IRS · Official form

Form 5452, Corporate Report of Nondividend Distributions

Form 5452 is the corporate report a company files when it pays shareholders distributions that are not taxable dividends. Fill in the official PDF online and download it to file with the corporate return.

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This is the genuine IRS PDF, unmodified. Source: IRS official page.

What is 5452?

Form 5452, Corporate Report of Nondividend Distributions, is filed by corporations that made distributions to shareholders which were not dividends for tax purposes, such as returns of capital. It applies to distributions under section 301, and to S corporation distributions described in sections 1368(c)(3) and 1371(e).

The form documents why the distributions were nondividend, typically because the corporation lacked sufficient earnings and profits. It includes shareholder-level detail and supporting earnings and profits computations that back up how the distributions were classified.

Who files 5452?

C corporations that paid distributions exceeding current and accumulated earnings and profits
S corporations making certain distributions described in sections 1368(c)(3) or 1371(e)
Corporations that reported distributions to shareholders as nontaxable return of capital on Forms 1099-DIV
Successor corporations reporting nondividend distributions from a predecessor when required

How to fill out 5452

Enter the corporation’s name, EIN, and tax year at the top of the form.
Complete the distribution details, showing amounts paid and how much was dividend versus nondividend.
Attach or complete the earnings and profits computation that supports the nondividend treatment.
List the required shareholder information for those who received nondividend distributions.
Download the finished PDF and file it with the corporation’s income tax return for the year of the distributions, following the current instructions.

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Page 1 120 fields

▶ For calendar year ending December 31,

Name

Employer identification number

A. Has the corporation filed a Form 5452 for a prior calendar year? Yes.

A. No.

If “Yes,” enter the applicable year(s)

B. Are any of the distributions part of a partial or complete liquidation? Yes.

B. No.

C. Are any of the distributions from an S corporation's accumulated adjustments account? Yes.

C. No.

If “Yes,” enter the balance at the beginning of the tax year

Accumulated earnings and profits (since February 28, 1913) at the beginning of the tax year.

D. Actual earnings and profits for the current tax year.

E. Shareholders at Date of Last Dividend Payment. Number of individuals.

E. Number of partnerships.

E. Number of corporations and other shareholders.

F. Corporate Distributions (see instructions). Row: 1. Column: Date Paid.

Row: 1. Column: Total Amount Paid (Common (C), Preferred (P), Other (O))

Row: 1. Column: Amount Per Share

Row: 1. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year

Row: 1. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated

Row: 1. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total

Row: 1. Column: Percentage Taxable

Row: 1. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913

Row: 1. Column: Percentage Nontaxable

Row: 2. Column: Date Paid.

Row: 2. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 2. Column: Amount Per Share.

Row: 2. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 2. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 2. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 2. Column: Percentage Taxable.

Row: 2. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 2. Column: Percentage Nontaxable.

Row: 3. Column: Date Paid.

Row: 3. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 3. Column: Amount Per Share.

Row: 3. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 3. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 3. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 3. Column: Percentage Taxable.

Row: 3. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 3. Column: Percentage Nontaxable.

Row: 4. Column: Date Paid.

Row: 4. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 4. Column: Amount Per Share.

Row: 4. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 4. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 4. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 4. Column: Percentage Taxable.

Row: 4. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 4. Column: Percentage Nontaxable.

Row: 5. Column: Date Paid.

Row: 5. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 5. Column: Amount Per Share.

Row: 5. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 5. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 5. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 5. Column: Percentage Taxable.

Row: 5. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 5. Column: Percentage Nontaxable.

Row: 6. Column: Date Paid.

Row: 6. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 6. Column: Amount Per Share.

Row: 6. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 6. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 6. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 6. Column: Percentage Taxable.

Row: 6. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 6. Column: Percentage Nontaxable.

Row: 7. Column: Date Paid.

Row: 7. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 7. Column: Amount Per Share.

Row: 7. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 7. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 7. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 7. Column: Percentage Taxable.

Row: 7. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 7. Column: Percentage Nontaxable.

