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Form 5452: Corporate Report of Nondividend Distributions
IRS Form 5452 is the Corporate Report of Nondividend Distributions. It must be attached to the corporation’s income tax return for the year the nondividend distributions were made, and all corporations that made such distributions are required to file it.
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IRS Form 5452 - Corporate Report of Nondividend Distributions
IRS Form 5452 is the Corporate Report of Nondividend Distributions. It must be attached to the corporation’s income tax return for the year the nondividend distributions were made, and all corporations that made such distributions are required to file it.
Risk Radar
Scan points- 1Omitting the required earnings‑and‑profits computation can trigger penalties.
- 2Leaving the Yes/No question about prior calendar‑year filings unanswered.
- 3Failing to indicate whether any distributions are part of a liquidation.
- 4Not reporting if distributions come from an S corporation’s accumulated adjustments account.
- 5Incomplete Part F table – missing taxable or nontaxable percentages for a distribution.
Plain English
Form 5452 tells the IRS how much money a corporation gave to shareholders that isn’t a dividend. The corporation lists each payment, whether it’s taxable, and provides earnings‑and‑profits calculations. The form goes with the corporate tax return.
Submission Date
- Filing date: 2018-10-26 23:00:11
- 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
- Complete Form 5452 if the corporation made nondividend distributions to shareholders under section 301, section 1368(c)(3), section 1371(e), or section 1371(f).
- Check Form 1120 instead when the corporation must complete Schedule M-1 or Schedule M-3.
Form selector
Use this form or another form?
Corporation made nondividend distributions
Reports taxable and nontaxable portions of nondividend distributions
✓ Confirm nondividend distribution occurred
Corporation required to file Schedule M-1 or M-3
Provides earnings and profits data needed for Form 5452 attachment
✓ Verify Schedule M-1/M-3 completed
Corporation is a member of a consolidated group
Parent must include consolidated group information on Form 5452
✓ Ensure parent attaches required schedules
Deadline or filing window
Not stated in the official source.
Checklist
What you need before filling it out
Prior year filing question (A)
Year(s) of prior Form 5452 filings · Corporation’s records of prior Form 5452 submissions
Liquidation distribution question (B)
Explanation of liquidation distributions · Corporate liquidation documentation
S corporation A.A.A. question (C)
Balance of accumulated adjustments account at beginning of tax year · S corporation tax records
Earnings and Profits (section D)
Accumulated earnings and profits at beginning of tax year and current year earnings and profits · E&P computation worksheet
Supporting Information – earnings and profits computation
Computation worksheet and schedule of differences to Schedule M-1 or M-3 · Corporate tax return schedules
Before you submit
- 1Enter the corporation’s name and employer identification number
- 2Answer Yes/No to prior calendar year filing and enter applicable year(s) if Yes
- 3Answer Yes/No to liquidation question and attach explanation if Yes
- 4Answer Yes/No to S corporation accumulated adjustments account question and enter balance if Yes
- 5Enter accumulated earnings and profits at the beginning of the tax year
- 6Enter actual earnings and profits for the current tax year
- 7Provide counts of individual, partnership, and corporate/other shareholders at date of last dividend payment
How to file this form
- 1Complete Form 5452 with all required information
- 2Attach the supporting information listed in the instructions
- 3Attach Form 5452 to the corporation’s income tax return for the tax year of the distributions
- 4File the combined return by the due date for that tax year
- 5Retain a copy of the filed Form 5452 and attachments for records
Known limitations
- 1Form 5452 does not apply to tax‑free stock dividends — Form p.2 — nondividend distributions do not include tax‑free stock dividends.
- 2Form 5452 does not apply to distributions exchanged for stock in liquidations or redemptions — Form p.2 — nondividend distributions do not include distributions exchanged for stock in liquidations or redemptions.
- 3S corporations file Form 5452 only when distributions are made under sections 1371(e) or 1371(f) or when distributions fully exhaust accumulated earnings and profits — Form p.2 — An S corporation should file this form when distributions are made under section 1371(e), 1371(f), or in the year when distributions fully exhaust accumulated earnings and profits.
- 4If the corporation is a member of a consolidated group, only the parent corporation must file Form 5452 — Form p.2 — If the corporation is a member of a consolidated group, the parent corporation must file Form 5452.
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.
Almost done reviewing the fields?
Fillable formOpen in Editor->Form 5452 (Rev. October 2018) points to www.irs.gov/Form5452 for the latest information; the revision date is October 2018.
What changed or needs a fresh check
- Edition date — confirm revision reads October 2018
- Fee — Not stated in the official source
- Mailing address — Not stated in the official source
- Signature — Not stated in the official source
- OMB number — confirm OMB No. 1545-0123
Quick Facts
Downloads
After you file
- 1Retain all books and records related to Form 5452 for as long as they may become material in the administration of any Internal Revenue law — Form p.2 — Books or records relating to a form ... must be retained as long as their contents may become material in the administration of any Internal Revenue law.
- 2Keep a copy of the filed Form 5452 and all attached supporting schedules with the corporation’s tax return records — Not stated in the official source — verify on the agency site
- 3If an error is discovered after filing, file an amended corporate return with a corrected Form 5452 — Not stated in the official source — verify on the agency site
- 4Expect no separate acknowledgment; the filing is considered complete when the corporation’s income tax return is accepted — Not stated in the official source — verify on the agency site
Sources
- SRCForm p.2 — nondividend distributions do not include tax‑free stock dividends.
