Publication 542 (3-2012) CORPORATIONS

Introduction

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Introduction

This publication discusses the general tax laws that apply to ordinary domestic corporations. It explains the tax law in plain language so it will be easier to understand. However, the information given does not cover every situation and is not intended to replace the law or change its meaning.

Note. This publication is not revised on an annual basis. To find changes that may affect current year returns, see the instructions for your income tax return for the current year; and Changes to Current Forms and Publications at http://www.irs.gov/formspubs.

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Tax questions. If you have a tax question, visit IRS.gov or call 1-800-829-1040. We cannot answer tax questions at either of the addresses listed above.

Ordering forms and publications. Visit http://www.irs.gov/formspubs to download forms and publications, call 1-800-829-3676, or write to the National Distribution Center at the address shown under How to Get Tax Help, later in this publication.

Additional forms. A list of other forms and statements that a corporation may need to file is included at the end of this publication.

Useful Items

You may want to see:

Publication

The rules you must use to determine whether a business is taxed as a corporation changed for businesses formed after 1996.

Business formed before 1997. A business formed before 1997 and taxed as a corporation under the old rules will generally continue to be taxed as a corporation.

Business formed after 1996. The following businesses formed after 1996 are taxed as corporations.

Some corporations may meet the qualifications for electing to be S corporations. For information on S corporations, see the instructions for Form 1120S, U.S. Income Tax Return for an S Corporation.

Personal service corporations. A corporation is a personal service corporation if it meets all of the following requirements.

Personal services include any activity performed in the fields of accounting, actuarial science, architecture, consulting, engineering, health (including veterinary services), law, and the performing arts.

Employee-owners. A person is an employee-owner of a personal service corporation if both of the following apply.

For other rules that apply to personal service corporations see

later.

Closely held corporations. A corporation is closely held if all of the following apply.

For the at-risk rules that apply to closely held corporations, see At-Risk Limits, later.

Property Exchanged for Stock

If you transfer property (or money and property) to a corporation in exchange for stock in that corporation (other than nonqualified preferred stock, described later), and immediately afterward you are in control of the corporation, the exchange is usually not taxable. This rule applies both to individuals and to groups who transfer property to a corporation. It also applies whether the corporation is being formed or is already operating. It does not apply in the following situations.

Nonqualified preferred stock. Nonqualified preferred stock is treated as property other than stock. Generally, it is preferred stock with any of the following features.

For a detailed definition of nonqualified preferred stock, see section

of the Internal Revenue Code.

Liabilities. If the corporation assumes your liabilities, the exchange generally is not treated as if you received money or other property. There are two exceptions to this treatment.

For more information on the assumption of liabilities, see section

of the Internal Revenue Code.

Example. You transfer property to a corporation for stock. Immediately after the transfer, you control the corporation. You also receive $10,000 in the exchange. Your adjusted basis in the transferred property is $20,000. The stock you receive has a fair market value (FMV) of $16,000. The corporation also assumes a $5,000 mortgage on the property for which you are personally liable. Gain is realized as follows.

 FMV of stock received                             $16,000

 Cash received                                      10,000

 Liability assumed by corporation                    5,000

                                                  --------

 Total received                                    $31,000

 Minus: Adjusted basis of property transferred      20,000

                                                  --------

 Realized gain                                     $11,000

                                                  ========

The liability assumed is not treated as money or other property. The recognized gain is limited to $10,000, the cash received.

Loss on exchange. If you have a loss from an exchange and own, directly or indirectly, more than 50% of the corporation's stock, you cannot deduct the loss. For more information, see Nondeductible Loss under Sales and Exchanges Between Related Persons in chapter 2 of Publication 544.

Basis of stock or other property received. The basis of the stock you receive is generally the adjusted basis of the property you transfer. Increase this amount by any amount treated as a dividend, plus any gain recognized on the exchange. Decrease this amount by any cash you received, the fair market value of any other property you received, and any loss recognized on the exchange. Also decrease this amount by the amount of any liability the corporation or another party to the exchange assumed from you, unless payment of the liability gives rise to a deduction when paid.

Further decreases may be required when the corporation or another party to the exchange assumes from you a liability that gives rise to a deduction when paid, if the basis of the stock would otherwise be higher than its fair market value on the date of the exchange. This rule does not apply if the entity assuming the liability acquired either substantially all of the assets or the trade or business with which the liability is associated.

The basis of any other property you receive is its fair market value on the date of the trade.

Basis of property transferred. A corporation that receives property from you in exchange for its stock generally has the same basis you had in the property, increased by any gain you recognized on the exchange. However, the increase for the gain recognized may be limited. For more information, see section 362 of the Internal Revenue Code.

Election to reduce basis. In a section 351 transaction, if the adjusted basis of the property transferred exceeds the property's fair market value, the transferor and transferee may make an irrevocable election to treat the basis of the stock received by the transferor as having a basis equal to the fair market value of the property transferred. The transferor and transferee make this election by attaching a statement to their tax returns filed by the due date (including extensions) for the tax year in which the transaction occurred. However, if the transferor makes the election by including the certification provided in Notice 2005-70, 2005-41, I.R.B. 694, on or with its tax return filed by the due date (including extensions), then no election need be made by the transferee.

