  will  show  on  its  return  for  the 
The trust fund recovery penalty may be imposed on all                  current year.
persons who are determined by the IRS to be responsible 
                                                                       Method 2.     Each required installment is 25% of the in-
for collecting, accounting for, and paying these taxes, and 
                                                                       come tax shown on the corporation's return for the previ-
who acted willfully in not doing so.
                                                                       ous year.
A responsible person can be an officer or employee of 
                                                                       To use Method 2:
a  corporation,  an  accountant,  or  a  volunteer  director/
trustee. A responsible person may also include one who                 1. The corporation must have filed a return for the previ-
signs checks for the corporation or otherwise has author-              ous year,
ity to cause the spending of business funds.
                                                                       2. The return must have been for a full 12 months, and
“Willfully” means voluntarily, consciously, and intention-
ally.  A  responsible  person  acts  willfully  if  the  person        3. The return must have shown a positive tax liability 
knows the required actions are not taking place or reck-               (not zero).
lessly disregards obvious and known risks to the govern-
ment’s right to receive trust fund taxes.                              Also, if the corporation is a large corporation, it can use 
For more information on withholding and paying these                   Method 2 to figure the first installment only.
taxes,  see  Pub.  15  (Circular  E),  Employer's  Tax  Guide,         See the Instructions for Form 1120-W, for the definition 
and  Pub.  51  (Circular  A),  Agricultural  Employer's  Tax           of  a  “large  corporation”  and  other  special  rules  for  large 
Guide.                                                                 corporations.
                                                                       Other methods.  If a corporation's income is expected 
Other  penalties. Other  penalties  can  be  imposed  for              to vary during the year because, for example, its business 
negligence, substantial understatement of tax, reportable              is seasonal, it may be able to lower the amount of one or 
transaction  understatements,  and  fraud.  See  sections              more required installments by using one or both of the fol-
6662, 6662A, and 6663 of the Internal Revenue Code.                    lowing methods.
                                                                       1. The annualized income installment method.
Estimated Tax
                                                                       2. The adjusted seasonal installment method.
Generally, a corporation must make installment payments 
if  it  expects  its  estimated  tax  for  the  year  to  be  $500  or Use  Schedule  A  of  Form  1120-W  to  determine  if  using 
more.  If  the  corporation  does  not  pay  the  installments         one or both of these methods will lower the amount of any 
when  they  are  due,  it  could  be  subject  to  an  underpay-       required installments.
ment  penalty.  This  section  will  explain  how  to  avoid  this     Refiguring required installments. If after the corpo-
penalty.                                                               ration figures and deposits its estimated tax it finds that its 
                                                                       tax liability for the year will be more or less than originally 
When  to  pay  estimated  tax. Installment  payments  are 
                                                                       estimated, it may have to refigure its required installments 
due by the 15th day of the 4th, 6th, 9th, and 12th months 
                                                                       to see if an underpayment penalty may apply. An immedi-
of the corporation's tax year.
                                                                       ate catch-up payment should be made to reduce any pen-
Example 1.    Your corporation's tax year ends Decem-                  alty resulting from the underpayment of any earlier install-
ber  31.  Installment  payments  are  due  on  April  15,  June        ments.
15, September 15, and December 15.
                                                                       Underpayment penalty. If the corporation does not pay 
Example 2.    Your corporation's tax year ends June 30.                a required installment of estimated tax by its due date, it 
Installment payments are due on October 15, December                   may be subject to a penalty. The penalty is figured sepa-
15, March 15, and June 15.                                             rately for each installment due date. Therefore, the corpo-
If  any  due  date  falls  on  a  Saturday,  Sunday,  or  legal        ration may owe a penalty for an earlier due date, even if it 
holiday, the installment is due on the next business day.              paid enough tax later to make up the underpayment. This 
                                                                       is true even if the corporation is due a refund when its re-
How  to  figure  each  required  installment. Use  Form                turn is filed.
1120-W, Estimated Tax for Corporations, as a worksheet 
                                                                       Form  2220.    Use  Form  2220,  Underpayment  of  Esti-
to figure each required installment of estimated tax. You 
                                                                       mated Tax by Corporations, to determine if a corporation 
generally use one of the following two methods to figure 
                                                                       is  subject  to  the  penalty  for  underpayment  of  estimated 
each required installment. You should use the method that 
                                                                       tax and to figure the amount of the penalty.
yields the smallest installment payments.
                                                                       If the corporation is charged a penalty, the amount of 
Note.    In these discussions, “return” generally refers to            the penalty depends on the following three factors.
the  corporation's  original  return.  However,  an  amended           1. The amount of the underpayment.
return is considered the original return if it is filed by the 
due date (including extensions) of the original return.                2. The period during which the underpayment was due 
                                                                       and unpaid.

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3. The interest rate for underpayments published quar-
  terly by the IRS in the Internal Revenue Bulletin.
                                                                   Accounting Methods
A corporation generally does not have to file Form 2220 
with its income tax return because the IRS will figure any         An accounting method is a set of rules used to determine 
penalty and bill the corporation. However, even if the cor-        when and how income and expenses are reported. Taxa-
poration does not owe a penalty, complete and attach the           ble income should be determined using the method of ac-
form to the corporation's tax return if any of the following       counting regularly used in keeping the corporation's books 
apply.                                                             and  records.  In  all  cases,  the  method  used  must  clearly 
                                                                   show taxable income.
1. The annualized income installment method was used 
  to figure any required installment.                              Generally, permissible methods include:
2. The adjusted seasonal installment method was used               Cash,
  to figure any required installment.
                                                                   Accrual, or
3. The corporation is a large corporation figuring its first 
                                                                   Any other method authorized by the Internal Revenue 
  required installment based on the prior year's tax.
                                                                     Code.
How to pay estimated tax. A corporation is generally re-
                                                                   Accrual method.    Generally, a corporation, other than a 
quired to use EFTPS to pay its taxes. See Electronic Fed-
                                                                   qualified personal service corporation (as defined in sec-
eral Tax Payment System (EFTPS), earlier. Also, see the 
                                                                   tion 448(d)(2)), must use an accrual method of accounting 
Instructions for Form 1120-W.
                                                                   if  it  is  not  a  small  business  taxpayer  (defined  below).  A 
Quick refund of overpayments.  A corporation that has              corporation engaged in farming operations must also use 
overpaid its estimated tax for the tax year may be able to         an accrual method, unless it qualifies as a small business 
apply for a quick refund. Use Form 4466, Corporation Ap-           taxpayer.
plication  for  Quick  Refund  of  Overpayment  of  Estimated      Small  business  taxpayer. A  “small  business  tax-
Tax, to apply for a quick refund of an overpayment of esti-        payer” is a taxpayer that (a) has average annual gross re-
mated  tax.  A  corporation  can  apply  for  a  quick  refund  if ceipts of $26 million or less (adjusted for inflation) for the 3 
the overpayment is:                                                prior tax years, and (b) is not a tax shelter (as defined in 
At least 10% of its expected tax liability, and                  section 448(d)(3)).
At least $500.                                                   If  inventories  are  required,  an  accrual  method  must 
Use Form 4466 to figure the corporation's expected tax li-         generally  be  used  for  sales  and  purchases  of  merchan-
ability and the overpayment of estimated tax.                      dise.  However,  a  small  business  taxpayer  using  a  cash 
                                                                   method can adopt or change its accounting method to ac-
File  Form  4466  after  the  end  of  the  corporation’s  tax     count for inventories (a) in the same manner as materials 
year, but before the corporation files its income tax return.      and supplies that are nonincidental, or (b) to conform to its 
Do not file Form 4466 before the end of the corporation's          treatment  of  inventories  in  an  applicable  financial  state-
tax year. An extension of time to file the corporation's in-       ment (AFS) as defined in section 451(b)(3). If it does not 
come  tax  return  will  not  extend  the  time  for  filing  Form have an AFS, it can use the method of accounting used in 
4466. The IRS will act on the form within 45 days from the         its books and records prepared according to its account-
date you file it.                                                  ing procedures.
                                                                   Under an accrual method of accounting, you generally 
U.S. Real Property Interest                                        report income in the year it is earned and deduct or capi-
                                                                   talize  expenses  in  the  year  incurred.  The  purpose  of  an 
If a domestic corporation acquires a U.S. real property in-        accrual method of accounting is to match income and ex-
terest from a foreign person or firm, the corporation may          penses in the correct year.
have to withhold tax on the amount it pays for the prop-
erty. The amount paid includes cash, the fair market value         Income.  Generally, you include an amount in gross in-
of other property, and any assumed liability. If a domestic        come for the tax year in which the all events test is met. 
corporation  distributes  a  U.S.  real  property  interest  to  a This test is met when all events have occurred which fix 
foreign person or firm, it may have to withhold tax on the         your  right  to  receive  the  income  and  you  can  determine 
fair market value of the property. A corporation that fails to     the  amount  with  reasonable  accuracy.  However,  if  you 
withhold may be liable for the tax and any penalties and           have an AFS, you include the amount in income no later 
interest that apply. For more information, see section 1445        than  when  the  item  of  income  is  reported  in  your  AFS. 
of  the  Internal  Revenue  Code;  Pub.  515,  Withholding  of     This is known as the AFS inclusion rule.
Tax  on  Nonresident  Aliens  and  Foreign  Entities;  Form        Under  the  AFS  income  inclusion  rule,  you  report  an 
8288,  U.S.  Withholding  Tax  Return  for  Dispositions  by       amount in your gross income upon the earliest of the fol-
Foreign  Persons  of  U.S.  Real  Property  Interests;  and        lowing events:
Form  8288-A,  Statement  of  Withholding  on  Dispositions        When you receive payment.
by Foreign Persons of U.S. Real Property Interests.
                                                                   When the income amount is due to you.

