IRS Form 966: who must file it and the 30-day deadline
A corporation must file Form 966 within 30 days after it adopts a resolution or plan to dissolve or to liquidate any of its stock. S corporations file it too. Attach a certified copy of the resolution or plan, have an authorized officer sign, and file it with the IRS service center where the corporation files its income tax return.
Who has to file Form 966?
The rule on the form is short: a corporation, or a farmer's cooperative, files Form 966 if it adopts a resolution or plan to dissolve or to liquidate any of its stock. The form is required under section 6043(a) of the Internal Revenue Code. The exceptions are on the form too. Here is how that applies to the business types that ask.
| Business | Files Form 966? | Why |
|---|---|---|
| C corporation (files Form 1120) | Yes | Files Form 966 when it adopts a resolution or plan to dissolve or to liquidate any of its stock. Source |
| S corporation (files Form 1120-S) | Yes | Form 966 lists Form 1120-S as a return type, and the IRS lists Form 966 under corporation requirements that include S corporations. Source |
| Farmer's cooperative | Yes | Named in the same filing rule as corporations. Source |
| LLC taxed as a corporation (Form 8832 or 2553 election) | Follow the corporation rule | The IRS treats it as a corporation for federal tax purposes, so the corporation rule on this page is the one to read. Source |
| LLC taxed as a partnership or a disregarded entity | No | The filing rule names corporations and farmer's cooperatives. These LLCs close with a final Form 1065 or the owner's own return instead. Source |
| Exempt organization | No | The form says exempt organizations should not file it; see the Form 990 or 990-PF instructions. Source |
| Qualified subchapter S subsidiary (QSub) | No | The form says QSubs should not file it; see Form 8869. Source |
| Deemed liquidation (section 338 election, or an election to be disregarded) | No | The form says not to file Form 966 for a deemed liquidation. Source |
| Foreign corporation that files no U.S. return | No | Generally not required. One that files a U.S. return must file if section 6043(a) applies. Source |
When is Form 966 due, and when is the final return due?
Form 966 is due within 30 days after the resolution or plan is adopted. The clock starts on the adoption date you enter on line 4, not on the day the state accepts your dissolution filing. If the plan is later amended or supplemented, a new Form 966 is due within 30 days of that change.
The final income tax return has its own deadline, counted from the date the corporation dissolved. A C corporation that has dissolved generally files Form 1120 by the 15th day of the 4th month after that date. An S corporation generally files Form 1120-S by the 15th day of the 3rd month after it. Enter your dates to see both.
Enter the adoption date to see the Form 966 deadline.
Form 966: we count 30 calendar days and do not move the date for weekends or holidays, so filing earlier avoids the question. Final return: the IRS instructions let a return due on a Saturday, Sunday or legal holiday be filed on the next business day; we move weekends only, not holidays. Check your extension options with the IRS or your tax preparer.
What goes on each line of Form 966?
The form is one page, and the current revision is dated October 2016. This is what each part asks for, in the IRS's own terms.
| Line | What to enter |
|---|---|
| Top of the form | Name, address, EIN, and the type of return the corporation files (1120, 1120-L, 1120-IC-DISC, 1120-S or other). |
| 1 and 2 | Date and place of incorporation. |
| 3 | Type of liquidation: complete or partial. |
| 4 | Date the resolution or plan of complete or partial liquidation was adopted. Your 30 days run from this date. |
| 5 | Service center where the corporation filed its immediately preceding tax return. If that return was e-filed, enter "e-file". |
| 6 and 7a | Last day of the immediately preceding tax year, and last day of the final tax year. |
| 7b to 7e | Whether the final return was part of a consolidated return; if yes, the common parent and its EIN and service center. |
| 8 | Total shares outstanding, common and preferred, when the plan was adopted. |
| 9 | Dates of any amendments to the plan of dissolution. |
| 10 | Code section for the liquidation. The IRS gives "section 331" for a complete or partial liquidation and "section 332" for a qualifying subsidiary. |
| 11 | Only for an amended or supplemental filing: the date the earlier Form 966 was filed. |
| Attachment | A certified copy of the resolution or plan, plus any amendments or supplements not filed before. |
| Signature | The president, vice president, treasurer, assistant treasurer, chief accounting officer or another authorized officer. A receiver, trustee or assignee signs instead when filing for the corporation. |
Where do you file Form 966?
