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Form 5452: Corporate Report of Nondividend Distributions
IRS Form 5452 is a Corporate Report of Nondividend Distributions that corporations file to report distributions made to shareholders for the calendar year ending December 31. It must be attached to the corporation’s income tax return.
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IRS Form 5452 - Corporate Report of Nondividend Distributions
IRS Form 5452 is a Corporate Report of Nondividend Distributions that corporations file to report distributions made to shareholders for the calendar year ending December 31. It must be attached to the corporation’s income tax return.
Risk Radar
Scan points- 1Ensure you attach Form 5452 to the corporation’s income tax return for the correct year.
- 2Failing to attach Form 5452 to the corresponding income tax return.
- 3Not correctly reporting if any distributions are part of a partial or complete liquidation (Item B).
- 4Omitting the required explanation when answering 'Yes' to distribution being part of a liquidation.
- 5Incorrectly calculating the percentage taxable/nontaxable amounts based on Total Amount Paid in Part F.
Plain English
This form tells the IRS about money paid out to company owners (shareholders) that are not standard dividends. It explains why these payments might or might not be taxed, based on the company's earnings. The corporation uses this report to show the IRS how much of those payouts were taxable versus nontaxable.
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
- Use this form when a corporation makes nondividend distributions to shareholders under section 301, section 1368(c)(3), section 1371(e), or section 1371(f).
- Do not use it when the distribution is a tax-free stock dividend or a distribution exchanged for stock in liquidations or redemptions.
- Check Form 1120 instead when filing as an S corporation and distributions are made under section 1371(e) or 1371(f).
- Use this form when a consolidated group's parent corporation is making the nondividend distributions.
Form selector
Use this form or another form?
Corporation is part of a consolidated group
The parent corporation must file Form 5452 for the entire group.
✓ Check supporting schedules in Item 1 and Item 2.
S Corporation distributions are being reported
An S corporation should file this form when reporting specific distribution types or exhausting E&P.
✓ Check Part F to show taxable/nontaxable status.
Corporation is a fiscal tax year filer
The attached return must be due for the first fiscal year ending after the distributions occurred, not necessarily the calendar year end.
✓ Confirm your corporation's fiscal year schedule.
Deadline or filing window
For a calendar tax year corporation, Form 5452 is due with its related taxes for the calendar year ending December 31. For a fiscal tax year corporation, it must be attached to the return due for the first fiscal year ending after the distributions occurred.
Checklist
What you need before filling it out
Who Must File
All corporations that made nondividend distributions to shareholders · Form 5452 (p.2)
Filing Deadline (Calendar Year)
Attach to income tax return due for the year of distribution · Form 5452 (p.2)
E&P Start Date
February 28, 1913 · Form 5452 (p.1/p.2)
Shareholder Count (Individuals)
Number of individuals listed in Part E · Form 5452 (p.1)
Supporting Info Item 1
Computation of earnings and profits for the tax year · Form 5452 (p.2)
Consolidated Group Filing
Parent corporation must file, attaching specific allocation schedules · Form 5452 (p.2)
Before you submit
- 1Confirm you have attached Form 5452 and its items to your corporation's income tax return.
- 2Verify that Part D shows the Accumulated earnings and profits balance as of December 31st (or your fiscal year end).
- 3Check if any distributions are part of a partial or complete liquidation and attach an explanation if 'Yes'.
- 4If applicable, ensure you have completed Item 1 of Supporting Information with E&P computations.
- 5For consolidated groups, confirm the parent has attached schedules showing tax liability allocation and member income/loss.
- 6Review Part F to verify that the percentages for taxable and nontaxable distributions are based on the 'Total Amount Paid' column amounts.
- 7If noncash distributions occurred, verify you have attached a statement showing both tax bases and fair market values.
How to file this form
- 1Complete Part A through F of Form 5452 by entering required data for the calendar year ending December 31.
- 2Attach all necessary Supporting Information, including E&P computations and any required schedules (like Schedule M-1/M-3 differences).
- 3If applicable, complete Item 2 of Supporting Information by providing consolidated group allocation and member details.
- 4Sign the form (though signature location is not explicitly detailed on page 1 provided) before attaching it to your corporation's income tax return for filing.
Known limitations
- 1The form applies to nondividend distributions made under section 301, section 1368(c)(3), section 1371(e), or section 1371(f).
- 2An S corporation should file Form 5452 when distributions are made under section 1371(e) or 1371(f), or in the year that fully exhausts accumulated earnings and profits.
- 3Nondividend distributions do not include tax-free stock dividends or distributions exchanged for stock in liquidations or redemptions.
