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IRSCorporate Tax (1120 Series)

Official form guide

Form 1120-UTP: 1120 (Schedule UTP)

IRS Form 1120 (Schedule UTP) is used by corporations to report uncertain tax positions. It must be filed by corporations with assets of $10 million or more that issue audited financial statements and have tax positions to disclose. Attach to the corporation's income tax return.

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Form Overview

IRS Form 1120-UTP - 1120 (Schedule UTP)

IRS Form 1120 (Schedule UTP) is used by corporations to report uncertain tax positions. It must be filed by corporations with assets of $10 million or more that issue audited financial statements and have tax positions to disclose. Attach to the corporation's income tax return.

Part I collects uncertain tax positions taken on the current tax return, including UTP numbers, primary IRC sections, and amounts. Part II reports prior year tax positions not previously reported on a Schedule UTP. Part III requires a concise description of each tax position reported in Part I or II.

Risk Radar

Scan points
  • 1Failing to file Schedule UTP when required to report uncertain tax positions.
  • 2Not filing Schedule UTP when the corporation meets the $10 million asset threshold and has audited financial statements and tax positions.
  • 3Grouping multiple tax positions together instead of listing each separately.
  • 4Skipping numbers in the UTP numbering sequence (e.g., using C1, C3 without C2).
  • 5Using the wrong prefix: 'C' for current year, 'P' for prior year positions not previously reported.

Plain English

This form tells the IRS about tax positions your corporation took that might be challenged. You must file it if your corporation has at least $10 million in assets, issues audited financial statements, and has uncertain tax positions. It is attached to your regular corporate tax return.

Submission Date

  • Filing date: 2022-12-21 22:10:38
  • Preparation window: collect IDs, supporting records, and signatures in advance.
  • Final review: verify names, dates, and required fields before submission.

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Glossary Terms

financial statementsincome taxfinancialcorporatedisclosecurrentincome

Hover a term to preview the meaning.

What this form is for

  • Use this form when your corporation has assets of $10 million or more, issues or is included in audited financial statements, and has one or more uncertain tax positions affecting U.S. federal income tax liabilities.
  • Do not use it when there are no tax positions to report; do not file a blank Schedule UTP.
  • Check Form 8275 or Form 8275-R instead when you need to disclose a tax position for adequate disclosure under section 6662 but are not required to file Schedule UTP.

Form selector

Use this form or another form?

Disclosing a tax position when not required to file Schedule UTP (assets under $10M)

Provides adequate disclosure under section 6662 without Schedule UTP requirements.

✓ Confirm you are not subject to Schedule UTP filing rules.

Form 8275

Disclosing a tax position contrary to a published rule (e.g., Revenue Ruling)

Required when the position is contrary to a rule and you want penalty protection.

✓ Check if the position is reportable on Schedule UTP instead.

Form 8275-R

Filing a protective income tax return (Form 1120, 1120-F, 1120-L, or 1120-PC)

Protective filers must still file Schedule UTP if they meet the four requirements.

✓ Verify if your corporation meets the $10M asset and audited financial statement tests.

Form 1120

Amended return to claim benefit of tax positions from prior years

Must include complete and accurate disclosure on Schedule UTP, Form 8275, or 8275-R.

✓ For carryover attributes, attach a statement instead of re-filing Schedule UTP.

Schedule UTP

Deadline or filing window

The official instructions do not provide a specific filing deadline for Schedule UTP. It must be attached to the corporation's income tax return, which has its own due date (typically the 15th day of the 4th month after the end of the tax year, with extensions available).

Checklist

What you need before filling it out

1

Part I, column (a) UTP number

List of tax positions with sequential numbers starting at C1 · Your own records of tax positions taken

⚠ Skipping numbers or using non-sequential numbers✕ Medium
2

Part I, column (b) Primary IRC Sections

Up to three IRC sections with subsections · Tax law research or tax return workpapers

⚠ Including 'IRC' or 'Section' text✕ Low
3

Part I, column (c) Rev. Rul., Rev. Proc., etc.