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 When you earn the income.                                      Mark-to-market  accounting  method. Generally,  deal-
                                                                  ers in securities must use the mark-to-market accounting 
 When title passes.
                                                                  method described in section 475 of the Internal Revenue 
 When included as revenue in your AFS, if you have an           Code. Under this method, any security held by a dealer as 
   AFS.                                                           inventory must be included in inventory at its fair market 
   See  Pub.  538  for  additional  information  and  special     value.  Any  security  not  held  as  inventory  at  the  close  of 
rules.                                                            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 
   Expenses. Generally,  an  accrual  basis  taxpayer  can        must be taken into account in determining gross income. 
deduct accrued expenses in the tax year when:                     The gain or loss taken into account is treated as ordinary 
1. All events that determine the liability have occurred,         gain or loss.
                                                                  Dealers  in  commodities  and  traders  in  securities  and 
2. The amount of the liability can be figured with reason-        commodities can elect to use the mark-to-market account-
   able accuracy, and                                             ing method.
3. Economic performance takes place with respect to 
                                                                  Change  in  accounting  method. A  corporation  can 
   the expense.
                                                                  change its method of accounting used to report taxable in-
   There are exceptions to the economic performance rule          come (for income as a whole or for the treatment of any 
for certain items, including recurring expenses. See sec-         material item). The corporation must file Form 3115, Ap-
tion 461(h) of the Internal Revenue Code and the related          plication  for  Change  in  Accounting  Method.  See  the  In-
regulations  for  the  rules  for  determining  when  economic    structions for Form 3115 and Pub. 538 for more informa-
performance takes place.                                          tion and exceptions.
                                                                  See  Rev.  Proc.  2021-34,  2021-35  I.R.B.  337  (or  any 
Nonaccrual  experience  method.     Accrual  method  cor-         successor)  available  at IRS.gov/irb/2021-35_IRB#REV-
porations are not required to maintain accruals for certain       PROC-2021-34, for additional procedures that may apply 
amounts from the performance of services that, based on           for obtaining automatic consent to change methods of ac-
their experience, will not be collected, if:                      counting for revenue recognition and certain other meth-
 The services are in the fields of health, law, engineer-       ods of accounting that may affect the accounting for reve-
   ing, architecture, accounting, actuarial science, per-         nue  recognition.  Also,  see  Rev.  Proc.  2022-09,  2022-02 
   forming arts, or consulting; or                                I.R.B.  310  (or  any  successor)  available  at IRS.gov/irb/
                                                                  2022-02_IRB#REV-PROC-2022-9,  for  additional  proce-
 The corporation meets the section 448(c) gross re-             dures  that  may  apply  for  obtaining  automatic  consent  to 
   ceipts test for all prior years.                               change  certain  methods  of  accounting  related  to  small 
   This provision does not apply if interest is required to       businesses.
be paid on the amount or if there is any penalty for failure 
                                                                  Section 481(a) adjustment. If the corporation's taxa-
to  pay  the  amount  timely.  See  Regulations  section 
                                                                  ble  income  for  the  current  tax  year  is  figured  under  a 
1.448-3  for  more  information  on  the  nonaccrual  experi-
                                                                  method  of  accounting  different  from  the  method  used  in 
ence method, including information on safe harbor meth-
                                                                  the preceding tax year, the corporation may have to make 
ods.
                                                                  an adjustment under section 481(a) of the Internal Reve-
   For  information  on  a  book  safe  harbor  method  of  ac-
                                                                  nue Code to prevent amounts of income or expense from 
counting for corporations that use the nonaccrual experi-
                                                                  being  duplicated  or  omitted.  The  section  481(a)  adjust-
ence  method  of  accounting,  see  Rev.  Proc.  2011-46, 
                                                                  ment period is generally 1 year for a net negative adjust-
2011-42 I.R.B. 518,        available         at IRS.gov/irb/
                                                                  ment and 4 years for a net positive adjustment. However, 
2011-42_IRB#RP-2011-46,  as  modified  by  Rev.  Proc. 
                                                                  exceptions  to  the  general  section  481(a)  adjustment  pe-
2016-29, 2016-21 I.R.B. 880 (or any successor) available 
                                                                  riod  may  apply.  Also,  in  some  cases,  a  corporation  can 
at IRS.gov/irb/2016-21_IRB#RP-2016-29.  Also,  see  the 
                                                                  elect to modify the section 481(a) adjustment period. The 
Instructions for Form 3115 for procedures to obtain auto-
                                                                  corporation may have to complete the appropriate lines of 
matic consent to change to this method or make certain 
                                                                  Form 3115 to make an election. See the Instructions for 
changes within this method.
                                                                  Form 3115 for more information and exceptions.
   Corporations that qualify to use the nonaccrual experi-
ence  method  should  attach  a  statement  showing  total 
gross  receipts,  the  amount  not  accrued  because  of  the 
application of section 448(d)(5), and the net amount ac-          Accounting Periods
crued.
                                                                  A corporation must figure its taxable income on the basis 
Percentage  of  completion  method.          Long-term  con-      of a tax year. A tax year is the annual accounting period a 
tracts  (except  for  certain  real  property  construction  con- corporation uses to keep its records and report its income 
tracts) must generally be accounted for using the percent-        and expenses. Generally, a corporation can use either a 
age of completion method described in section 460 of the          calendar year or a fiscal year as its tax year. Unless spe-
Internal Revenue Code.                                            cial rules apply, a corporation generally adopts a tax year 

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by  filing  its  first  federal  income  tax  return  using  that  tax Start-up costs are costs for creating an active trade or 
year. For more information, see Pub. 538.                              business or investigating the creation or acquisition of an 
                                                                       active trade or business. Organizational costs are the di-
Personal service corporation. A personal service cor-                  rect costs of creating the corporation.
poration must use a calendar year as its tax year unless:
                                                                       For  more  information  on  deducting  or  amortizing 
It elects to use a 52-53-week tax year that ends with                start-up and organizational costs, see the instructions for 
  reference to the calendar year or tax year elected un-               your  income  tax  return.  Also,  see  Pub.  535,  chapter  7, 
  der section 444 of the Internal Revenue Code;                        Costs You Can Deduct or Capitalize, and chapter 8, Am-
It can establish a business purpose for a different tax              ortization.
  year and obtains approval of the IRS (see the Instruc-
  tions for Form 1128 and Pub. 538); or                                Related Persons

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

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  Family includes only brothers and sisters (including            your income tax return. For more information, see the In-
  half brothers and half sisters), a spouse, ancestors,           structions for Form 1120, or the instructions for your appli-
  and lineal descendants.                                         cable income tax return.

3. Any individual owning (other than by applying (2)              Dividends  from  foreign  corporations.    Generally, 
  above) stock in a corporation, is treated as also own-          100%  of  the  foreign-source  portion  of  dividends  (and 
  ing the stock owned directly or indirectly by that indi-        items treated as dividends) from 10%-owned foreign cor-
  vidual's partner.                                               porations  may  be  deducted.  The  stock  with  respect  to 
4. To apply (1), (2), or (3) above, stock constructively          which  such  dividends  are  received  must  meet  a  special 
  owned by a person under (1) is treated as actually              365-day holding period and does not include certain “hy-
  owned by that person. But stock constructively owned            brid” dividend payments. See Form 1120, Schedule C (or 
  by an individual under (2) or (3) is not treated as ac-         the applicable schedule of your income tax return) for de-
  tually owned by the individual for applying either (2) or       tails regarding this deduction. Also see the Instructions for 
  (3) to make another person the constructive owner of            Form 1120, or the instructions for your applicable income 
  that stock.                                                     tax return.

Reallocation  of  income  and  deductions.   Where  it  is        Note. This deduction is not subject to the limit on de-
necessary to clearly show income or prevent tax evasion,          duction for dividends related to dividends from domestic 
the IRS can reallocate gross income, deductions, credits,         corporations, discussed below.
or allowances between two or more organizations, trades, 
                                                                  Dividends from domestic corporations.    A corporation 
or  businesses  owned  or  controlled  directly,  or  indirectly, 
                                                                  can deduct, within certain limits, 50% of the dividends re-
by the same interests.
                                                                  ceived if the corporation receiving the dividend owns less 
Complete liquidations. The disallowance of losses from            than  20%  of  the  corporation  distributing  the  dividend.  If 
the sale or exchange of property between related persons          the corporation owns 20% or more of the distributing cor-
does not apply to liquidating distributions.                      poration's  stock,  it  can,  subject  to  certain  limits,  deduct 
                                                                  65% of the dividends received.
More information.   For more information about the rela-
                                                                  Ownership. For  these  rules,  ownership  is  based  on 
ted person rules, see Pub. 544.
                                                                  the amount of voting power and value of the paying corpo-
                                                                  ration's stock (other than certain preferred stock) that the 
Corporate Preference Items                                        receiving corporation owns.

