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Official form guide
Form 966: Corporate Dissolution or Liquidation
Internal Revenue Service Form 966 is used to report a corporation’s or farmer’s cooperative’s adoption of a resolution or plan to dissolve or liquidate its stock, and must be filed within 30 days of that adoption.
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IRS Form 966 - Corporate Dissolution or Liquidation
Internal Revenue Service Form 966 is used to report a corporation’s or farmer’s cooperative’s adoption of a resolution or plan to dissolve or liquidate its stock, and must be filed within 30 days of that adoption.
Risk Radar
Scan points- 1Missing the 30‑day filing deadline after adopting the dissolution resolution.
- 2Filing after more than 30 days from adoption of the dissolution resolution
- 3Omitting the corporation’s name and address at the top of the form
- 4Not entering “e‑file” on line 5 when the prior return was filed electronically
- 5Failing to list the correct code section on line 10 (e.g., missing “section 331” or “section 332”)
Plain English
Form 966 tells the IRS that a corporation or farmer’s cooperative has decided to end its business or sell its stock. It must be sent shortly after the decision is made and includes basic details about the company and the type of liquidation.
Submission Date
- Filing date: 2016-10-17 00:00:00
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
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What this form is for
- Use this form when a corporation or farmer’s cooperative adopts a resolution or plan to dissolve the corporation or liquidate any of its stock.
- Do not use it when the entity is an exempt organization, a qualified subchapter S subsidiary, or when the liquidation is deemed (such as a section 338 election).
- Check Form 990 instead when filing for an exempt organization.
Form selector
Use this form or another form?
Exempt organization needs to report dissolution
Exempt organizations are not required to file Form 966
✓ Confirm organization is exempt and uses Form 990
Qualified Subchapter S subsidiary dissolves
Subchapter S subsidiaries must use Form 8869 instead of Form 966
✓ Verify subsidiary qualifies as QSub
U.S. shareholder of foreign corporation reports dissolution
Foreign corporation shareholders report on Form 5471, not Form 966
✓ Ensure shareholder filing requirement on Form 5471
Deadline or filing window
The filing deadline is triggered when the corporation adopts a resolution or plan to dissolve or liquidate its stock. The form must be filed within 30 days of that adoption. No extension is provided in the instructions.
Checklist
What you need before filling it out
Name of corporation
Corporation legal name and address · Form line 1
Date of resolution or plan adoption
Date the resolution or plan was adopted · Date line on the form
Section of the Code under which dissolution occurs
Internal Revenue Code section number · Form line 10
Signature of officer
Officer signature under penalties of perjury · Signature block
Certified copy of resolution or plan
Certified copy attached to the form · Attachments section
Before you submit
- 1Verify corporation name and address are typed or printed on the top of the form.
- 2Enter the resolution or plan adoption date on the correct line.
- 3Enter the applicable Internal Revenue Code section number.
- 4If filing an amendment, enter the prior Form 966 filing date on line 11.
- 5Attach a certified copy of the resolution, plan, and any amendments not previously filed.
- 6Obtain the signature of an authorized officer, including title and date, under penalties of perjury.
- 7Ensure the signature block includes the officer’s title and the date of signing.
- 8Confirm the form revision date reads 10/2016.
- 9Mail the completed Form 966 to the IRS Center where the corporation files its income tax return.
- 10Retain a copy of the mailed form and any delivery receipt for your records.
How to file this form
- 1Complete the corporation’s name, address, and identification on the top of Form 966.
- 2Enter the resolution or plan adoption date, the applicable IRC section, and any amendment information.
- 3Attach a certified copy of the resolution, plan, and any amendments not previously filed.
- 4Obtain the signature of an authorized officer, including title and date, under penalties of perjury.
- 5Mail the completed Form 966 to the IRS Center where the corporation files its income tax return.
- 6Keep the mailed receipt or delivery confirmation as proof of filing.
Known limitations
- 1Exempt organizations (e.g., charities) should not file Form 966.
- 2Qualified subchapter S subsidiaries are excluded from filing Form 966.
- 3Deemed liquidations such as a section 338 election are not reported on Form 966.
- 4Foreign corporations that do not file Form 1120‑F are generally not required to file Form 966.
Field map
Compact field-by-field guide
General Info
2 items
Full legal name and taxpayer identification number (SSN or EIN).
Current mailing address.
Details
2 items
Complete all applicable sections of this form according to the official IRS instructions.
Enter the relevant dollar amount if this form involves tax calculation.
Certification
1 items
Read and acknowledge any certifications required by this form.