Authoritative source abbreviation and number (e.g., RR2021-02) · IRS rulings and procedures

⚠ Including spaces or incorrect abbreviations✕ Medium
4

Part I, column (d) Regulation Section

Treasury Regulation section number · Tax regulations

⚠ Omitting the regulation section when required✕ Medium
5

Part I, column (e) Timing Codes

Code indicating when the tax position affects the tax return · Instructions for Schedule UTP

⚠ Using wrong timing code✕ High
6

Part I, column (f) Pass-Through Entity EIN

EIN of pass-through entity if applicable · Entity records

⚠ Entering incorrect EIN or leaving blank when required✕ High
7

Part I, column (g) Major Tax Position

Indication if the position is a major tax position · Definition in instructions

⚠ Misclassifying major vs. non-major✕ High
8

Part I, column (h) Ranking of Tax Position

Ranking number for the tax position · Your own ranking system

⚠ Not providing a ranking or using duplicate numbers✕ Medium

Before you submit

  1. 1Confirm your corporation has assets of $10 million or more.
  2. 2Confirm your corporation or a related party issued audited financial statements for the tax year.
  3. 3Identify all uncertain tax positions taken on the current year's tax return.
  4. 4For each tax position, assign a sequential UTP number starting with C1.
  5. 5Enter up to three primary IRC sections for each position, without 'IRC' or 'Section' text.
  6. 6If the tax position is contrary to a published rule, enter the authoritative source in column (c).
  7. 7Enter the applicable Treasury Regulation section in column (d) if required.
  8. 8Select the correct timing code for each position.
  9. 9Indicate whether each position is a major tax position.
  10. 10Attach Schedule UTP to the corporation's income tax return (do not file separately).
  11. 11Check 'Yes' to Form 1120, Schedule K, Question 14 (or equivalent for other forms).
  12. 12Keep a copy of the filed Schedule UTP with your records.

How to file this form

  1. 1Gather information on all uncertain tax positions taken during the tax year.
  2. 2Complete Part I for current year tax positions, assigning sequential UTP numbers starting with C1.
  3. 3Complete Part II for prior year tax positions if applicable, using P prefix.
  4. 4Enter the required IRC sections, regulations, and other details for each position.
  5. 5Attach the completed Schedule UTP to the corporation's income tax return (Form 1120, 1120-F, 1120-L, or 1120-PC).
  6. 6Check 'Yes' to the appropriate question on the income tax return (e.g., Form 1120 Schedule K Question 14).
  7. 7File the income tax return with the attached Schedule UTP by the due date (including extensions).
  8. 8Retain a copy of the filed Schedule UTP and supporting documentation for your records.

Known limitations

  1. 1Do not file a blank Schedule UTP if there are no tax positions to report.
  2. 2Schedule UTP is only required for corporations with assets of $10 million or more that issue audited financial statements.
  3. 3Tax positions must be reported on the Schedule UTP for the tax year in which the position is taken on a tax return; do not report before that year.
  4. 4If a transaction results in tax positions on more than one return, each return must have its own Schedule UTP.
  5. 5Do not group or combine multiple tax positions together; each is a separate UTP.
  6. 6The failure to provide a complete and accurate disclosure on Schedule UTP will not satisfy the section 6662 adequate disclosure requirements for Form 8275, 8275-R, or tax positions reported on Schedule UTP.

Field map

Compact field-by-field guide

9 fields

Entity Info

2 items

Corporation Name and EIN

Full legal name of the corporation and its Employer Identification Number.

Requiredtext
Address and Date Incorporated

Current mailing address and date of incorporation.

Requiredtext

Income

3 items

Gross Receipts or Sales

Total revenue from business operations before deducting costs.

Requiredamount
Cost of Goods Sold

Direct costs attributable to producing goods sold by the corporation.

amount
Total Income

Gross receipts minus cost of goods sold and returns/allowances.

Requiredamount

Deductions

1 items

Total Deductions

Sum of all business expenses including compensation, rent, interest, taxes, and depreciation.

Requiredamount

Tax

2 items

Taxable Income

Total income minus total deductions.