A  corporation  must  make  special  adjustments  to  certain     Small  business  investment  companies.  Small  busi-
items before it takes them into account in determining its        ness investment companies can deduct 100% of the divi-
taxable  income.  These  items  are  known  as  “corporate        dends received from taxable domestic corporations.
preference items” and they include the following.
                                                                  Dividends  from  regulated  investment  companies. 
Gain on the disposition of section 1250 property.               Regulated  investment  company  dividends  received  are 
  For more information, see Section 1250 Property un-             subject  to  certain  limits.  Capital  gain  dividends  received 
  der Depreciation Recapture in chapter 3 of Pub. 544.            from  a  regulated  investment  company  do  not  qualify  for 
Percentage depletion for iron ore and coal (in-                 the  deduction.  For  more  information,  see  section  854  of 
  cluding lignite). For more information, see Mines               the Internal Revenue Code.
  and Geothermal Deposits under Mineral Property in 
                                                                  No deduction allowed for certain dividends.            Corpora-
  chapter 9 of Pub. 535.
                                                                  tions cannot take a deduction for dividends received from 
Amortization of pollution control facilities. For               the following entities.
  more information, see Pollution Control Facilities in 
  chapter 8 of Pub. 535 and section 291(a)(4) of the In-          1. A real estate investment trust (REIT).
  ternal Revenue Code.                                            2. A corporation exempt from tax under section 501 or 
Mineral exploration and development costs. For                  521 of the Internal Revenue Code either for the tax 
  more information, see Exploration Costs and Develop-            year of the distribution or the preceding tax year.
  ment Costs in chapter 7 of Pub. 535.                            3. A corporation whose stock was held less than 46 
For more information on corporate preference items, see           days during the 91-day period beginning 45 days be-
section 291 of the Internal Revenue Code.                         fore the stock became ex-dividend with respect to the 
                                                                  dividend. “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.

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5. Any corporation, if your corporation is under an obli-      for  dividends  received.  After  claiming  the  dividends-re-
gation (pursuant to a short sale or otherwise) to make         ceived deduction of $65,000 ($100,000 × 65%), its taxa-
related payments with respect to positions in substan-         ble  income  is  $5,000.  Because  the  corporation  will  not 
tially similar or related property.                            have an NOL after applying a full dividends-received de-
                                                               duction, its allowable dividends-received deduction is limi-
Dividends on deposits.      Dividends on deposits or with-     ted to 65% of its taxable income, or $45,500 ($70,000 × 
drawable accounts in domestic building and loan associa-       65%).
tions, mutual savings banks, cooperative banks, and simi-
lar organizations are interest, not dividends. They do not 
qualify for this deduction.                                    Extraordinary Dividends

Limit on deduction for dividends.    The total deduction       If  a  corporation  receives  an  extraordinary  dividend  on 
for dividends received or accrued is generally limited (in     stock held 2 years or less before the dividend announce-
the following order) to:                                       ment date, it must generally reduce its basis in the stock 
                                                               by the nontaxed part of the dividend. The nontaxed part is 
1. 65% of the difference between taxable income and            any  dividends-received  deduction  allowable  for  the  divi-
the 100% deduction allowed for dividends received              dends.
from affiliated corporations, or by a small business in-
vestment company, for dividends received or accrued            Extraordinary  dividend.    An  extraordinary  dividend  is 
from 20%-owned corporations; then                              any  dividend  on  stock  that  equals  or  exceeds  a  certain 
                                                               percentage  of  the  corporation's  adjusted  basis  in  the 
2. 80% of the difference between taxable income and            stock. The percentages are:
the 100% deduction allowed for dividends received 
from affiliated corporations, or by a small business in-       1. 5% for stock preferred as to dividends, or
vestment company, for dividends received or accrued 
                                                               2. 10% for other stock.
from less-than-20%-owned corporations (reducing 
taxable income by the total dividends received from            Treat  all  dividends  received  that  have  ex-dividend  dates 
20%-owned corporations).                                       within  an  85-consecutive-day  period  as  one  dividend. 
                                                               Treat  all  dividends  received  that  have  ex-dividend  dates 
Figuring the limit.      In figuring the limit, determine taxa-
                                                               within a 365-consecutive-day period as extraordinary divi-
ble income without the following items.
                                                               dends if the total of the dividends exceeds 20% of the cor-
1. The net operating loss deduction.                           poration's adjusted basis in the stock.

2. The deduction for income attributable to domestic           Disqualified preferred stock. Any dividend on disquali-
production activities of specified agricultural or horti-      fied  preferred  stock  is  treated  as  an  extraordinary  divi-
cultural cooperatives.                                         dend regardless of the period of time the corporation held 
3. The deduction for dividends received.                       the stock.
                                                               Disqualified preferred stock is any stock preferred as to 
4. Any adjustment due to the nontaxable part of an ex-         dividends if any of the following apply.
traordinary dividend (see Extraordinary Dividends 
later).                                                        1. The stock when issued has a dividend rate that de-
                                                               clines (or can reasonably be expected to decline) in 
5. Any capital loss carryback to the tax year.                 the future.
Effect  of  net  operating  loss. If  a  corporation  has  a   2. The issue price of the stock exceeds its liquidation 
net operating loss (NOL) for a tax year, the limit of 65% (or  rights or stated redemption price.
50%)  of  taxable  income  does  not  apply.  To  determine 
whether  a  corporation  has  an  NOL,  figure  the  divi-     3. The stock is otherwise structured to avoid the rules for 
dends-received  deduction  without  the  65%  (or  50%)  of    extraordinary dividends and to enable corporate 
taxable income limit.                                          shareholders to reduce tax through a combination of 
                                                               dividends-received deductions and loss on the dispo-
Example 1. A corporation loses $75,000 from opera-             sition of the stock.
tions.  It  receives  $100,000  in  dividends  from  a 
20%-owned  corporation.  Its  taxable  income  is  $25,000     More  information. For  more  information  on  extraordi-
($100,000 – $75,000) before the deduction for dividends        nary dividends, see section 1059 of the Internal Revenue 
received. If it claims the full dividends-received deduction   Code.
of $65,000 ($100,000 × 65%) and combines it with an op-
erations loss of $75,000, it will have an NOL of ($40,000).    Below-Market Loans
Therefore, the 65% of taxable income limit does not apply. 
The corporation can deduct the full $65,000.                   If  a  corporation  receives  a  below-market  loan  and  uses 
                                                               the proceeds for its trade or business, it may be able to 
Example 2. Assume the same facts as in         Example 1,      deduct the forgone interest.
except that the corporation only loses $30,000 from oper-
ations. Its taxable income is $70,000 before the deduction     A below-market loan is a loan on which no interest is 
                                                               charged  or  on  which  interest  is  charged  at  a  rate  below 

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the applicable federal rate. A below-market loan is gener-       2. The dividends-received deduction.
ally  treated  as  an  arm's-length  transaction  in  which  the 
                                                                 3. The deduction allowed under section 249 of the Inter-
borrower  is  considered  as  having  received  both  the  fol-
                                                                 nal Revenue Code for bond premium.
lowing.
A loan in exchange for a note that requires payment of         4. Any deduction for income attributable to domestic 
  interest at the applicable federal rate.                       production activities of specified agricultural or horti-
                                                                 cultural cooperatives.
An additional payment in an amount equal to the for-
  gone interest.                                                 5. Any net operating loss carryback to the tax year.
Treat the additional payment as a gift, dividend, contribu-      6. Any capital loss carryback to the tax year.
tion  to  capital,  payment  of  compensation,  or  other  pay-  Carryover  of  excess  contributions.  You  can  carry 
ment, depending on the substance of the transaction.             over,  within  certain  limits,  to  each  of  the  subsequent  5 
Foregone  interest. For  any  period,  forgone  interest  is     years any charitable contributions made during the current 
equal to:                                                        year that exceed the 10% limit. You lose any excess not 
                                                                 used within that period. Do not deduct a carryover of ex-
1. The interest that would be payable for that period if in-     cess contributions in the carryover year until after you de-
  terest accrued on the loan at the applicable federal           duct contributions made in that year (subject to the 10% 
  rate and was payable annually on December 31, mi-              limit). You cannot deduct a carryover of excess contribu-
  nus                                                            tions to the extent it increases a net operating loss carry-
                                                                 over.
2. Any interest actually payable on the loan for the pe-
  riod.                                                          Farmers, ranchers, or Native Corporations.              Corpora-
See    Below-market  loans  in  chapter  4  of  Pub.  535  for   tions  that  are  farmers,  ranchers,  or  Native  Corporations, 
more information.                                                see  section  170(b)(2)  of  the  Internal  Revenue  Code  for 
                                                                 special rules that may affect the deduction limit.

Charitable Contributions                                         Temporary  suspension  of  limitation. For  temporary 
                                                                 suspensions  of  the  10%  taxable  income  limitations  for 
A corporation can claim a limited deduction for charitable 
                                                                 qualified contributions made in 2020 and 2021, see the In-
contributions made in cash or other property. The contri-
                                                                 structions for Form 1120 or the instructions for your appli-
bution is deductible if made to, or for the use of, a qualified 
                                                                 cable tax return.
organization. For more information on qualified organiza-
tions,  see  Pub.  526,  Charitable  Contributions.  Also,  see  Cash  contributions.  A  corporation  must  maintain  a  re-
Tax Exempt Organization Search at IRS.gov/Charities, the         cord of any contribution of cash, check, or other monetary 
online search tool for finding information on organizations      contribution, regardless of the amount. The record can be 
eligible to receive tax-deductible contributions.                a bank record, receipt, letter, or other written communica-
                                                                 tion from the donee indicating the name of the organiza-
Note.     You  cannot  take  a  deduction  if  any  of  the  net 
                                                                 tion,  the  date  of  the  contribution,  and  the  amount  of  the 
earnings of an organization receiving contributions benefit 
                                                                 contribution. Keep the record of the contribution with the 
any private shareholder or individual.
                                                                 other corporate records. Do not attach the records to the 
Cash  method  corporation. A  corporation  using  the            corporation's return. For more information on cash contri-
cash  method  of  accounting  deducts  contributions  in  the    butions, see Pub. 526.
tax year paid.                                                   Gifts of $250 or more. Generally, no deduction is al-
                                                                 lowed for any contribution of $250 or more unless the cor-
Accrual  method  corporation. A  corporation  using  an 
                                                                 poration gets a written acknowledgement from the donee 
accrual method of accounting can choose to deduct un-
                                                                 organization.  The  acknowledgement  should  show  the 
paid contributions for the tax year the board of directors 
                                                                 amount of cash contributed, a description of the property 
authorizes them if it pays them by the due date for filing 
                                                                 contributed (but not its value), and either gives a descrip-
the  corporation’s  tax  return  (not  including  extensions). 
                                                                 tion and a good faith estimate of the value of any goods or 
Make the choice by reporting the contribution on the cor-
                                                                 services  provided  in  return  for  the  contribution  or  states 
poration's return for the tax year. Attach a declaration stat-
                                                                 that no goods or services were provided in return for the 
ing that the board of directors adopted the resolution dur-
                                                                 contribution. The acknowledgement must be obtained by 
ing the tax year. The declaration must include the date the 
                                                                 the due date (including extensions) of the return, or, if ear-
resolution was adopted.
                                                                 lier, the date the return was filed. Keep the acknowledge-
Limitations on deduction.  A corporation cannot deduct           ment with other corporate records. Do not attach the ac-
charitable contributions that exceed 10% of its taxable in-      knowledgement to the return.
come for the tax year. Figure taxable income for this pur-
                                                                 Contributions of property other than cash.        If a corpo-
pose without the following.
                                                                 ration (other than a closely held or a personal service cor-
1. The deduction for charitable contributions.                   poration) claims a deduction of more than $500 for contri-
                                                                 butions of property other than cash, a schedule describing 