Signatures
1 items
Sign and date. Unsigned forms cannot be processed.
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Fillable formOpen in Editor->Form 966 (Rev. October 2016) is the current edition; the source points to www.irs.gov/form966 for the latest information and does not note any changes since that revision.
What changed or needs a fresh check
- Edition date — confirm the form revision is 10/2016.
- Fee — Not stated in the official source — verify on the agency site.
- Mailing address — confirm filing to the IRS Center where the corporation files its income tax return.
- Signature — confirm an authorized officer signs under penalties of perjury.
- OMB number — confirm OMB No. 1545-0123 appears on the form.
Quick Facts
Downloads
After you file
- 1Retain the filed Form 966 and all attachments for at least the period required for tax records.
- 2Keep the certified copy of the resolution or plan with corporate records.
- 3Await any IRS correspondence confirming receipt; no automatic acknowledgment is sent.
- 4If an error is discovered, file an amended Form 966 within 30 days of the correction.
- 5Update corporate minutes to reflect the filing of Form 966.
- 6Store the IRS delivery proof (e.g., certified mail receipt) with tax documents.
Sources
- SRCForm p.1 — revision date is October 2016 (Rev. October 2016).
- SRCForm p.1 — filing deadline is within 30 days after the resolution or plan is adopted.
- SRCForm p.1 — Who Must File: corporation or farmer’s cooperative adopting resolution or plan to dissolve or liquidate stock.
- SRCForm p.1 — Exempt organizations and qualified subchapter S subsidiaries should not file Form 966.
- SRCForm p.1 — Do not file for a deemed liquidation such as a section 338 election.
- SRCForm p.1 — If amendment, file another Form 966 within 30 days after amendment.
- SRCForm p.1 — Where to file: IRS Center where the corporation files its income tax return.
- SRCForm p.2 — Foreign corporations not required to file Form 1120‑F are generally not required to file Form 966.
- SRCForm p.2 — U.S. shareholders of foreign corporations may need to file Form 5471.
- SRCForm p.1 — OMB No. 1545-0123 appears on the form.
Common confusion points
Do I need to file Form 966 for a foreign corporation?
Foreign corporations not filing Form 1120‑F are generally exempt.
→ Confirm whether the corporation files Form 1120‑F; if not, no filing needed.
Can an exempt charity use Form 966?
Exempt organizations are directed to Form 990, not Form 966.
→ Verify organization’s exempt status and use Form 990 instead.
Is a section 338 election considered a liquidation for Form 966?
The source lists deemed liquidations like a section 338 election as excluded.
→ Check if the transaction is a section 338 election; do not file Form 966.
What if the resolution is amended after filing?
Amendments require a new Form 966 within 30 days.
→ File another Form 966 and attach the certified amendment.
Where should I mail the form?
The address depends on where the corporation files its income tax return.
→ Identify the IRS Center used for the corporation’s income tax return.
Who must sign the form if a receiver is handling the filing?
A fiduciary must sign instead of the corporate officer.
→ Ensure the receiver/trustee signs the form.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Form 1120-F — foreign corporation filing may require Form 966 if required.
Questions about IRS Form 966
What is IRS Form 966 used for?
Form 966 tells the IRS that a corporation or farmer’s cooperative has decided to end its business or sell its stock. It must be sent shortly after the decision is made and includes basic details about the company and the type of liquidation.
Who must file IRS Form 966?
A corporation or farmer’s cooperative must file Form 966 when it adopts a resolution or plan to dissolve the corporation or liquidate any of its stock.
What information does IRS Form 966 require?
The form collects the corporation’s name and address, the code section under which it is being dissolved or liquidated (line 10), and requires a corporate officer’s signature.
When is IRS Form 966 due?
File Form 966 within 30 days after the resolution or plan is adopted to dissolve the corporation or liquidate any of its stock.
Where do I file IRS Form 966?
Send Form 966 to the IRS Service Center where the corporation files its income tax return.
How do I complete IRS Form 966?
Enter the corporation’s name and address at the top of the form. Indicate on line 5 whether the prior return was e‑filed and on line 7e for a consolidated return. Provide the applicable code section on line 10 (e.g., “section 331”). Attach any amendment if filing a second form, then have an authorized corporate officer sign and date the return.
Do I need to file Form 966 for a foreign corporation?
Foreign corporations not filing Form 1120‑F are generally exempt. Confirm whether the corporation files Form 1120‑F; if not, no filing needed.
Can an exempt charity use Form 966?
Exempt organizations are directed to Form 990, not Form 966. Verify organization’s exempt status and use Form 990 instead.
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