Row: 8. Column: Date Paid.

Row: 8. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 8. Column: Amount Per Share.

Row: 8. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 8. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 8. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 8. Column: Percentage Taxable.

Row: 8. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 8. Column: Percentage Nontaxable.

Row: 9. Column: Date Paid.

Row: 9. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 9. Column: Amount Per Share.

Row: 9. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 9. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 9. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 9. Column: Percentage Taxable.

Row: 9. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 9. Column: Percentage Nontaxable.

Row: 10. Column: Date Paid.

Row: 10. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 10. Column: Amount Per Share.

Row: 10. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 10. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 10. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 10. Column: Percentage Taxable.

Row: 10. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 10. Column: Percentage Nontaxable.

Row: 11. Column: Date Paid.

Row: 11. Column: Total Amount Paid (Common (C), Preferred (P), Other (O)).

Row: 11. Column: Amount Per Share.

Row: 11. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year.

Row: 11. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated.

Row: 11. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total.

Row: 11. Column: Percentage Taxable.

Row: 11. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913.

Row: 11. Column: Percentage Nontaxable.

Row: Totals. Column: Total Amount Paid (Common (C), Preferred (P), Other (O))

Row: Totals. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. From the Current Year

Row: Totals. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Accumulated

Row: Totals. Column: Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913. Total

Row: Totals. Column: Amount Paid During Calendar Year From Other Than Earnings & Profits Since February 28, 1913

Page 4 112 fields

Date Incorporated:

Method of Accounting:

Balance forward 12/31/

Retained Earnings shown in Books. Debit.

Retained Earnings shown in Books. Credit.

Accumulated earnings and profits credit balance.

Year

Line 1. Taxable income* from Form 1120, line 28 (or comparable line of other income tax return). Retained Earnings shown in Books. Debit.

Line 1. Retained Earnings shown in Books. Credit.

Line 1. Earnings and Profits current year. Debit.

Line 1. Earnings and Profits current year. Credit.

Line 1. Key.

Line 2. Federal income taxes per books and tax return. Retained Earnings shown in Books. Debit.

Line 2. Earnings and Profits current year. Debit.

Line 2. Key.

Line 3. Excess of capital losses over capital gains (tax basis). Retained Earnings shown in Books. Debit.

Line 3. Earnings and Profits current year. Debit.

Line 3. Key.

Line 4. Depreciation adjustment on earnings and profits (section 312(k)). Earnings and Profits current year. Debit.

Line 4. Earnings and Profits current year. Credit.

Line 5. Depreciation adjustment on sale of property. Earnings and Profits current year. Debit.

Line 6. Total itemized expenses from line 5, Schedules M-1. Retained Earnings shown in Books. Debit.

Line 6. A. Travel and entertainment.

Line 6. A. Earnings and Profits current year. Debit.

Line 6. A. Key.

Line 6. B. Life insurance premium greater than cash surrender value (C S V).

Line 6. B. Earnings and Profits current year. Debit.

Line 6. B. Key.

Line 6. C. Nondeductible interest paid for tax-exempt bonds.

Line 6. C. Earnings and Profits current year. Debit.

Line 6. C. Key.

Line 6. D. Contributions carryover.

Line 6. D. Earnings and Profits current year. Debit.

Line 6. D. Key.

Line 6. E. Other (list separately).

Line 6. E. Earnings and Profits current year. Debit.

Line 7. Total itemized income from line 7, Schedule M-1. Retained Earnings shown in Books. Credit.

Line 7. A. Life insurance proceeds greater than C S V.

Line 7. A. Earnings and Profits current year. Credit.

Line 7. A. Key.

Line 7. B. Bad debt recovery (not charged against taxable income).

Line 7. B. Key.

Line 7. C. Tax-exempt interest on municipal bonds.

Line 7. C. Earnings and Profits current year. Credit.

Line 7. C. Key.

Line 7. D. Other (list separately).

Line 7. D. Earnings and Profits current year. Credit.

Line 8. Refund of prior year federal income taxes. Retained Earnings shown in Books. Credit.