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->The current edition filed is Revision October 2018 (Rev. 10-2018). The source directs users to www.irs.gov/Form5452 for the latest information regarding developments related to Form 5452 and its instructions.
What changed or needs a fresh check
- Edition date — confirm the revision date reads 10-2018.
- OMB Number — confirm the form bears OMB No. 1545-0123.
- Filing requirement — confirm you attach it to your corporation’s income tax return for the relevant year.
- Specific section check — confirm Part D reports Accumulated earnings and profits since February 28, 1913.
Quick Facts
Downloads
After you file
- 1The corporation must attach Form 5452 and its Supporting Information to the income tax return due for the year of distribution.
- 2If the corporation has a fiscal tax year, it attaches Form 5452 to the income tax return due for the first fiscal year ending after the calendar year of the distributions.
- 3The corporation must retain books or records relating to Form 5452 as long as their contents may become material in the administration of any Internal Revenue law.
- 4A copy of the filed Form 5452 should be kept by the filer.
Sources
- SRCInstructions p.1 — Form 5452 covers distributions for calendar year ending December 31.
- SRCInstructions p.1 — The form must be attached to the corporation’s income tax return.
- SRCInstructions p.1 — The required OMB Number is 1545-0123.
- SRCInstructions p.2 — All corporations that made nondividend distributions must file Form 5452.
- SRCInstructions p.2 — A fiscal tax year corporation attaches Form 5452 to the income tax return due for the first fiscal year ending after the calendar year in which the distributions were made.
- SRCInstructions p.1 — The form is used to report nondividend distributions under section 301, section 1368(c)(3), section 1371(e), or section 1371(f).
Common confusion points
Who must file this form?
All corporations that made nondividend distributions to shareholders must file it; if the corporation is part of a consolidated group, the parent corporation must file it.
When do I need to attach Form 5452?
A calendar tax year corporation attaches it to its income tax return due for the tax year in which distributions occurred. A fiscal tax year corporation attaches it to the return due for the first fiscal year ending after the distribution year.
What is a 'nondividend distribution'?
It is a distribution made to shareholders in the normal course of business, considered partially or fully nontaxable because the paying corporation’s current and accumulated earnings and profits are less than the distributions.
Do I need to attach anything else?
Yes; Supporting Information must be attached. This includes an E&P computation, a year-by-year AEP computation, and potentially other schedules depending on whether Schedule M-1/M-3 or Schedule L was completed.
If we used accelerated depreciation, what do we need to attach?
The corporation must attach a schedule of the depreciation (and any amortization) figured under the straight line method, along with a reconciliation of the difference between that amount and the deduction on Form 1120 or another comparable return.
What if our company is part of a consolidated group?
The parent corporation must file Form 5452 and also attach schedules showing the allocation of the consolidated tax liability (and method used) and the taxable income or loss of each member.
Workflow map
Related forms and next steps
Before
Current
Often used with
⚠ If something goes wrong
- A schedule showing the allocation of consolidated tax liability if the company is part of a consolidated group.
Questions about IRS Form 5452
What is IRS Form 5452 used for?
This form tells the IRS about money paid out to company owners (shareholders) that are not standard dividends. It explains why these payments might or might not be taxed, based on the company's earnings. The corporation uses this report to show the IRS how much of those payouts were taxable versus nontaxable.
Who must file IRS Form 5452?
All corporations that have made nondividend distributions to their shareholders must file Form 5452. If the corporation is part of a consolidated group, the parent corporation must file it.
What information does IRS Form 5452 require?
Part F collects details on Corporate Distributions, showing the taxable and nontaxable status for each distribution reported to shareholders. The form also requires reporting amounts paid from earnings & profits versus other sources.
When is IRS Form 5452 due?
A calendar tax year corporation must attach Form 5452 to its income tax return due for the tax year in which the distributions were made. A fiscal tax year corporation attaches it to the return due for the first fiscal year ending after the distribution year.
Where do I file IRS Form 5452?
The form must be attached to the corporation’s income tax return. Instructions direct filers to www.irs.gov/Form5452 for further guidance on filing locations.
How do I complete IRS Form 5452?
The corporation completes Part F of Form 5452, detailing each distribution's tax status. The percentages for taxable and nontaxable amounts are based on the 'Total Amount Paid.' If noncash distributions occurred, a statement showing both tax bases and fair market values must be attached.
What happens if IRS Form 5452 is filed incorrectly?
If information is incorrect, the filer may fail to comply with Internal Revenue laws and might be subject to penalties, as required by the Paperwork Reduction Act Notice.
Who must file this form?
All corporations that made nondividend distributions to shareholders must file it; if the corporation is part of a consolidated group, the parent corporation must file it.
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