- SRCForm p.2 — nondividend distributions do not include distributions exchanged for stock in liquidations or redemptions.
- SRCForm p.2 — An S corporation should file this form when distributions are made under section 1371(e), 1371(f), or in the year when distributions fully exhaust accumulated earnings and profits.
- SRCForm p.2 — If the corporation is a member of a consolidated group, the parent corporation must file Form 5452.
- SRCForm p.2 — All corporations that have made nondividend distributions to their shareholders must file Form 5452.
- SRCForm p.2 — A calendar tax year corporation must attach Form 5452 ... to its income tax return due for the tax year in which the nondividend distributions were made.
- SRCForm p.2 — A fiscal tax year corporation must attach Form 5452 ... to its income tax return due for the first fiscal year ending after the calendar year in which the nondividend distributions were made.
- SRCForm p.2 — Books or records relating to a form ... must be retained as long as their contents may become material in the administration of any Internal Revenue law.
Common confusion points
Do I need to file Form 5452 for a tax‑free stock dividend?
Because nondividend distributions exclude tax‑free stock dividends.
→ Verify the distribution is not a tax‑free stock dividend; only nondividend distributions trigger filing — Form p.2 — nondividend distributions do not include tax‑free stock dividends.
Do S corporations always have to file Form 5452?
Filing is required only for distributions under sections 1371(e) or 1371(f) or when earnings and profits are fully exhausted.
→ Confirm the distribution falls under section 1371(e) or 1371(f) or fully exhausts accumulated earnings and profits — Form p.2 — An S corporation should file this form when distributions are made under section 1371(e), 1371(f), or in the year when distributions fully exhaust accumulated earnings and profits.
If my corporation is part of a consolidated group, does each member file Form 5452?
Only the parent corporation is required to file.
→ Identify the parent corporation and ensure it files Form 5452 — Form p.2 — If the corporation is a member of a consolidated group, the parent corporation must file Form 5452.
What counts as a nondividend distribution?
Confusion arises between regular dividends and nondividend distributions.
→ Verify that the corporation’s current and accumulated earnings and profits are less than the distribution amount — Form p.2 — Nondividend distributions are distributions made to shareholders ... because the paying corporation’s current and accumulated earnings and profits are less than the distributions.
When must a fiscal‑year corporation attach Form 5452?
Fiscal‑year corporations have a different filing deadline than calendar‑year corporations.
→ Attach Form 5452 to the income tax return due for the first fiscal year ending after the calendar year in which the nondividend distributions were made — Form p.2 — A fiscal tax year corporation must attach Form 5452 ... to its income tax return due for the first fiscal year ending after the calendar year in which the nondividend distributions were made.
Do I need to attach a Schedule L with Form 5452?
Schedule L is required only if the corporation was required to complete Schedule L for the tax year.
→ Determine whether Schedule L (Form 1120) was required for the tax year; attach only if required — Form p.2 — If the corporation was required to complete Schedule L (Form 1120) for the tax year, a tax basis balance sheet.
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Questions about IRS Form 5452
What is IRS Form 5452 used for?
Form 5452 tells the IRS how much money a corporation gave to shareholders that isn’t a dividend. The corporation lists each payment, whether it’s taxable, and provides earnings‑and‑profits calculations. The form goes with the corporate tax return.
Who must file IRS Form 5452?
All corporations that have made nondividend distributions must file IRS Form 5452; for a consolidated group, the parent corporation files, and S corporations file when the distributions meet the listed sections.
What information does IRS Form 5452 require?
The form collects the amounts paid, the taxable and nontaxable portions, and required supporting information such as earnings‑and‑profits computations, schedules of differences, and a tax‑basis balance sheet.
How do I complete IRS Form 5452?
Answer the Yes/No questions about prior filings, liquidation status, and S‑corporation adjustments. Complete Part F showing taxable and nontaxable amounts for each distribution. Attach the earnings‑and‑profits computation, the year‑by‑year accumulated earnings and profits schedule, and any required balance‑sheet schedules. Then attach Form 5452 to the corporation’s income tax return for the applicable year.
Do I need to file Form 5452 for a tax‑free stock dividend?
Because nondividend distributions exclude tax‑free stock dividends. Verify the distribution is not a tax‑free stock dividend; only nondividend distributions trigger filing — Form p.2 — nondividend distributions do not include tax‑free stock dividends.
Do S corporations always have to file Form 5452?
Filing is required only for distributions under sections 1371(e) or 1371(f) or when earnings and profits are fully exhausted. Confirm the distribution falls under section 1371(e) or 1371(f) or fully exhausts accumulated earnings and profits — Form p.2 — An S corporation should file this form when distributions are made under section 1371(e), 1371(f), or in the year when distributions fully exhaust accumulated earnings and profits.
If my corporation is part of a consolidated group, does each member file Form 5452?
Only the parent corporation is required to file. Identify the parent corporation and ensure it files Form 5452 — Form p.2 — If the corporation is a member of a consolidated group, the parent corporation must file Form 5452.
What counts as a nondividend distribution?
Confusion arises between regular dividends and nondividend distributions. Verify that the corporation’s current and accumulated earnings and profits are less than the distribution amount — Form p.2 — Nondividend distributions are distributions made to shareholders ... because the paying corporation’s current and accumulated earnings and profits are less than the distributions.
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