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the  property  and  the  method  used  to  determine  its  fair   Contributions of any patent, certain copyrights, trade-
market value must be attached to the corporation's return.          mark, trade name, trade secret, know-how, software 
In addition, the corporation should keep a record of:               (that is a section 197 intangible), or similar property, or 
                                                                    applications or registrations of such property.
The approximate date and manner of acquisition of 
  the donated property, and                                       Larger deduction.  A corporation (other than an S cor-
The cost or other basis of the donated property held            poration)  may  be  able  to  claim  a  deduction  equal  to  the 
  by the donor for less than 12 months prior to contribu-         lesser of (a) the basis of the donated inventory or property 
  tion.                                                           plus half of the inventory’s or property's appreciation (gain 
                                                                  if the donated inventory or property was sold at fair market 
Closely  held  and  personal  service  corporations  must         value on the date of the donation), or (b) two times basis 
complete  and  attach  Form  8283,  Noncash  Charitable           of the donated inventory or property. This deduction may 
Contributions, to their returns if they claim a deduction of      be allowed for certain contributions of the following.
more  than  $500  for  noncash  contributions.  For  all  other 
corporations,  if  the  deduction  claimed  for  donated  prop-   Certain inventory and other property made to a donee 
erty exceeds $5,000, complete Form 8283 and attach it to            organization and used solely for the care of the ill, the 
the corporation's return.                                           needy, and infants. Special rules apply to qualified 
A  corporation  must  obtain  a  qualified  appraisal  for  all     contributions of “apparently wholesome food” (see 
deductions  of  property  claimed  in  excess  of  $5,000.  A       section 170(e)(3)(C) of the Internal Revenue Code).
qualified appraisal is not required for the donation of cash,     Scientific property constructed by the corporation 
publicly traded securities, inventory, and any qualified ve-        (other than an S corporation, personal holding com-
hicles sold by a donee organization without any significant         pany, or personal service corporation) and donated no 
intervening  use  or  material  improvement.  The  appraisal        later than 2 years after substantial completion of the 
should  be  maintained  with  other  corporate  records  and        construction. The property must be donated to a quali-
only attached to the corporation's return when the deduc-           fied organization and its original use must be by the 
tion claimed exceeds $500,000 ($20,000 for donated art              donee for research, experimentation, or research 
work).                                                              training within the United States in the area of physical 
See Form 8283 for more information.                                 or biological science.
Qualified conservation contributions.      If a corpora-
                                                                  Contributions  to  organizations  conducting  lobbying 
tion makes a qualified conservation contribution, the cor-
                                                                  activities. Contributions  made  to  an  organization  that 
poration must provide information regarding the legal in-
                                                                  conducts lobbying activities are not deductible if:
terest  being  donated,  the  fair  market  value  of  the 
underlying property before and after the donation, and a          The lobbying activities relate to matters of direct finan-
description  of  the  conservation  purpose  for  which  the        cial interest to the donor's trade or business, and
property will be used. For more information, see section          The principal purpose of the contribution was to avoid 
170(h) of the Internal Revenue Code.                                federal income tax by obtaining a deduction for activi-
Contributions of used vehicles.        A corporation is al-         ties that would have been nondeductible under the 
lowed a deduction for the contribution of used motor vehi-          lobbying expense rules if conducted directly by the 
cles, boats, and airplanes. The deduction is limited, and           donor.
other special rules apply. For more information, see Pub. 
                                                                  More  information. For  more  information  on  charitable 
526.
                                                                  contributions, including substantiation and recordkeeping 
Reduction  for  contributions  of  certain  property.             requirements,  see  section  170  of  the  Internal  Revenue 
For  a  charitable  contribution  of  property,  the  corporation Code, the related regulations, and Pub. 526.
must reduce the contribution by the sum of:
The ordinary income and short-term capital gain that            Capital Losses
  would have resulted if the property were sold at its fair 
  market value; and                                               A  corporation  can  deduct  capital  losses  only  up  to  the 
                                                                  amount of its capital gains. In other words, if a corporation 
For certain contributions, the long-term capital gain           has an excess capital loss, it cannot deduct the loss in the 
  that would have resulted if the property were sold at its       current  tax  year.  Instead,  it  carries  the  loss  to  other  tax 
  fair market value.                                              years and deducts it from any net capital gains that occur 
The reduction for the long-term capital gain applies to:          in those years.
Contributions of tangible personal property for use by          A capital loss is carried to other years in the following 
  an exempt organization for a purpose or function unre-          order.
  lated to the basis for its exemption;
                                                                  1. 3 years prior to the loss year.
Contributions of any property to or for the use of cer-
  tain private foundations except for stock for which             2. 2 years prior to the loss year.
  market quotations are readily available; and                    3. 1 year prior to the loss year.
                                                                  4. Any loss remaining is carried forward for 5 years.

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When you carry a net capital loss to another tax year, treat       two of more NOLs to the same year, see Pub. 536, Net 
it as a short-term loss. It does not retain its original identity  Operating  Losses  (NOLs)  for  Individuals,  Estates,  and 
as long term or short term.                                        Trusts.
Example. A  calendar  year  corporation  has  a  net               A  corporation's  NOL  generally  differs  from  individual, 
short-term capital gain of $3,000 and a net long-term capi-        estate, and trust NOLs in the following ways.
tal loss of $9,000. The short-term gain offsets some of the        1. A corporation can take different deductions when fig-
long-term  loss,  leaving  a  net  capital  loss  of  $6,000.  The   uring an NOL.
corporation treats this $6,000 as a short-term loss when 
carried back or forward.                                           2. A corporation must make different modifications to its 
The corporation carries the $6,000 short-term loss back              taxable income in the carryback or carryforward year 
3  years.  In  year  1,  the  corporation  had  a  net  short-term   when figuring how much of the NOL is used and how 
capital gain of $8,000 and a net long-term capital gain of           much is carried over to the next year.
$5,000.  It  subtracts  the  $6,000  short-term  loss  first  from 3. A corporation uses different forms when claiming an 
the net short-term gain. This results in a net capital gain          NOL deduction.
for year 1 of $7,000. This consists of a net short-term capi-
tal gain of $2,000 ($8,000 − $6,000) and a net long-term           4. A corporation is not subject to section 461, which lim-
capital gain of $5,000.                                              its the amount of losses from the trades or businesses 
                                                                     of noncorporate taxpayers.
S corporation status.        A corporation may not carry a 
capital loss from, or to, a year for which it is an S corpora-     For more information, including how to figure the NOL 
tion.                                                              deduction  for  the  current  tax  year  and  any  carryback  or 
                                                                   carryforward, see the Instructions for Form 1139, and the 
Rules  for  carryover  and  carryback.      When  carrying  a      instructions for the corporation's tax return.
capital loss from 1 year to another, the following rules ap-
ply.                                                               At-Risk Limits
When figuring the current year's net capital loss, you 
  cannot combine it with a capital loss carried from an-           The  at-risk  rules  limit  your  losses  from  most  activities  to 
  other year. In other words, you can carry capital los-           your amount at risk in the activity. The at-risk limits apply 
  ses only to years that would otherwise have a total net          to certain closely held corporations (other than S corpora-
  capital gain.                                                    tions).
If you carry capital losses from 2 or more years to the          The amount at risk generally equals:
  same year, deduct the loss from the earliest year first.         The money and the adjusted basis of property contrib-
You cannot use a capital loss carried from another                 uted by the taxpayer to the activity, and
  year to produce or increase a net operating loss in the          The money borrowed for the activity.
  year to which you carry it back.
                                                                   Closely held corporation. For the at-risk rules, a corpo-
Refunds. When you carry back a capital loss to an earlier          ration is a closely held corporation if, at any time during 
tax year, refigure your tax for that year. If your corrected       the last half of the tax year, more than 50% in value of its 
tax  is  less  than  the  tax  you  originally  owed,  use  either outstanding stock is owned directly or indirectly by, or for, 
Form 1139, Corporate Application for Tentative Refund, or          five or fewer individuals.
Form 1120X, Amended U.S. Corporation Income Tax Re-                To  figure  if  more  than  50%  in  value  of  the  stock  is 
turn, to apply for a refund.                                       owned  by  five  or  fewer  individuals,  apply  the  following 
Form 1139.        A corporation can get a refund faster by         rules.
using Form 1139. It cannot file Form 1139 before filing the        1. Stock owned, directly or indirectly, by or for a corpora-
return for the corporation's capital loss year, but it must file     tion, partnership, estate, or trust is considered owned 
Form 1139 no later than 1 year after the year it sustains            proportionately by its shareholders, partners, or bene-
the capital loss.                                                    ficiaries.
Form  1120X.      If  the  corporation  does  not  file  Form      2. An individual is considered to own the stock owned, 
1139, it must file Form 1120X to apply for a refund. The             directly or indirectly, by or for his or her family. Family 
corporation must file the Form 1120X within 3 years of the           includes only brothers and sisters (including half 
due date, including extensions, for filing the return for the        brothers and half sisters), a spouse, ancestors, and 
year in which it sustains the capital loss.                          lineal descendants.
                                                                   3. If a person holds an option to buy stock, he or she is 
Net Operating Losses
                                                                     considered to be the owner of that stock.
A corporation generally figures and deducts a net operat-          4. When applying (1) or (2) above, stock considered 
ing loss (NOL) the same way an individual, estate, or trust          owned by a person under (1) or (3) above is treated 
does. For more information on these general rules, includ-           as actually owned by that person. Stock considered 
ing the sequencing rule for when the corporation carries             owned by an individual under (2) is not treated as 