For more information on making this election, see section Notice 2005-70.

Capital Contributions

This section explains the tax treatment of contributions from shareholders and nonshareholders.

Paid-in capital. Contributions to the capital of a corporation, whether or not by shareholders, are paid-in capital. These contributions are not taxable to the corporation.

Basis. The corporation's basis of property contributed to capital by a shareholder is the same as the basis the shareholder had in the property, increased by any gain the shareholder recognized on the exchange. However, the increase for the gain recognized may be limited. For more information, see Basis of property transferred, above, and section 362 of the Internal Revenue Code.

The basis of property contributed to capital by a person other than a shareholder is zero.

If a corporation receives a cash contribution from a person other than a shareholder, the corporation must reduce the basis of any property acquired with the contribution during the 12-month period beginning on the day it received the contribution by the amount of the contribution. If the amount contributed is more than the cost of the property acquired, then reduce, but not below zero, the basis of the other properties held by the corporation on the last day of the 12-month period in the following order.

Reduce the basis of property in each category to zero before going on to the next category.

There may be more than one piece of property in each category. Base the reduction of the basis of each property on the following ratio:

                    Basis of each piece of property

          --------------------------------------------------

            Bases of all properties (within that category)

If the corporation wishes to make this adjustment in some other way, it must get IRS approval. The corporation files a request for approval with its income tax return for the tax year in which it receives the contribution.

Filing and Paying Income Taxes

The federal income tax is a pay-as-you-go tax. A corporation generally must make estimated tax payments as it earns or receives income during its tax year. After the end of the year, the corporation must file an income tax return. This section will help you determine when and how to pay and file corporate income taxes.

TIP: For certain corporations affected by Presidentially declared disasters such as hurricanes, the due dates for filing returns, paying taxes, and performing other time-sensitive acts may be extended. The IRS may also forgive the interest and penalties on any underpaid tax for the length of any extension. For more information, visit http://www.irs.gov/newsroom/article/0,,id=108362.00.

Income Tax Return

This section will help you determine when and how to report a corporation's income tax.

Who must file. Unless exempt under section 501 of the Internal Revenue Code, all domestic corporations in existence for any part of a tax year (including corporations in bankruptcy) must file an income tax return whether or not they have taxable income.

Which form to file. A corporation generally must file Form 1120, U.S. Corporation Income Tax Return, to report its income, gains, losses, deductions, credits, and to figure its income tax liability. Certain organizations and entities must file special returns. For more information, see Special Returns for Certain Organizations, in the Instructions for Form 1120.

Electronic filing. Corporations can generally electronically file (e-file) Form 1120 and certain related forms, schedules, and attachments. Certain corporations with total assets of $10 million or more, that file at least 250 returns a year must e-file Form 1120. However, in certain instances, these corporations can request a waiver. For more information regarding electronic filing, visit http://www.irs.gov/efile.

When to file. Generally, a corporation must file its income tax return by the 15th day of the 3rd month after the end of its tax year. A new corporation filing a short-period return must generally file by the 15th day of the 3rd month after the short period ends. A corporation that has dissolved must generally file by the 15th day of the 3rd month after the date it dissolved.

Example 1. A corporation's tax year ends December 31. It must file its income tax return by March 15th.

Example 2. A corporation's tax year ends June 30. It must file its income tax return by September 15th.

If the due date falls on a Saturday, Sunday, or legal holiday, the due date is extended to the next business day.

Extension of time to file. File Form 7004, Application for Automatic Extension of Time To File Certain Business Income Tax, Information and Other Returns, to request an extension of time to file a corporation income tax return. The IRS will grant the extension if you complete the form properly, file it, and pay any tax due by the original due date for the return.

Form 7004 does not extend the time for paying the tax due on the return. Interest, and possibly penalties, will be charged on any part of the final tax due not shown as a balance due on Form 7004. The interest is figured from the original due date of the return to the date of payment.

For more information, see the instructions for Form 7004.

How to pay your taxes. A corporation must pay its tax due in full no later than the 15th day of the 3rd month after the end of its tax year.

Electronic Federal Tax Payment System (EFTPS). Corporations generally must use EFTPS to make deposits of all tax liabilities (including social security, Medicare, withheld income, excise, and corporate income taxes). For more information on EFTPS and enrollment, visit http://www.eftps.gov or call 1-800-555-4477. Also see Publication 966, The Secure Way to Pay Your Federal Taxes.

Note. Forms 8109 and 8109-B, Federal Tax Deposit Coupon, can no longer be used to make federal tax deposits.

Penalties

CAUTION: Generally, if the corporation receives a notice about interest and penalties after it files its return, send the IRS an explanation and we will determine if the corporation meets reasonable-cause criteria. Do not attach an explanation when the corporation's return is filed. See the instructions for your income tax return.