With the IRS service center at the address where the corporation files its income tax return. Those addresses are in the Where To File section of the Form 1120 instructions and the Form 1120-S instructions, and they depend on where the business is located and on its total assets. Keep a copy of the signed form and of the certified resolution with the corporate records.
What do you file after Form 966?
Form 966 is the first IRS step, not the last. The IRS lists these for a corporation that is closing:
- The final income tax returnForm 1120 for a C corporation or Form 1120-S for an S corporation, with the "final return" box checked near the top of page 1. An S corporation also checks the "final K-1" box on each Schedule K-1. Capital gains and losses go on Schedule D.
- Form 1099-DIV for liquidation paymentsFile one for each shareholder paid $600 or more in money or other property as part of a liquidation: cash in box 9, other property in box 10 at its fair market value on the date of distribution.
- Final payroll forms, if you had employeesForm 941 (or 944) for the quarter of the final wage payments, with the business-closed box checked, Form 940 for the year, and Forms W-2 and W-3.
- Form 4797 or 8594, if they applyForm 4797 if you sold business property, and Form 8594 if you sold the business.
- The letter that closes the IRS business accountLegal name, EIN, business address and the reason, sent to the IRS once every return is filed and the tax is paid. The IRS closes the account, and the EIN stays the business's permanent federal taxpayer number.
Distributions in a complete liquidation have a tax side too: the form's instructions say the corporation recognizes gain or loss on the assets it distributes, valued at fair market value, with exceptions for a subsidiary liquidation and a plan of reorganization. That is the part to work through with a tax professional.
Is Form 966 the same as dissolving the corporation?
No. Form 966 tells the IRS about the plan. The corporation itself is dissolved under state law, by the filing your state requires with its business filing office. The forms, fees and tax steps differ by state: see how to dissolve a corporation in California for one state end to end, and how to dissolve a corporation for the general order of steps. If you are closing an LLC instead, the LLC guides by state have each state's form.
Rather not file it yourself?
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See LegalZoom's dissolution packages ↗Paid linkNot legal or tax advice. This page restates IRS forms and instructions. Liquidation can change what the corporation and its shareholders owe, so have a CPA or tax attorney review your situation before you file.
Sources, read October 28, 2026: IRS Form 966 (Rev. October 2016) and its instructions; IRS: About Form 966; IRS: Closing a business; IRS Publication 5447-B, How to Close a Corporation; IRS: 2025 Instructions for Form 1120; IRS: 2025 Instructions for Form 1120-S; IRS: Instructions for Form 1099-DIV (Rev. January 2024); IRS: Limited liability company (LLC).
Form 966: FAQ
Do S corporations file Form 966?
Yes. Form 966 lists Form 1120-S among the return types, and the IRS page on closing a business lists Form 966 under its corporation filing requirements, a section that "includes S corporations". The S corporation also files a final Form 1120-S and checks the final K-1 box on each Schedule K-1.
Does an LLC file Form 966?
Only if the IRS treats the LLC as a corporation, for example after a Form 8832 or Form 2553 election. An LLC taxed as a partnership closes with a final Form 1065, and a single-member LLC that is disregarded reports on its owner's return. Neither is named in the Form 966 filing rule.
What if we filed Form 966 later than 30 days?
The Form 966 instructions set the 30-day rule but do not describe a separate late-filing procedure or state a penalty amount. Ask a tax professional how to handle a late form for your corporation.
Do we file a new Form 966 if the plan changes?
Yes. If the resolution or plan is amended or supplemented after Form 966 is filed, file another Form 966 within 30 days after the amendment is adopted. Enter the date of the earlier form on line 11 and attach a certified copy of the amendment.
Does filing Form 966 dissolve the corporation?
No. Form 966 is an information filing with the IRS. The corporation is dissolved under state law, by the filing your state requires (in California, for example, the Certificate of Dissolution with the Secretary of State).
Who signs Form 966?
The president, vice president, treasurer, assistant treasurer, chief accounting officer or another corporate officer authorized to sign. If a receiver, trustee or assignee files for the corporation, that fiduciary signs instead.
These answers are general information, not legal, tax, or financial advice. Rules and fees change and vary by state: confirm current requirements with the relevant government agency and, for your situation, a licensed professional.