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  owned by the individual for again applying (2) to con-               Any qualified electric vehicle passive activity credit 
  sider another the owner of that stock.                                 from prior years allowed for the current year from 
                                                                         Form 8834. See Form 8810, Corporate Passive Activ-
5. Stock that may be considered owned by an individual 
                                                                         ity Loss and Credit Limitations, to see if a credit is al-
  under either (2) or (3) above is considered owned by 
                                                                         lowed for the current year for personal service corpo-
  the individual under (3).
                                                                         rations and closely held corporations.
More  information. For  more  information  on  the  at-risk            General business credit.
limits, see Pub. 925, Passive Activity and At-Risk Rules.                   See  Form  3800  for  a  list  of  allowable  business 
                                                                         credits  and  other  special  rules.  General  business 
Passive Activity Limits                                                  credits are treated as used on a first-in, first-out basis 
                                                                         by  offsetting  the  earliest-earned  credits  first.  There-
The passive activity rules generally limit your losses from              fore, the order in which the credits are used in any tax 
passive activities to your passive activity income. Gener-               year is as follows.
ally,  you  are  in  a  passive  activity  if  you  have  a  trade  or      1. Carryforwards to that year, the earliest ones first.
business activity in which you do not materially participate 
during the tax year, or you have a rental activity.                         2. The general business credit earned in that year.
The passive activity rules apply to personal service cor-                   3. The carryback to that year.
porations and closely held corporations other than S cor-                   Note. To carryback an unused credit, the corpora-
porations.                                                               tion  must  file  an  amended  return  (Form  1120X,  or 
                                                                         other amended return) for the prior year, or an appli-
Corporations subject to the passive activity limitations 
                                                                         cation for tentative refund (Form 1139).
must  complete  Form  8810.  For  more  information  on  the 
passive activity limits, see the Instructions for Form 8810            Credit for prior year minimum tax, if applicable (see 
and Pub. 925.                                                            Form 8827).
                                                                       Bond credits (see Form 8912).
                                                                        A corporation is also allowed certain refundable credits 
Figuring Tax                                                           such as the credit for federal tax on fuels used for certain 
                                                                       nontaxable  purposes  (Form  4136).  See  the  instructions 
After you figure a corporation's taxable income, you figure            for the corporation's income tax return for a list of other re-
its tax. This section discusses the tax rates, credits, and            fundable  credits  that  may  be  allowed  for  the  current  tax 
recapture taxes.                                                       year.

Tax Rates                                                              Recapture Taxes

Corporations,  including  qualified  personal  service  corpo-         A  corporation's  tax  liability  is  increased  if  it  recaptures 
rations,  figure  their  tax  by  multiplying  taxable  income  by     credits  it  has  taken  in  prior  years.  The  following  list  in-
21% (0.21). If the corporation is a member of a controlled             cludes some credits a corporation may need to recapture.
group,  the  corporation  must  also  complete  Schedule  O 
(Form 1120), Consent Plan and Apportionment Schedule                   Investment credit (see the Instructions for Form 4255).
for a Controlled Group, to report the apportionment of cer-            Low-income housing credit (see the Instructions for 
tain tax benefits between the members of the group. See                  Form 8611).
Schedule O (Form 1120) and the Instructions for Sched-                   New markets credit (see the Instructions for Form 
                                                                       
ule O (Form 1120) for more information.                                  8874).
                                                                       Employer-provided childcare facilities and services 
Base Erosion Minimum Tax
                                                                         credit (see the Instructions for Form 8882).
If a corporation has gross receipts of at least $500 million           Indian employment credit (see the Instructions for 
in any 1 of the 3 tax years preceding the current tax year,              Form 8845).
a tax equal to the base erosion minimum tax amount for                  See the credits listed in the Instructions for Form 3800 
the tax year may be imposed. This tax is reported using                for additional credits that may be subject to recapture.
Form 8991. See the Instructions for Form 8991 for addi-
tional information.

                                                                       Accumulated Earnings Tax
Credits
                                                                       A corporation can accumulate its earnings for a possible 
A corporation's tax liability is reduced by allowable credits. 
                                                                       expansion or other bona fide business reasons. However, 
The following list includes some of the credits available to 
                                                                       if a corporation allows earnings to accumulate beyond the 
corporations.
                                                                       reasonable needs of the business, it may be subject to an 
Foreign tax credit (see Form 1118).                                  accumulated  earnings  tax  of  20%.  If  the  accumulated 

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earnings  tax  applies,  interest  applies  to  the  tax  from  the      Certain distributions to 20% corporate shareholders 
date  the  corporate  return  was  originally  due,  without  ex-          (section 301(e)).
tensions.
To  determine  if  the  corporation  is  subject  to  this  tax,      Money or Property Distributions
first  treat  an  accumulation  of  $250,000  or  less  generally 
as within the reasonable needs of most businesses. Treat              Most distributions are in money, but they may also be in 
an accumulation of $150,000 or less as within the reason-             stock or other property. For this purpose, “property” gen-
able needs of a business whose principal function is per-             erally does not include stock in the corporation or rights to 
forming services in the fields of accounting, actuarial sci-          acquire this stock. However, see Distributions of Stock or 
ence,  architecture,  consulting,  engineering,  health               Stock Rights, later.
(including  veterinary  services),  law,  and  the  performing         A  corporation  generally  does  not  recognize  a  gain  or 
arts.                                                                 loss on the distributions covered by the rules in this sec-
In determining if the corporation has accumulated earn-               tion. However, see Gain from property distributions, later.

ings  and  profits  beyond  its  reasonable  needs,  value  the       Amount distributed.   The amount of a distribution is gen-
listed and readily marketable securities owned by the cor-            erally  the  amount  of  any  money  paid  to  the  shareholder 
poration and purchased with its earnings and profits at net           plus the fair market value (FMV) of any property transfer-
liquidation value, not at cost.                                       red to the shareholder. However, this amount is reduced 
Reasonable needs of the business include the follow-                  (but not below zero) by the following liabilities.
ing.                                                                     Any liability of the corporation the shareholder as-
Specific, definite, and feasible plans for use of the                    sumes in connection with the distribution.
  earnings accumulation in the business.                                 Any liability to which the property is subject immedi-
The amount necessary to redeem the corporation's                         ately before, and immediately after, the distribution.
  stock included in a deceased shareholder's gross es-                The FMV of any property distributed to a shareholder be-
  tate, if the amount does not exceed the reasonably                  comes the shareholder's basis in that property.
  anticipated total estate and inheritance taxes and fu-
  neral and administration expenses incurred by the                   Gain  from  property  distributions. A  corporation  will 
  shareholder's estate.                                               recognize a gain on the distribution of property to a share-
                                                                      holder if the FMV of the property is more than its adjusted 
The absence of a bona fide business reason for a cor-
                                                                      basis. This is generally the same treatment the corpora-
poration's  accumulated  earnings  may  be  indicated  by 
                                                                      tion would receive if the property were sold. However, for 
many  different  circumstances,  such  as  a  lack  of  regular 
                                                                      this purpose, the FMV of the property is the greater of the 
distributions  to  its  shareholders  or  withdrawals  by  the 
                                                                      following amounts.
shareholders  classified  as  personal  loans.  However,  ac-
tual moves to expand the business generally qualify as a                 The actual FMV.
bona fide use of the accumulations.                                        The amount of any liabilities the shareholder assumed 
                                                                      
The fact that a corporation has an unreasonable accu-                      in connection with the distribution of the property.
mulation  of  earnings  is  sufficient  to  establish  liability  for  If the property was depreciable or amortizable, the cor-
the accumulated earnings tax unless the corporation can               poration may have to treat all or part of the gain as ordi-
show the earnings were not accumulated to allow its indi-             nary income from depreciation recapture. For more infor-
vidual shareholders to avoid income tax.                              mation on depreciation recapture and the sale of business 
                                                                      property, see Pub. 544.