Line 8. Earnings and Profits current year. Credit.

Line 9. Reserve for contingencies. Retained Earnings shown in Books. Debit.

Line 9. Key.

Additional adjustments:

Line 10. Item 1. Retained Earnings shown in Books. Debit.

Line 10. Item 1. Retained Earnings shown in Books. Credit.

Line 10. Item 1. Earnings and Profits current year. Debit.

Line 10. Item 1. Earnings and Profits current year. Credit.

Line 10. Item 2.

Line 10. Item 2. Retained Earnings shown in Books. Debit.

Line 10. Item 2. Retained Earnings shown in Books. Credit.

Line 10. Item 2. Earnings and Profits current year. Debit.

Line 10. Item 2. Earnings and Profits current year. Credit.

Line 11. Totals. Earnings and Profits current year. Debit.

Line 11. Earnings and Profits current year. Credit.

Current year earnings and profits. Earnings and Profits current year. Debit.

Current year earnings and profits. Earnings and Profits current year. Credit.

Cash Distributions:

Cash Distributions: Earnings and Profits current year. Debit.

Cash Distributions: Accumulated earnings and profits credit balance.

Cash Distribution: Key.

Cash Distributions: Four lines available for entry. Line 2.

Cash Distributions: Four lines available for entry. Line 3.

Cash Distributions: Four lines available for entry. Line 4.

From current year earnings and profits. Percentage.

From current year earnings and profits.

From current year earnings and profits. Earnings and Profits current year. Debit.

From current year earnings and profits. Key.

From accumulated earnings and profits. Percentage.

From accumulated earnings and profits.

From accumulated earnings and profits. Accumulated Earnings and profits credit Balance.

From accumulated earnings and profits. Key.

Total distribution from earnings and profits. Percentage.

Total distribution from earnings and profits.

From other distribution. Percentage.

From other distribution.

Total distribution.

Total Distributions - Other. Three lines available for entry. Line 1. Item 1.

Total Distributions - Other. Three lines available for entry. Line 2. Item 1.

Total Distributions - Other. Three lines available for entry. Line 3. Item 1.

Total Distributions - Other. Item 1.

Total Distributions - Other. Item 1. Earnings and Profits current year. Debit.

Total Distributions - Other. Item 1. Key.

Total Distributions - Other. Item 2.

Total Distributions - Other. Item 3.

Total cash distributions. Retained Earnings shown in Books. Debit.

Totals. Retained Earnings shown in Books. Debit.

Totals. Retained Earnings shown in Books. Credit.

Totals. Earnings and Profits current year. Debit.

Totals. Earnings and Profits current year. Credit.

Current year change. Retained Earnings shown in Books. Debit.

Current year change. Retained Earnings shown in Books. Credit.

Current year change. Accumulated Earnings and profits credit Balance.

Balance forward 12 / 31 / (Enter 4 digit year).

Balance forward 12 / 31 / (4 digit year). Retained Earnings shown in Books. Debit.

Balance forward 12 / 31 / (4 digit year). Retained Earnings shown in Books. Credit.

Balance forward 12 / 31 / (4 digit year). Accumulated Earnings and profits credit Balance.

Balance forward 12 / 31 / (4 digit year). Key.

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Frequently asked questions

Why do nondividend distributions need a separate report?

A nondividend distribution reduces a shareholder’s stock basis instead of being taxed as a dividend. Form 5452 gives the IRS the earnings and profits detail that justifies that treatment, so the classification can be verified.

How does Form 5452 relate to Form 1099-DIV?

The nondividend amounts a corporation reports to shareholders in box 3 of Form 1099-DIV should line up with what the corporation reports on Form 5452. The two forms tell the same story from the payer and corporate side.

Form 5452, Corporate Report of Nondividend Distributions

What is 5452?

Who files 5452?

How to fill out 5452

Quick fill 5452 on this page

Frequently asked questions

Related forms

Form 1120, U.S. Corporation Income Tax Return

Form 1120-S, U.S. Income Tax Return for an S Corporation

Form 1099-DIV, Dividends and Distributions