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Corporate Dissolution or Liquidation
Form 966 OMB No. 1545-0123
(Rev. October 2016)
Department of the Treasury (Required under section 6043(a) of the Internal Revenue Code)
Internal Revenue Service ▶ Information about Form 966 and its instructions is at www.irs.gov/form966.
Name of corporation Employer identification number

Number, street, and room or suite no. (If a P.O. box number, see instructions.) Check type of return
1120 1120-L
City or town, state, and ZIP code 1120-IC-DISC 1120S
Please type or print Other ▶
1 Date incorporated 2 Place incorporated 3 Type of liquidation 4 Date resolution or plan of complete
or partial liquidation was adopted
Complete Partial
5 Service Center where corporation filed 6 Last month, day, and year of 7a Last month, day, and year of 7b Was corporation’s final tax return
its immediately preceding tax return immediately preceding tax year final tax year filed as part of a consolidated
income tax return? If “Yes,”
complete 7c, 7d, and 7e.
Yes No
7c Name of common parent 7d Employer identification number 7e Service Center where
of common parent consolidated return was filed

Common Preferred
8 Total number of shares outstanding at time of adoption of plan of liquidation . . . . .

9 Date(s) of any amendments to plan of dissolution . . . . . . . . . . . . . .

10 Section of the Code under which the corporation is to be dissolved or liquidated . . . . .
11 If this form concerns an amendment or supplement to a resolution or plan, enter the date
the previous Form 966 was filed . . . . . . . . . . . . . . . . . . . .
Attach a certified copy of the resolution or plan and all amendments or supplements not previously filed.
Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it
is▲true, correct, and complete.

Signature of officer Title Date

Instructions When To File
Section references are to the Internal Revenue Code File Form 966 within 30 days after the resolution or plan is
unless otherwise noted. adopted to dissolve the corporation or liquidate any of its
stock. If the resolution or plan is amended or
Who Must File supplemented after Form 966 is filed, file another Form
A corporation (or a farmer’s cooperative) must file Form 966 within 30 days after the amendment or supplement is
966 if it adopts a resolution or plan to dissolve the adopted. The additional form will be sufficient if the date
corporation or liquidate any of its stock. the earlier form was filed is entered on line 11 and a
certified copy of the amendment or supplement is
Exempt organizations and qualified subchapter S attached. Include all information required by Form 966
subsidiaries should not file Form 966. Exempt that was not given in the earlier form.
organizations should see the instructions for Form 990,
Return of Organization Exempt From Income Tax, or Where To File
Form 990-PF, Return of Private Foundation or Section File Form 966 with the Internal Revenue Service Center at
4947(a)(1) Trust Treated as Private Foundation. the address where the corporation (or cooperative) files
Subchapter S subsidiaries should see Form 8869, its income tax return.
Qualified Subchapter S Subsidiary Election.
Do not file Form 966 for a deemed liquidation Distribution of Property
(such as a section 338 election or an election to A corporation must recognize gain or loss on the
▲! be treated as a disregarded entity under distribution of its assets in the complete liquidation of its
CAUTION
Regulations section 301.7701-3). stock. For purposes of determining gain or loss, the

For Paperwork Reduction Act Notice, see the instructions. Cat. No. 17053B Form 966 (Rev. 10-2016)

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Form 966 (Rev. 10-2016)                                                                                             Page 2

distributed assets are valued at fair market value.             Paperwork Reduction Act Notice
Exceptions to this rule apply to a liquidation of a 
subsidiary and to a distribution that is made according to      We ask for the information on this form to carry out the 
a plan of reorganization.                                       Internal Revenue laws of the United States. You are 
                                                                required to give us the information. We need it to ensure 
Foreign Corporations                                            that you are complying with these laws and to allow us to 
                                                                figure and collect the right amount of tax.
A corporation that files a U.S. tax return must file Form 
966 if required under section 6043(a). Foreign                  You are not required to provide the information 
corporations that are not required to file Form 1120-F,         requested on a form that is subject to the Paperwork 
U.S. Income Tax Return of a Foreign Corporation, or any         Reduction Act unless the form displays a valid OMB 
other U.S. tax return are generally not required to file        control number. Books or records relating to a form or its 
Form 966.                                                       instructions must be retained as long as their contents 
                                                                may become material in the administration of any Internal 
U.S. shareholders of foreign corporations may be                Revenue law. Generally, tax returns and return 
required to report information regarding a corporate            information are confidential, as required by section 6103.
dissolution or liquidation. See Form 5471, Information 
Return of U.S. Persons With Respect To Certain Foreign          The time needed to complete and file this form will vary 
Corporations, and its instructions for more information.        depending on individual circumstances. The estimated 
                                                                burden for business taxpayers filing this form is approved 
Address                                                         under OMB control number 1545-0123 and is included in 
Include the suite, room, or other unit number after the         the estimates shown in the instructions for their business 
street address. If the post office does not deliver mail to     income tax return.
the street address and the corporation has a P.O. box,          If you have comments concerning the accuracy of 
enter the box number instead.                                   these time estimates or suggestions for making this form 
                                                                simpler, we would be happy to hear from you. You can 
Line 5                                                          send us comments from www.irs.gov/formspubs/. Click 
If the immediately preceding tax return was filed               on “More Information” and then on “Give us feedback.” 
electronically, enter “e-file” on line 5.                       Or you can write to the Internal Revenue Service, Tax 
                                                                Forms and Publications, 1111 Constitution Ave. NW, 
Line 7e                                                         IR-6526, Washington, DC 20224. Do not send the tax 
If the consolidated return was filed electronically, enter      form to this address. Instead, see Where To File, earlier. 
“e-file” on line 7e.
Line 10
Identify the code section under which the corporation is 
to be dissolved or liquidated. For example, enter “section 
331” for a complete or partial liquidation of a corporation 
or enter “section 332” for a complete liquidation of a 
subsidiary corporation that meets the requirements of 
section 332(b).
Signature
The return must be signed and dated by the president, 
vice president, treasurer, assistant treasurer, chief 
accounting officer, or any other corporate officer (such as 
tax officer) authorized to sign. If a return is filed on behalf 
of a corporation by a receiver, trustee, or assignee, the 
fiduciary must sign the return, instead of the corporate 
officer.

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