Distributions to Shareholders                                         Distributions of Stock
                                                                      or Stock Rights
This  section  discusses  corporate  distributions  of  money, 
stock, or other property to a shareholder with respect to             Distributions  by  a  corporation  of  its  own  stock  are  com-
the shareholder's ownership of stock. However, this sec-              monly  known  as  “stock  dividends.”  Stock  rights  (also 
tion  does  not  discuss  the  special  rules  that  apply  to  the   known as “stock options”) are distributions by a corpora-
following distributions. See the applicable sections of the           tion of rights to acquire its stock. Distributions of stock div-
Internal Revenue Code.                                                idends  and  stock  rights  are  generally  tax  free  to  share-
Distributions in redemption of stock (section 302).                 holders.  However,  if  any  of  the  following  apply  to  their 
                                                                      distribution, stock and stock rights are treated as property, 
Distributions in complete liquidation of the corporation            as discussed under    Money or Property Distributions, ear-
  (sections 331 through 346).                                         lier.
Distributions in corporate organizations (section 351). 
                                                                      1. Any shareholder has the choice to receive cash or 
  Also, see Property Exchanged for Stock, earlier.
                                                                           other property instead of stock or stock rights.
Distributions in corporate reorganizations (sections 
  354 through 368).

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2. The distribution gives cash or other property to some          shareholder. For a shareholder who is not a corporation, if 
shareholders and an increase in the percentage inter-             the  FMV  of  the  property  on  the  date  of  the  sale  or  ex-
est in the corporation's assets or earnings and profits           change exceeds the price paid by the shareholder, the ex-
to other shareholders.                                            cess is treated as a distribution to the shareholder.

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 
4. The distribution gives preferred stock to some com-            shareholder  would  charge  to  a  stranger  for  use  of  the 
mon stock shareholders and gives common stock to                  same property, the excessive part of the rent may be trea-
other common stock shareholders.                                  ted as a distribution to the shareholder. For more informa-
                                                                  tion, see Unreasonable rent in chapter 3 of Pub. 535.
5. The distribution is on preferred stock. (An increase in 
the conversion ratio of convertible preferred stock               Unreasonable  salaries. If  a  corporation  pays  an  em-
made solely to take into account a stock dividend,                ployee who is also a shareholder a salary that is unrea-
stock split, or similar event that would otherwise result         sonably high considering the services actually performed 
in reducing the conversion right is not a distribution on         by  the  shareholder-employee,  the  excessive  part  of  the 
preferred stock.)                                                 salary  may  be  treated  as  a  distribution  to  the  share-
                                                                  holder-employee.
The term “stock” includes rights to acquire stock and the 
term “shareholder” includes a holder of rights or converti-
ble securities.                                                   Reporting Dividends and Other 
                                                                  Distributions
Constructive  stock  distributions. You  must  treat  cer-
tain transactions that increase a shareholder's proportion-       A corporate distribution to a shareholder is generally trea-
ate interest in the earnings and profits or assets of a cor-      ted as a distribution of earnings and profits. Any part of a 
poration  as  if  they  were  distributions  of  stock  or  stock distribution  from  either  current  or  accumulated  earnings 
rights.  These  constructive  distributions  are  treated  as     and  profits  is  reported  to  the  shareholder  as  a  dividend. 
property if they have the same result as a distribution de-       Any  part  of  a  distribution  that  is  not  from  earnings  and 
scribed in (2), (3), (4), or (5) above. Constructive distribu-    profits is applied against and reduces the adjusted basis 
tions are described later.                                        of the stock in the hands of the shareholder. To the extent 
This treatment applies to a change in your stock's con-           the balance is more than the adjusted basis of the stock, 
version  ratio  or  redemption  price,  a  difference  between    the  shareholder  has  a  gain  (usually  a  capital  gain)  from 
your stock's redemption price and issue price, a redemp-          the sale or exchange of property.
tion that is not treated as a sale or exchange of your stock, 
and  any  other  transaction  having  a  similar  effect  on  a   For  information  on  shareholder  reporting  of  corporate 
shareholder's interest in the corporation.                        distributions,  see  Pub.  550,  Investment  Income  and  Ex-
                                                                  penses.
Expenses of issuing a stock dividend.      You cannot de-
duct the expenses of issuing a stock dividend. These ex-          Form 1099-DIV.  File Form 1099-DIV, Dividends and Dis-
penses  include  printing,  postage,  cost  of  advice  sheets,   tributions, with the IRS for each shareholder to whom the 
fees paid to transfer agents, and fees for listing on stock       corporation has paid dividends and other distributions on 
exchanges. The corporation must capitalize these costs.           stock of $10 or more during a calendar year. A corporation 
                                                                  must  generally  send  Forms  1099-DIV  to  the  IRS  with 
                                                                  Form 1096, Annual Summary and Transmittal of U.S. In-
Constructive Distributions
                                                                  formation Returns, by February 28 (March 31 if filing elec-
                                                                  tronically) of the year following the year of the distribution. 
The  following  sections  discuss  transactions  that  may  be 
                                                                  For  more  information,  see  the  General  Instructions  for 
treated as distributions.
                                                                  Certain  Information  Returns  (Forms  1096,  1097,  1098, 
Below-market  loans.     If  a  corporation  gives  a  share-     1099, 3921, 3922, 5498, and W-2G).
holder a loan on which no interest is charged or on which         Generally,  the  corporation  must  furnish  Forms 
interest is charged at a rate below the applicable federal        1099-DIV to shareholders by January 31 of the year fol-
rate, the interest not charged may be treated as a distribu-      lowing the close of the calendar year during which it made 
tion  to  the  shareholder.  For  more  information,  see Be-     the  distributions.  However,  the  corporation  may  furnish 
low-Market Loans, earlier.                                        the Form 1099-DIV to shareholders after November 30 of 
                                                                  the year of the distributions if it has made its final distribu-
Corporation cancels shareholder's debt.    If a corpora-          tions for the year. The corporation may furnish the Form 
tion  cancels  a  shareholder's  debt  without  repayment  by     1099-DIV  to  shareholders  anytime  after  April  30  of  the 
the shareholder, the amount canceled is treated as a dis-         year of the distributions if it gives the Form 1099-DIV with 
tribution to the shareholder.                                     the final distributions for the calendar year.
                                                                  If any regular due date falls on a Saturday, Sunday, or 
Transfers  of  property  to  shareholders  for  less  than        legal  holiday,  file  by  the  next  business  day.  A  business 
FMV. A sale or exchange of property by a corporation to           day is any day that is not a Saturday, Sunday, or legal hol-
a  shareholder  may  be  treated  as  a  distribution  to  the    iday.

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Backup  withholding.    Dividends  may  be  subject  to               1. Divide the current year earnings and profits by the to-
backup withholding. For more information on backup with-              tal distributions made during the year.
holding, see the General Instructions for Certain Informa-
                                                                      2. Multiply each distribution by the percentage figured in 
tion Returns.
                                                                      (1) to get the amount treated as a distribution of cur-
Form 5452.   File Form 5452, Corporate Report of Nondi-               rent year earnings and profits.
vidend  Distributions,  if  nondividend  distributions  were          3. Start with the first distribution and treat the part of 
made to shareholders.                                                 each distribution greater than the allocated current 
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-
ration must file Form 5452 with its income tax return due             4. If accumulated earnings and profits are reduced to 
for  the  first  fiscal  year  ending  after  the  calendar  year  in zero, the remaining part of each distribution is applied 
which the nondividend distributions were made.                        against and reduces the adjusted basis of the stock in 
                                                                      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-
tions made during the year, all distributions made during             Example. You are the only shareholder of a corpora-
the year are treated as distributions of current year earn-           tion that uses the calendar year as its tax year. In January, 
ings and profits. If the total amount of distributions is more        you  use  the  worksheet  in  the  Form  5452  instructions  to 
than the earnings and profits for the year, see Accumula-             figure your corporation's current year earnings and profits 
ted earnings and profits, later.                                      for the previous year. At the beginning of the year, the cor-
                                                                      poration'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       end of the year (before subtracting distributions made dur-
figure your corporation's current year earnings and profits           ing the year), the corporation had $10,000 of current year 
for  the  previous  year.  During  the  year,  the  corporation       earnings and profits.
made  four  $1,000  distributions  to  you.  At  the  end  of  the    Since the corporation's current year earnings and prof-
year  (before  subtracting  distributions  made  during  the          its ($10,000) were less than the distributions it made dur-
year), the corporation had $10,000 of current year earn-              ing the year ($16,000), part of each distribution is treated 
ings and 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                 treated as a distribution of current year earnings and 
to 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 
Accumulated  earnings  and  profits.   If  a  corporation's           as a distribution from accumulated earnings and prof-
current year earnings and profits (figured as of the close            its. The corporation distributed $6,000 ($1,500 × 4) of 
of  the  year  without  reduction  for  any  distributions  made      accumulated earnings and profits.
during the year) are less than the total distributions made           The remaining $14,000 ($20,000 − $6,000) of accumula-
during the year, part or all of each distribution is treated as       ted earnings and profits is available for use in the follow-
a distribution of accumulated earnings and profits. Accu-             ing year.
mulated earnings and profits are earnings and profits the             The corporation must issue a Form 1099-DIV to you to 
corporation 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 
year earnings and profits, see   Current year earnings and            to 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.

