How to File Form 966: Deadline, Mailing Address, and Attachments

To file Form 966, you mail the completed form, along with a certified copy of your dissolution resolution, to the IRS service center where your corporation files its income tax return. The form must reach the IRS within 30 days of the date your board or shareholders formally adopt the plan to dissolve or liquidate.¹ Form 966 cannot be filed electronically. The IRS does not accept it through the Modernized e-File system and explicitly lists it among forms that should not be included with an electronic corporate return.²

When the 30-Day Clock Starts

The deadline runs from the date of the internal corporate vote adopting the dissolution plan, not the date your state officially dissolves the entity. Corporations routinely mix up these two dates and lose weeks they don’t have. If you later amend or supplement the plan, you file a new Form 966 within 30 days of adopting the amendment, referencing the original filing date and attaching a certified copy of the amendment.³

Information You Need on the Form

The form is short, but the preparation behind it is not. Have the following ready:

The corporation’s legal name, current address, and EIN, matching exactly what the IRS has from prior returns.
The place and date of original incorporation.
The exact date the resolution or plan was adopted, plus dates of any amendments.
The IRS district where your most recent income tax return was filed and the tax year it covered. If that return was filed electronically, enter “e-file” on line 5.⁴
The Internal Revenue Code section governing the liquidation on line 10. A standard complete or partial liquidation is “section 331.” A subsidiary liquidating into its parent is “section 332.”⁴

If you enter section 332, the parent corporation recognizes no gain or loss on property received from the liquidating subsidiary.⁵ Parent-subsidiary dissolutions have more involved documentation requirements, and a tax professional should review the filing.

Attachments to Prepare

A certified copy of the actual resolution or plan of dissolution must be attached to Form 966.³ This is the document from your corporate minutes showing the full text of the resolution and the date adopted. For an amended filing, attach the certified copy of the amendment or supplement only.

You should also compile a summary of the corporation’s assets and liabilities as of the plan adoption date, the total fair market value of assets being distributed or expected to be distributed, the number of shares outstanding for each class of stock, and the expected date of the final liquidating distribution. Shareholders rely on the distribution value to calculate the gain or loss on their stock, which is the difference between what they receive and their adjusted basis.⁶

Where and How to Mail It

Mail the completed Form 966 and the certified copy to the IRS service center where the corporation files its income tax return.⁴ The address depends on the corporation’s principal business location and is the same one used for Form 1120 or Form 1120-S.

Given the 30-day window, use a method that proves your mailing date. Certified mail with return receipt from USPS, or an IRS-designated private delivery service, gives you a timestamp establishing the filing was timely. Keep a complete copy of what you sent, including the resolution. The IRS does not acknowledge paper filings the way it confirms electronic returns.

Who Does Not Need to File

Any corporation, C or S, that adopts a plan to dissolve or liquidate any of its stock must file, and farmer’s cooperatives adopting a dissolution plan file as well. Two categories are specifically excused: exempt organizations and qualified subchapter S subsidiaries (QSubs).⁴ Deemed liquidations also don’t trigger a filing, so no Form 966 is needed if the corporation made a Section 338 election or elected to be treated as a disregarded entity.

What Else You Need to File

Form 966 is a notification, not a tax return. The corporation still owes a final income tax return covering its last tax year, and on that return you check the “Final return” box in Item E at the top of the form.⁷ The final return reports all income, deductions, and gains or losses through the date the corporation ceases operations, including any gain on assets distributed to shareholders at fair market value. The 30-day Form 966 deadline almost always arrives first; the final return is filed after the last tax year ends.

If you distribute $600 or more to any individual shareholder as part of the liquidation, you must also issue Form 1099-DIV.⁸ Cash distributions go in Box 9 and noncash distributions, reported at fair market value on the distribution date, go in Box 10. These do not go in the ordinary dividend boxes (1a or 1b). Each qualifying shareholder gets a copy, and copies are filed with the IRS. Shareholders use the amounts to calculate their capital gain or loss.

If You Miss the 30-Day Deadline

A late filing does not invalidate the dissolution itself, but it can create real tax problems for your shareholders. Liquidating distributions are supposed to be treated as payment in exchange for stock, producing capital gain or loss treatment.⁶ Without proper documentation of the dissolution plan on file, the IRS could reclassify the distributions as ordinary dividends under Section 301, which usually means a higher tax bill for shareholders. File late rather than not at all.

1
Office of the Law Revision Counsel. 26 USC 6043 – Liquidating, Etc., Transactions
2
Internal Revenue Service. Directions for Corporations to E-file
3
eCFR. 26 CFR 1.6043-1 – Return Regarding Corporate Dissolution or Liquidation
4
Internal Revenue Service. Form 966 (Rev. October 2016) Instructions
5
Office of the Law Revision Counsel. 26 USC 332 – Complete Liquidations of Subsidiaries
6
Office of the Law Revision Counsel. 26 USC 331 – Gain or Loss to Shareholder in Corporate Liquidations
7
Internal Revenue Service. 2025 Instructions for Form 1120
8
Internal Revenue Service. Instructions for Form 1099-DIV (Rev. January 2024)