Form 966, Corporate Dissolution or Liquidation
Form 966 tells the IRS that a corporation has adopted a resolution or plan to dissolve or to liquidate its stock. Fill in the official IRS PDF below and download it.
This is the genuine IRS PDF, unmodified. Source: IRS official page.
What is 966?
Form 966, Corporate Dissolution or Liquidation, is the notice a corporation or farmer’s cooperative files after adopting a resolution or plan to dissolve the corporation or liquidate any of its stock. It reports basic corporate details, the date and type of the plan, and information about the corporation’s final returns.
The form is generally due within a short window after the resolution or plan is adopted, and an amended Form 966 is filed if the plan is later changed. Filing Form 966 does not replace the corporation’s final income tax return, which is still required.
Who files 966?
- Corporations that adopted a resolution or plan to dissolve
- Corporations adopting a plan to liquidate any of their stock, including complete liquidations
- Farmer’s cooperatives winding down under a dissolution or liquidation plan
- Corporations amending a previously reported plan of dissolution or liquidation
How to fill out 966
- Enter the corporation’s name, address, employer identification number, and the type of return it files.
- Provide the date of incorporation, the place of incorporation, and the date the resolution or plan of dissolution or liquidation was adopted.
- Describe the plan: whether it is a complete or partial liquidation, the code section it falls under if applicable, and the dates of any amendments.
- Report the total shares outstanding at the time of adoption and attach a certified copy of the resolution or plan.
- Sign, download the finished PDF, and mail it to the IRS service center where the corporation files its income tax return, within the timeframe in the instructions.
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Frequently asked questions
When is Form 966 due?
It is generally due within a short period after the resolution or plan to dissolve or liquidate is adopted. Check the current instructions on the form for the exact number of days, and file an amended Form 966 if the plan changes.
Does filing Form 966 close my corporation with the IRS?
No. The corporation must still file its final income tax return, check the final return box, pay outstanding taxes, and handle payroll and information return obligations. State dissolution filings are separate as well.
Do S corporations file Form 966?
Yes. Both C corporations and S corporations that adopt a plan of dissolution or liquidation generally file Form 966, along with a certified copy of the resolution or plan.