Requiredamount
Total Tax

Tax calculated on taxable income using the applicable corporate tax rate, minus any credits.

Requiredamount

Signatures

1 items

Officer Signature

An authorized corporate officer must sign and date the return.

Requiredsignature
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Current form status
IRS

The current edition is Revision December 2022. The instructions direct filers to IRS.gov/ScheduleUTP for the latest information about developments after publication. No changes from the prior edition are noted in the source.

What changed or needs a fresh check

  • Edition date — confirm the revision reads 'Rev. December 2022' on the form.
  • Fee — not stated in the official source; verify on IRS.gov.
  • Mailing address — not stated in the official source; attach to your income tax return, so use the address for that return.
  • Signature — not stated in the official source; follow the signature requirements of the income tax return to which Schedule UTP is attached.
  • Asset threshold — confirm your corporation's assets equal or exceed $10 million.
  • Audited financial statements — confirm your corporation or a related party issued audited financial statements for the tax year.

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Quick Facts

Corporations with assets that equal or exceed $10 million, that issued audited financial statements reporting all or a portion of the corporation’s operations, and that have one or more tax positions that must be reported on Schedule UTP. Protective filers of Forms 1120, 1120-F, 1120-L, or 1120-PC must also file if they meet the four requirements.
Part I collects uncertain tax positions taken on the current tax return, including UTP numbers, primary IRC sections, and amounts. Part II reports prior year tax positions not previously reported on a Schedule UTP. Part III requires a concise description of each tax position reported in Part I or II.
Not stated in the official source. Schedule UTP is attached to the corporation's income tax return, so it is due by the due date of that return (including extensions).
Attach Schedule UTP to the corporation's income tax return; do not file separately. The official instructions do not specify a separate mailing address.
Not stated in the official source. The instructions do not specify penalties for incorrect filing, but failure to report required tax positions may result in IRS scrutiny.
Complete Part I for current year tax positions, numbering each sequentially with a 'C' prefix. Complete Part II for prior year positions not previously reported, using a 'P' prefix. Provide a description in Part III for each position. Attach the schedule to the corporation's income tax return, which must be signed by an authorized officer.

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After you file

  1. 1Retain a copy of the filed Schedule UTP with your tax records.
  2. 2Keep supporting documentation for each tax position reported, including workpapers and legal analysis.
  3. 3Monitor for any IRS inquiries or audits related to the disclosed tax positions.
  4. 4If you file an amended return to claim the benefit of a tax position, include a complete and accurate disclosure on Schedule UTP, Form 8275, or Form 8275-R.
  5. 5For carryover attributes from prior years, attach a statement to the amended return instead of re-filing Schedule UTP.
  6. 6Check the IRS website (IRS.gov/ScheduleUTP) for any updates or changes to the form or instructions.
  7. 7If you discover an error in the filed Schedule UTP, file an amended return with a corrected Schedule UTP as soon as possible.
  8. 8Consider consulting a tax professional to ensure compliance with uncertain tax position reporting requirements.

Sources

  • SRCInstructions p.1 — Purpose: Schedule UTP asks for information about tax positions affecting U.S. federal income tax liabilities of certain corporations with assets >= $10M and audited financial statements.
  • SRCInstructions p.1 — Tax positions must be reported on Part I of the Schedule UTP attached to each tax return in which a tax position is taken.
  • SRCInstructions p.2 — Filing requirements: corporation assets >= $10M, audited financial statements, and one or more reportable tax positions. Do not file blank Schedule UTP.
  • SRCInstructions p.2 — Attach Schedule UTP to the corporation's income tax return; do not file separately.
  • SRCInstructions p.2 — Check 'Yes' to Form 1120 Schedule K Question 14 (or equivalent on other forms).
  • SRCInstructions p.4 — Failure to provide complete and accurate disclosure will not satisfy section 6662 adequate disclosure requirements for Form 8275, 8275-R, or tax positions reported on Schedule UTP.
  • SRCInstructions p.5 — Part I column (a): UTP numbers with 'C' prefix, start at 1, no skipping or duplication.
  • SRCInstructions p.5 — Column (b): Enter primary IRC sections (up to three) without 'IRC' or 'Section' text.
  • SRCInstructions p.5 — Column (c): Enter authoritative source using abbreviations like RR, RP, NOT, CT.
  • SRCInstructions p.6 — Part II uses 'P' prefix for prior year positions.

