Independent form guide. BrieflyGo is not affiliated with or endorsed by IRS, USCIS, SSA, DOL, or any U.S. government agency. Official forms are sourced from public government websites.
Official form guide
Form 966: Corporate Dissolution or Liquidation
IRS Form 966 is for Corporate Dissolution or Liquidation and is required when a corporation adopts a plan to dissolve or liquidate its stock. The form must be filed within 30 days after the resolution or plan is adopted.
Need help with Form 966?
Open it in the AI Editor for field guidance, checks, and PDF export.
Need help? AI Editor guides you through every field of Form 966.
Start filling →Form Overview
IRS Form 966 - Corporate Dissolution or Liquidation
IRS Form 966 is for Corporate Dissolution or Liquidation and is required when a corporation adopts a plan to dissolve or liquidate its stock. The form must be filed within 30 days after the resolution or plan is adopted.
Risk Radar
Scan points- 1Failure to file within 30 days of adopting the resolution or plan is a critical deadline violation.
- 2Failing to include all required information from an earlier filing when amending or supplementing.
- 3Not entering the date the earlier form was filed on Line 11 if submitting a supplement.
- 4Omitting the specific code section (Line 10) under which dissolution/liquidation occurs.
- 5Submitting Form 966 for a deemed liquidation instead of filing it correctly.
Plain English
This form officially tells the IRS that a company is either shutting down completely (dissolving) or selling off parts of itself (liquidating). By filing Form 966, the corporation documents this action and reports on how its assets are being handled during the process. This documentation ensures the IRS correctly tracks the company's final financial status.
Submission Date
- Filing date: 2016-10-17 00:00:00
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
AI co-pilot
Fill it faster. Catch mistakes before you file.
What this form is for
- Use this form when a corporation adopts a resolution or plan to dissolve the corporation or liquidate any of its stock (or if it is a foreign corporation required under section 6043(a) while filing a U.S. tax return).
- Do not use Form 966 for a deemed liquidation, such as a section 338 election or an election to be treated as a disregarded entity under Regulations section 301.7701-3.
- Check Form 990 instead when the filing entity is an exempt organization, and check Form 8869 instead for qualified subchapter S subsidiaries.
Form selector
Use this form or another form?
Exempt Organization
Required if the corporation is an exempt organization but not required to file Form 1120-F.
✓ Check instructions for Form 990/990-PF.
Foreign Corporation (not filing other returns)
If a foreign corporation is not required to file Form 1120-F or any other U.S. tax return, it generally does not need to file Form 966.
✓ Review Form 5471 requirements.
Generally not required, but may be needed
Amended/Supplemented Plan
If the plan is changed after filing, a new form must be filed within 30 days of the change.
✓ Ensure you enter the date the earlier form was filed on line 11.
Deadline or filing window
The trigger for filing Form 966 is the adoption of a resolution or plan to dissolve or liquidate. The corporation must submit the form within 30 days after this event occurs. If the original plan changes, a new Form 966 must be filed within 30 days of that amendment being adopted.
Checklist
What you need before filling it out
Who Must File
A corporation (or a farmer’s cooperative) · Form 966
When To File
Within 30 days after the resolution or plan is adopted to dissolve/liquidate · Form 966
Where To File
IRS Center where the corporation files its income tax return · Form 966
Distribution of Property
Assets are valued at fair market value · Form 966 (P.2)
Foreign Corporations
Must file if filing a U.S. tax return and required under section 6043(a) · Form 966
Line 11 (Amendments)
Date the previous Form 966 was filed · Form 966 (P.1)
Before you submit
- 1Verify that all required information for Name, Number, and address is present on line 1.
- 2Confirm the correct Date(s) of any plan amendments are entered on line 9.
- 3Check that the specific Section of the Code (e.g., section 331) is correctly identified on line 10.
- 4If amending, confirm the date of the previous Form 966 was entered on line 11.
- 5Attach a certified copy of the resolution/plan and all amendments if required.
- 6Ensure Line 5 reads 'e-file' if the preceding tax return was filed electronically.
- 7Confirm that the form is signed and dated by an authorized corporate officer.
How to file this form
- 1Complete all fields on Form 966, including the Name of corporation, address details, and Section of the Code (line 10).
- 2If amending or supplementing the plan, enter the date the prior form was filed on line 11 and attach a certified copy of the amendment/supplement.
- 3Sign and date Form 966 using an authorized corporate officer's signature block.
- 4Mail or electronically submit the completed Form 966 to the Internal Revenue Service Center where the corporation files its income tax return.
Known limitations
- 1Exempt organizations should not file Form 966; they should refer to Instructions for Form 990 or Form 990-PF.
- 2Qualified subchapter S subsidiaries should not file Form 966; they should see Form 8869, Qualified Subchapter S Subsidiary Election.
- 3A corporation must not file Form 966 for a deemed liquidation (such as a section 338 election or an election to be treated as a disregarded entity under Regulations section 301.7701-3).
- 4Foreign corporations generally are not required to file Form 966 unless they are required to file Form 1120-F, U.S. Income Tax Return of a Foreign Corporation, or another U.S. tax return.
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 of IRS Form 966 is Revision October 2016 (Rev. 10-2016). The source directs users to www.irs.gov/form966 for information about the form and its instructions.
What changed or needs a fresh check
- Edition date — confirm the revision reads October 2016 (Rev. 10-2016).