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1. If the current year earnings and profits balance is neg-                      March 31 Distribution
ative, prorate the negative balance to the date of each 
                                                                  Accumulated earnings and profits. . . . . . . . . . . . . .  $20,000 
distribution made during the year.                                Prorated current year earnings and profits. . . . . . . . .  ($2,500)
2. Figure the available accumulated earnings and profits          Accumulated earnings and profits available. . . . . . . .    $17,500 
balance on the date of each distribution by subtract-             Amount of distribution treated as a dividend. . . . . . .    ($4,000)
ing the prorated amount of current year earnings and 
                                                                                 June 30 Distribution
profits from the accumulated balance.
                                                                  Accumulated earnings and profits. . . . . . . . . . . . . .  $13,500 
3. Treat each distribution as a distribution of these ad-         Prorated current year earnings and profits. . . . . . . . .  ($2,500)
justed accumulated earnings and profits.                          Accumulated earnings and profits available. . . . . . . .    $11,000 
                                                                  Amount of distribution treated as a dividend. . . . . . .    ($4,000)
4. If adjusted accumulated earnings and profits are re-
duced to zero, the remaining distributions are applied                           September 30 Distribution
against and reduce the adjusted basis of the stock in 
                                                                  Accumulated earnings and profits. . . . . . . . . . . . . .  $7,000 
the hands of the shareholders. To the extent that the             Prorated current year earnings and profits. . . . . . . . .  ($2,500)
balance is more than the adjusted basis of the stock,             Accumulated earnings and profits available. . . . . . . .    $4,500 
it is treated as a gain from the sale or exchange of              Amount of distribution treated as a dividend. . . . . . .    ($4,000)
property.
                                                                                 December 31 Distribution
Example.    You are the only shareholder of a corpora-
                                                                  Accumulated earnings and profits. . . . . . . . . . . . . .  $500 
tion that uses the calendar year as its tax year. In January,     Prorated current year earnings and profits. . . . . . . . .  ($2,500)
you  use  the  worksheet  in  the  Form  5452  instructions  to   Accumulated earnings and profits available. . . . . . . .    ($2,000)
figure your corporation's current year earnings and profits       Amount of distribution treated as a dividend. . . . . . .    $0 
for the previous year. At the beginning of the year, the cor-     Nondividend amount (reduction of stock basis or gain 
poration's accumulated earnings and profits balance was           from sale/exchange of property). . . . . . . . . . . . . . . $4,000 
$20,000.  During  the  year,  the  corporation  made  four        Year-end accumulated earnings and profits. . . . . . . .     ($2,000)
$4,000  distributions  to  you  on  March  31,  June  30,  Sep-
                                                                  The corporation must issue a Form 1099-DIV to you to 
tember 30, and December 31. At the end of the year (be-
                                                                  report $12,000 of the $16,000 distributed to you during the 
fore  subtracting  distributions  made  during  the  year),  the 
                                                                  previous  year  as  dividends.  The  corporation  must  use 
corporation had a negative $10,000 current year earnings 
                                                                  Form 1096 to report this information to the IRS. The cor-
and profits balance.
                                                                  poration  does  not  deduct  these  dividends  on  its  income 
Since the corporation had no current year earnings and 
                                                                  tax  return.  However,  the  corporation  must  attach  Form 
profits, all of the distributions are treated as distributions of 
                                                                  5452 to this return to report the nondividend distribution.
accumulated earnings and profits. Treat the distributions 
as follows.                                                           For more information about figuring earnings and 
                                                                  TIP profits,  see  the  Worksheet  for  Figuring  Current 
1. Prorate the negative current year earnings and profits 
                                                                      Year  Earnings  and  Profits  in  the  Form  5452  in-
balance to the date of each distribution made during 
                                                                  structions.
the year. The negative $10,000 can be spread evenly 
by prorating a negative $2,500 to each distribution.
2. The following table shows how to figure the available 
accumulated earnings and profits balance on the date              How To Get Tax Help
of each distribution.
                                                                  If you have questions about a tax issue; need help prepar-
                                                                  ing your tax return; or want to download free publications, 
                                                                  forms, or instructions, go to IRS.gov to find resources that 
                                                                  can help you right away.

                                                                  Using online tools to help prepare your return.              Go to 
                                                                  IRS.gov/Tools for the following.
                                                                  The Online EIN Application IRS.gov/EIN (                 ) helps you 
                                                                    get an employer identification number (EIN) at no 
                                                                    cost.
                                                                  The Tax Calendar TAX.gov/calendar (                ) helps you track 
                                                                    important business tax dates and deadlines right from 
                                                                    your desktop.
                                                                  The FATCA FFI List Search and Download Tool 
                                                                    (IRS.gov/fatca-ffilist) makes it easier to find out if a 
                                                                    Foreign Financial Institution has registered with 
                                                                    FATCA.

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The Electronic Federal Tax Payment System                       number  (TIN)  or  other  confidential  information  on  social 
  (IRS.gov/EFTPS) is a free tax payment system that al-           media sites. Always protect your identity when using any 
  lows you to pay your federal taxes online or by phone           social networking site.
  with EFTPS.                                                      The following IRS YouTube channels provide short, in-
                                                                  formative videos on various tax-related topics in English, 
      Getting  answers  to  your  tax  questions.  On 
                                                                  Spanish, and ASL.
      IRS.gov,  you  can  get  up-to-date  information  on 
      current events and changes in tax law.                       Youtube.com/irsvideos.
IRS.gov/Help: A variety of tools to help you get an-             Youtube.com/irsvideosmultilingua.
  swers to some of the most common tax questions.
                                                                   Youtube.com/irsvideosASL.
IRS.gov/ITA: The Interactive Tax Assistant, a tool that 
  will ask you questions and, based on your input, pro-           Watching      IRS     videos. The IRS   Video          portal 
  vide answers on a number of tax law topics.                     (IRSVideos.gov)  contains  video  and  audio  presentations 
                                                                  for individuals, small businesses, and tax professionals.
IRS.gov/Forms: Find forms, instructions, and publica-
  tions. You will find details on 2021 tax changes and            Online  tax  information  in  other  languages.        You  can 
  hundreds of interactive links to help you find answers          find  information  on IRS.gov/MyLanguage  if  English  isn’t 
  to your questions.                                              your native language.
You may also be able to access tax law information in 
                                                                  Free  Over-the-Phone  Interpreter  (OPI)  Service.     The 
  your electronic filing software.
                                                                  IRS is committed to serving our multilingual customers by 
                                                                  offering OPI services. The OPI service is a federally fun-
Need someone to prepare your tax return?      There are           ded  program  and  is  available  at  Taxpayer  Assistance 
various types of tax return preparers, including tax prepar-      Centers  (TACs),  other  IRS  offices,  and  every  VITA/TCE 
ers, enrolled agents, certified public accountants (CPAs),        return site. OPI service is accessible in more than 350 lan-
attorneys, and many others who don’t have professional            guages.
credentials. If you choose to have someone prepare your 
tax  return,  choose  that  preparer  wisely.  A  paid  tax  pre- Accessibility  Helpline  available  for  taxpayers  with 
parer is:                                                         disabilities. Taxpayers  who  need  information  about  ac-
                                                                  cessibility  services  can  call  833-690-0598.  The  Accessi-
Primarily responsible for the overall substantive accu-         bility Helpline can answer questions related to current and 
  racy of your return,                                            future accessibility products and services available in al-
Required to sign the return, and                                ternative media formats (for example, braille, large print, 
                                                                  audio, etc.).
Required to include their preparer tax identification 
  number (PTIN).                                                  Getting  tax  forms  and  publications. Go  to         IRS.gov/
Although  the  tax  preparer  always  signs  the  return,         Forms to view, download, or print all of the forms, instruc-
you're ultimately responsible for providing all the informa-      tions, and publications you may need. Or, you can go to 
tion  required  for  the  preparer  to  accurately  prepare  your IRS.gov/OrderForms to place an order.
return.  Anyone  paid  to  prepare  tax  returns  for  others 
should have a thorough understanding of tax matters. For          Getting  tax  publications  and  instructions  in  eBook 
more information on how to choose a tax preparer, go to           format. You  can  also  download  and  view  popular  tax 
Tips for Choosing a Tax Preparer on IRS.gov.                      publications  and  instructions  on  mobile  devices  as 
                                                                  eBooks at IRS.gov/eBooks.
Coronavirus.    Go  to IRS.gov/Coronavirus  for  links  to  in-
formation on the impact of the coronavirus, as well as tax         Note.  IRS  eBooks  have  been  tested  using  Apple's 
relief available for individuals and families, small and large    iBooks for iPad. Our eBooks haven’t been tested on other 
businesses, and tax-exempt organizations.                         dedicated  eBook  readers,  and  eBook  functionality  may 
                                                                  not operate as intended.
Employers can register to use Business Services On-
line. The Social Security Administration (SSA) offers on-         Reporting  and  resolving  your  tax-related  identity 
line service at SSA.gov/employer for fast, free, and secure       theft issues. 
online  W-2  filing  options  to  CPAs,  accountants,  enrolled    Tax-related identity theft happens when someone 
agents,  and  individuals  who  process  Form  W-2,  Wage            steals your personal information to commit tax fraud. 
and Tax Statement, and Form W-2c, Corrected Wage and                 Your taxes can be affected if your TIN is used to file a 
Tax Statement.                                                       fraudulent return or to claim a refund or credit.
IRS social media.   Go to IRS.gov/SocialMedia to see the           The IRS doesn’t initiate contact with taxpayers by 
various social media tools the IRS uses to share the latest          email, text messages, telephone calls, or social media 
information on tax changes, scam alerts, initiatives, prod-          channels to request personal or financial information. 
ucts,  and  services.  At  the  IRS,  privacy  and  security  are    This includes requests for personal identification num-
our highest priority. We use these tools to share public in-         bers (PINs), passwords, or similar information for 
formation with you. Don’t post your taxpayer identification          credit cards, banks, or other financial accounts.

