Taxation and Regulatory Compliance

How to File Form 966 Electronically

Understand the necessary steps and system requirements for electronically filing Form 966 to notify the IRS of a corporate liquidation or dissolution.

Form 966, Corporate Dissolution or Liquidation, is an information return filed with the Internal Revenue Service (IRS). A corporation must file it to report the adoption of a resolution or plan to dissolve the corporation or liquidate any of its stock, officially notifying the IRS of the intent to terminate. This filing requirement applies to C corporations, though qualified subchapter S subsidiaries should not file Form 966.

Filing Method and Requirements

Form 966 must be filed by mail, as the IRS does not permit this form to be filed electronically. This filing is a distinct step from the final income tax return and must be submitted within 30 days following the formal adoption of the liquidation plan.

Information Required for Form 966

To complete Form 966, you must provide the full legal name of the corporation, its mailing address, and its Employer Identification Number (EIN). You will also need the date of incorporation and the location of the IRS service center where the corporation’s last income tax return was filed. If the last return was filed electronically, you note “e-file” in the designated space.

A key piece of information is the date the formal resolution or plan of complete liquidation or dissolution was adopted. The form also requires specifics about the corporation’s capital structure, asking for the total number of shares outstanding on the date of adoption, separated into common and preferred stock.

The form asks for the Internal Revenue Code section under which the liquidation is occurring. Common examples include section 331 for a standard complete liquidation or section 332 for the liquidation of a subsidiary into its parent corporation.

How to Complete and Mail the Form

You can obtain the latest version of Form 966 from the IRS website as a fillable PDF that can be completed on a computer and then printed. After filling in all required information, the form must be signed by a corporate officer. A certified copy of the resolution or plan of liquidation must be attached to the form.

The completed and signed form, along with the certified plan, should be mailed to the IRS service center where the corporation files its annual income tax return. If any amendments or supplements to the plan are adopted after the initial Form 966 is filed, a new form must be submitted within 30 days, attaching the new amendments.

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