- Fee — Not stated in the official source.
- Mailing address — File with the IRS Center where the corporation files its income tax return (do not send to the general comments address: 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224).
- Signature — confirm it is signed and dated by an authorized officer (President, VP, Treasurer, etc.).
- Filer requirement — confirm the entity listed is a corporation or farmer’s cooperative.
- Deadline — confirm filing within 30 days after the resolution/plan adoption.
Quick Facts
Downloads
After you file
- 1Keep a copy of the filed Form 966.
- 2If the resolution or plan is amended or supplemented after filing, file another Form 966 within 30 days after that amendment or supplement was adopted.
- 3When filing an amended form, enter the date the earlier form was filed on line 11 of the new Form 966 and attach a certified copy of the change.
- 4Books or records relating to Form 966 must be retained as long as their contents may become material in the administration of any Internal Revenue law.
Sources
- SRCInstructions p.1 — A corporation (or a farmer’s cooperative) must file Form 966 if it adopts a resolution or plan to dissolve the corporation or liquidate any of its stock.
- SRCInstructions p.1 — The filing deadline is within 30 days after the resolution or plan is adopted to dissolve the corporation or liquidate any of its stock.
- SRCInstructions p.1 — If the resolution/plan is amended or supplemented, file another Form 966 within 30 days after that change was adopted.
- SRCInstructions p.1 — File Form 966 with the Internal Revenue Service Center at the address where the corporation (or cooperative) files its income tax return.
- SRCInstructions p.2 — Distributed assets are valued at fair market value, unless a liquidation of a subsidiary or distribution under a plan of reorganization occurs.
- SRCInstructions p.1 & 2 — Exempt organizations should see instructions for Form 990 or Form 990-PF; Subchapter S subsidiaries should see Form 8869.
- SRCInstructions p.2 — If filed by a receiver, trustee, or assignee, the fiduciary must sign the return instead of the corporate officer.
Common confusion points
Who needs to file this form?
A corporation or a farmer's cooperative must file Form 966 if it adopts a resolution or plan to dissolve or liquidate any of its stock.
→ Check line 1 on the form.
What happens if my dissolution plan changes after I send in Form 966?
File another Form 966 within 30 days after the amendment or supplement is adopted.
→ Ensure you include all required information from the original filing, plus the change.
Where exactly do I mail this form?
File Form 966 with the Internal Revenue Service Center at the address where the corporation (or cooperative) files its income tax return.
→ Do not send it to the general IRS Tax Forms and Publications mailing address unless specified otherwise.
What is the standard valuation for distributed assets?
Distributed assets must be valued at fair market value, though exceptions exist for subsidiary liquidations or plans of reorganization.
→ Refer to line 1 on Form 966 for confirmation.
Does a receiver/trustee need to sign if someone else files it?
Yes; if a return is filed by a receiver, trustee, or assignee, the fiduciary must sign the return instead of the corporate officer.
→ Check the signature block instructions on the form.
What happens if I am a foreign corporation that doesn't file Form 1120-F?
You are generally not required to file Form 966 unless another U.S. tax return filing requires it.
→ Confirm your specific filing requirements against the source.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- Foreign corporations may need to report dissolution/liquidation information using Form 5471, Information Return of U.S. Persons With Respect To Certain Foreign Corporations.
Questions about IRS Form 966
What is IRS Form 966 used for?
This form officially tells the IRS that a company is either shutting down completely (dissolving) or selling off parts of itself (liquidating). By filing Form 966, the corporation documents this action and reports on how its assets are being handled during the process. This documentation ensures the IRS correctly tracks the company's final financial status.
Who must file IRS Form 966?
A corporation or a farmer’s cooperative must file Form 966 if it adopts a resolution or plan to dissolve the corporation or liquidate any of its stock. Exempt organizations and qualified subchapter S subsidiaries should not file this form.
What information does IRS Form 966 require?
The form collects information about the corporation itself, including its name and address. It also requires identification of the code section under which the dissolution or liquidation occurs (Line 10) and details regarding the distribution of assets.
When is IRS Form 966 due?
Form 966 must be filed within 30 days after the resolution or plan is adopted to dissolve the corporation or liquidate any of its stock. If the original plan is amended, another Form 966 must be filed within 30 days after that amendment is adopted.
Where do I file IRS Form 966?
The form must be filed with the Internal Revenue Service Center located at the address where the corporation (or cooperative) files its income tax return. Electronic filing options are available if the preceding return was filed electronically (Line 5 or Line 7e).
How do I complete IRS Form 966?
First, the corporation must fill out all required information, including its name and address. Next, it identifies the relevant code section (e.g., “section 331”) on Line 10. Finally, the return must be signed and dated by an authorized corporate officer.
What happens if IRS Form 966 is filed incorrectly?
If the required information is not provided, the IRS may be unable to properly recognize gain or loss on the distribution of assets during a complete liquidation.
Who needs to file this form?
A corporation or a farmer's cooperative must file Form 966 if it adopts a resolution or plan to dissolve or liquidate any of its stock. Check line 1 on the form.
Source transparency
Copyright & Licensing - US Government Forms
BrieflyGo links to and explains official public form sources. We are not a government agency, and this page is for general form guidance, not legal advice.
Understand the agreement before you sign it.
Review risky clauses in plain English, fix the document, and keep it moving toward signature.