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Go to IRS.gov/IdentityTheft, the IRS Identity Theft           Contacting your local IRS office.  Keep in mind, many 
  Central webpage, for information on identity theft and        questions can be answered on IRS.gov without visiting an 
  data security protection for taxpayers, tax professio-        IRS TAC. Go to IRS.gov/LetUsHelp for the topics people 
  nals, and businesses. If your TIN has been lost or sto-       ask about most. If you still need help, IRS TACs provide 
  len or you suspect you’re a victim of tax-related iden-       tax help when a tax issue can’t be handled online or by 
  tity theft, you can learn what steps you should take.         phone. All TACs now provide service by appointment, so 
                                                                you’ll know in advance that you can get the service you 
Making a tax payment. Go to     IRS.gov/Payments for in-        need  without  long  wait  times.  Before  you  visit,  go  to 
formation on how to make a payment using any of the fol-        IRS.gov/TACLocator to find the nearest TAC and to check 
lowing options.                                                 hours,  available  services,  and  appointment  options.  Or, 
IRS Direct Pay: Pay your tax bill or estimated tax pay-       on  the  IRS2Go  app,  under  the  Stay  Connected  tab, 
  ment directly from your checking or savings account           choose the Contact Us option and click on “Local Offices.”
  at no cost to you.
Debit or Credit Card: Choose an approved payment              The Taxpayer Advocate Service (TAS) 
  processor to pay online or by phone.                          Is Here To Help You
Electronic Funds Withdrawal: Schedule a payment               What Is TAS?
  when filing your federal taxes using tax return prepara-
  tion software or through a tax professional.                  TAS is an independent organization within the IRS that 
                                                                helps taxpayers and protects taxpayer rights. Their job is 
Electronic Federal Tax Payment System: Best option 
                                                                to ensure that every taxpayer is treated fairly and that you 
  for businesses. Enrollment is required.
                                                                know and understand your rights under the Taxpayer Bill 
Check or Money Order: Mail your payment to the ad-            of Rights.
  dress listed on the notice or instructions.
Cash: You may be able to pay your taxes with cash at          How Can You Learn About Your Taxpayer 
  a participating retail store.                                 Rights?

Same-Day Wire: You may be able to do same-day                 The Taxpayer Bill of Rights describes 10 basic rights that 
  wire from your financial institution. Contact your finan-     all  taxpayers  have  when  dealing  with  the  IRS.  Go  to 
  cial institution for availability, cost, and time frames.     TaxpayerAdvocate.IRS.gov to help you understand what 
                                                                these rights mean to you and how they apply. These are 
Note.   The IRS uses the latest encryption technology to 
                                                                your rights. Know them. Use them.
ensure that the electronic payments you make online, by 
phone, or from a mobile device using the IRS2Go app are 
safe and secure. Paying electronically is quick, easy, and      What Can TAS Do for You?
faster than mailing in a check or money order.
                                                                TAS can help you resolve problems that you can’t resolve 
What  if  I  can’t  pay  now? Go  to IRS.gov/Payments  for      with  the  IRS.  And  their  service  is  free.  If  you  qualify  for 
more information about your options.                            their  assistance,  you  will  be  assigned  to  one  advocate 
                                                                who will work with you throughout the process and will do 
Apply for an online payment agreement IRS.gov/ (              everything  possible  to  resolve  your  issue.  TAS  can  help 
  OPA) to meet your tax obligation in monthly install-          you if:
  ments if you can’t pay your taxes in full today. Once 
  you complete the online process, you will receive im-         Your problem is causing financial difficulty for you, 
  mediate notification of whether your agreement has              your family, or your business;
  been approved.                                                You face (or your business is facing) an immediate 
Use the Offer in Compromise Pre-Qualifier to see if             threat of adverse action; or
  you can settle your tax debt for less than the full           You’ve tried repeatedly to contact the IRS but no one 
  amount you owe. For more information on the Offer in            has responded, or the IRS hasn’t responded by the 
  Compromise program, go to IRS.gov/OIC.                          date promised.
Understanding  an  IRS  notice  or  letter  you’ve  re-
                                                                How Can You Reach TAS?
ceived. Go to IRS.gov/Notices to find additional informa-
tion about responding to an IRS notice or letter.               TAS  has  offices in  every  state,  the  District  of  Columbia, 
You  can  use  Schedule  LEP,  Request  for  Change  in         and Puerto Rico. Your local advocate’s number is in your 
Language Preference, to state a preference to receive no-       local  directory  and  at TaxpayerAdvocate.IRS.gov/
tices,  letters,  or  other  written  communications  from  the Contact-Us. You can also call them at 877-777-4778.
IRS in an alternative language, when these are available. 
Once your Schedule LEP is processed, the IRS will deter-
mine your translation needs and provide you translations 
when available. If you have a disability requiring notices in 
an accessible format, see Form 9000.

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How Else Does TAS Help Taxpayers?                             to resolve tax problems with the IRS, such as audits, ap-
                                                              peals, and tax collection disputes. In addition, LITCs can 
TAS  works  to  resolve  large-scale  problems  that  affect  provide information about taxpayer rights and responsibili-
many taxpayers. If you know of one of these broad issues,     ties in different languages for individuals who speak Eng-
report it to them at IRS.gov/SAMS.                            lish as a second language. Services are offered for free or 
                                                              a  small  fee  for  eligible  taxpayers.  To  find  an  LITC  near 
TAS for Tax Professionals                                     you,  go  to TaxpayerAdvocate.IRS.gov/about-us/Low-
                                                              Income-Taxpayer-Clinics-LITC or see IRS Pub. 4134, Low 
TAS can provide a variety of information for tax professio-   Income Taxpayer Clinic List.
nals,  including  tax  law  updates  and  guidance,  TAS  pro-
grams,  and  ways  to  let  TAS  know  about  systemic  prob-
lems you’ve seen in your practice.

Low Income Taxpayer Clinics (LITCs)

LITCs are independent from the IRS. LITCs represent in-
dividuals whose income is below a certain level and need 

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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     Report income tax withheld from nonpayroll payments, including pensions, 
Tax                                              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       This form must be completed by a taxpayer for every tax year for which the 
Trust (REIT) Report of Net 965 Tax Liability and taxpayer has any net 965 tax liability outstanding and not fully paid at any 
Electing 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         Transmit paper Forms 1042-S to the IRS.
Forms 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,              Report the following: 
1098-T, 1099-A, B, C, CAP, G, H, DIV, INT, K,        Tax credits to bond holders;
LTC, MISC, NEC, OID, PATR, Q, R, S, SA, 3921,        Mortgage interest;
and 3922.                                            Contributions of certain motor vehicles, boats, and airplanes;
                                                     Student loan interest;
                                                     Fines, penalties, and other amounts;
Important: Every corporation must file Forms         Certain tuition payments;
1099-MISC (or 1099-NEC for nonemployee               Acquisitions or abandonments of secured property;
compensation) if, in the course of its trade or      Proceeds from broker and barter exchange transactions;
business, it makes payments of rents, services,      Cancellation of debts;
commissions, or other fixed or determinable income   Changes in corporate control and capital structure;
(see section 6041) totaling $600 or more to any one  Certain government payments;
person during the calendar year.                     Advance payments of health coverage insurance premiums;
                                                     Dividends and distributions;
Also use these returns to report amounts received    Interest payments;
as a nominee for another person. For more details,   Merchant card and third-party network payments;
see the General Instructions for Certain Information Payments of long-term care and accelerated death benefits;
Returns (1097, 1098, 1099, 3921, 3922, 5498, and     Miscellaneous income payments to certain fishing boat crew members, 
W-2G).                                                 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          Report information about the foreign trust, its U.S. beneficiaries, and any U.S. 
Trust 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         Disclose information for each reportable transaction in which the corporation 
Statement                                      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           Determine an applicable taxpayer's base erosion minimum tax amount for the 
Taxpayers 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                   O
Accounting methods      7          Extraordinary dividends  11       Other useful forms 23
  Accrual method    7
  Change in accounting method:
  Section 481(a) adjustment   8    F                                 P
  Mark-to-market accounting        Figuring:                         Paid-in capital 4
  method    8                        Tax 15                          Passive activity limits           15
  Nonaccrual experience method   8 Foreign tax credit 15             Paying estimated tax    7
  Percentage of completion         Form:                             Penalties:
  method    8                        1096 17                          Estimated tax  6
Accounting periods   8               1099-DIV  17                     Late filing of return 5
Accumulated earnings tax   15        1118 15                          Late payment of tax   5
Assistance (See Tax help)            1120 5                           Other 6
At-risk limits 14                    1120-W  6                        Trust fund recovery   5
                                     1120X 14                        Personal service corporation                          3
                                     1139 14                         Preference items 10
B                                    2220 6                          Publications (See Tax help)
Backup withholding   18              3800 15
Base erosion minimum tax     15      4255 15
Below-market loans   11              5452 18                         R
                                     7004 5                          Recapture taxes:
                                     8611 15                          Childcare facilities and services 
C                                    8827 15                          credit   15
Capital contributions   4            8832 3                           Indian employment credit                           15
Capital losses   13                  8834 15                          Investment credit 15
Charitable contributions   12        8845 15                          Low-income housing credit                          15
Closely held corporation   3         8874 15                          New markets credit    15
  At-risk limits 14                  8882 15                          Qualified electric vehicle credit                     15
Corporate preference items    10     8912 15                         Recordkeeping   9
Corporations, businesses taxed                                       Related persons  9
  as 2                                                               Retained earnings  15
Credits:                           G
  Foreign tax  15                  Going into business 9
  General business credit  15                                        S
  Prior year minimum tax  15                                         Small business taxpayer             7
                                   I                                 Start-up costs  9
                                   Income tax returns 5
D
Distributions:                                                       T
  Money or property  16            L                                 Tax, figuring 15
  Other  17                        Loans, below-market   11          Tax help 19
  Reporting 17                                                       Tax rates 15
  Stock or stock rights 16         N
  To shareholders   16             Net operating losses  14
Dividends-received deduction    10 Nontaxable exchange of property 
                                     for stock 3
E
EFTPS, Electronic Federal Tax 
  Payment System     5

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