Common confusion points

Do I need to file Schedule UTP if I have no tax positions?

The instructions say do not file a blank schedule, but some may think they need to file anyway.

→ Only file if you have at least one reportable tax position.

What if my assets are exactly $10 million?

The threshold is 'equal or exceed $10 million', so $10 million qualifies.

→ Confirm your total assets are $10 million or more.

Can I combine multiple tax positions into one UTP?

Each tax position is a separate UTP; grouping is not allowed.

→ List each tax position individually with its own UTP number.

Do I need to include 'IRC' in the section references?

Instructions explicitly say not to include 'IRC', 'Section', or similar text.

→ Enter only the number, e.g., '61' not 'IRC 61'.

What if I have more than three primary IRC sections?

You can enter up to three; list the most relevant ones.

→ Select the top three primary sections.

How do I handle a tax position that spans multiple years?

Report it on the Schedule UTP for each tax year in which the position is taken.

→ Attach a separate Schedule UTP to each year's return.

What is the difference between Part I and Part II?

Part I is for current year positions (C prefix), Part II for prior year positions (P prefix).

→ Use Part I for positions taken in the current tax year, Part II for positions from prior years that are still uncertain.

Do I need to file Schedule UTP with a protective return?

Yes, if the protective filer meets the four requirements.

→ Check if your protective return meets the asset and audited financial statement tests.

Workflow map

Related forms and next steps

7 signals

Before

Form 1120 — the income tax return to which Schedule UTP is attached.

Current

1120-UTP

After

Amended return — if you need to correct or update disclosures, file an amended return with Schedule UTP attached.

Often used with

Form 1120-F — alternative income tax return for foreign corporations that may also require Schedule UTP.Form 1120-L — for life insurance companies.Form 1120-PC — for property and casualty insurance companies.Form 8275 — disclosure form for adequate disclosure under section 6662.Form 8275-R — disclosure form for positions contrary to a rule.

Questions about IRS Form 1120-UTP

What is IRS Form 1120-UTP used for?

This form tells the IRS about tax positions your corporation took that might be challenged. You must file it if your corporation has at least $10 million in assets, issues audited financial statements, and has uncertain tax positions. It is attached to your regular corporate tax return.

Who must file IRS Form 1120-UTP?

Corporations with assets that equal or exceed $10 million, that issued audited financial statements reporting all or a portion of the corporation’s operations, and that have one or more tax positions that must be reported on Schedule UTP. Protective filers of Forms 1120, 1120-F, 1120-L, or 1120-PC must also file if they meet the four requirements.

What information does IRS Form 1120-UTP require?

Part I collects uncertain tax positions taken on the current tax return, including UTP numbers, primary IRC sections, and amounts. Part II reports prior year tax positions not previously reported on a Schedule UTP. Part III requires a concise description of each tax position reported in Part I or II.

Where do I file IRS Form 1120-UTP?

Attach Schedule UTP to the corporation's income tax return; do not file separately. The official instructions do not specify a separate mailing address.

How do I complete IRS Form 1120-UTP?

Complete Part I for current year tax positions, numbering each sequentially with a 'C' prefix. Complete Part II for prior year positions not previously reported, using a 'P' prefix. Provide a description in Part III for each position. Attach the schedule to the corporation's income tax return, which must be signed by an authorized officer.

Do I need to file Schedule UTP if I have no tax positions?

The instructions say do not file a blank schedule, but some may think they need to file anyway. Only file if you have at least one reportable tax position.

What if my assets are exactly $10 million?

The threshold is 'equal or exceed $10 million', so $10 million qualifies. Confirm your total assets are $10 million or more.

Can I combine multiple tax positions into one UTP?

Each tax position is a separate UTP; grouping is not allowed. List each tax position individually with its own UTP number.

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Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
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