Late filing of return. A corporation that does not file its tax return by the due date, including extensions, may be penalized 5% of the unpaid tax for each month or part of a month the return is late, up to a maximum of 25% of the unpaid tax. If the corporation is charged a penalty for late payment of tax (discussed next) for the same period of time, the penalty for late filing is reduced by the amount of the penalty for late payment. The minimum penalty for a return that is over 60 days late is the smaller of the tax due or $100. The penalty will not be imposed if the corporation can show the failure to file on time was due to a reasonable cause.

Late payment of tax. A corporation that does not pay the tax when due may be penalized 1/2 of 1% of the unpaid tax for each month or part of a month the tax is not paid, up to a maximum of 25% of the unpaid tax. The penalty will not be imposed if the corporation can show that the failure to pay on time was due to a reasonable cause.

Trust fund recovery penalty. If income, social security, and Medicare taxes that a corporation must withhold from employee wages are not withheld or are not deposited or paid to the United States Treasury, the trust fund recovery penalty may apply. The penalty is the full amount of the unpaid trust fund tax. This penalty may apply to you if these unpaid taxes cannot be immediately collected from the business.

The trust fund recovery penalty may be imposed on all persons who are determined by the IRS to be responsible for collecting, accounting for, and paying these taxes, and who acted willfully in not doing so.

A responsible person can be an officer or employee of a corporation, an accountant, or a volunteer director/trustee. A responsible person also may include one who signs checks for the corporation or otherwise has authority to cause the spending of business funds.

Willfully means voluntarily, consciously, and intentionally. A responsible person acts willfully if the person knows the required actions are not taking place.

For more information on withholding and paying these taxes, see Publication 15 (Circular E), Employer's Tax Guide, and Publication 51, (Circular A), Agricultural Employer's Tax Guide.

Other penalties. Other penalties can be imposed for negligence, substantial understatement of tax, reportable transaction understatements, and fraud. See sections 6662, 6662A, and 6663 of the Internal Revenue Code.

Estimated Tax

Generally, a corporation must make installment payments if it expects its estimated tax for the year to be $500 or more. If the corporation does not pay the installments when they are due, it could be subject to an underpayment penalty. This section will explain how to avoid this penalty.

When to pay estimated tax. Installment payments are due by the 15th day of the 4th, 6th, 9th, and 12th months of the corporation's tax year.

Example 1. Your corporation's tax year ends December 31. Installment payments are due on April 15, June 15, September 15, and December 15.

Example 2. Your corporation's tax year ends June 30. Installment payments are due on October 15, December 15, March 15, and June 15.

If any due date falls on a Saturday, Sunday, or legal holiday, the installment is due on the next business day.

How to figure each required installment. Use Form 1120-W, Estimated Tax for Corporations, as a worksheet to figure each required installment of estimated tax. You will generally use one of the following two methods to figure each required installment. You should use the method that yields the smallest installment payments.

Note. In these discussions, "return" generally refers to the corporation's original return. However, an amended return is considered the original return if it is filed by the due date (including extensions) of the original return.

Method 1. Each required installment is 25% of the income tax the corporation will show on its return for the current year.

Method 2. Each required installment is 25% of the income tax shown on the corporation's return for the previous year.

To use Method 2:

Also, if the corporation is a large corporation, it can use Method 2 to figure the first installment only.

See the Instructions for Form 1120-W, for the definition of a large corporation and other special rules for large corporations.

Other methods. If a corporation's income is expected to vary during the year because, for example, its business is seasonal, it may be able to lower the amount of one or more required installments by using one or both of the following methods.

Use Schedule A of Form 1120-W to determine if using one or both of these methods will lower the amount of any required installments.

Refiguring required installments. If after the corporation figures and deposits its estimated tax it finds that its tax liability for the year will be more or less than originally estimated, it may have to refigure its required installments to see if an underpayment penalty may apply. An immediate catchup payment should be made to reduce any penalty resulting from the underpayment of any earlier installments.

Underpayment penalty. If the corporation does not pay a required installment of estimated tax by its due date, it may be subject to a penalty. The penalty is figured separately for each installment due date. The corporation may owe a penalty for an earlier due date, even if it paid enough tax later to make up the underpayment. This is true even if the corporation is due a refund when its return is filed.

Form 2220. Use Form 2220, Underpayment of Estimated Tax by Corporations, to determine if a corporation is subject to the penalty for underpayment of estimated tax and to figure the amount of the penalty.

If the corporation is charged a penalty, the amount of the penalty depends on the following three factors.

A corporation generally does not have to file Form 2220 with its income tax return because the IRS will figure any penalty and bill the corporation. However, even if the corporation does not owe a penalty, complete and attach the form to the corporation's tax return if any of the following apply.

A corporation is generally required to use EFTPS to pay its taxes. See Electronic Federal Tax Payment System (EFTPS), earlier. Also see the Instructions for Form 1120-W.

Quick refund of overpayments. A corporation that has overpaid its estimated tax for the tax year may be able to apply for a quick refund. Use Form 4466, Corporation Application for Quick Refund of Overpayment of Estimated Tax, to apply for a quick refund of an overpayment of estimated tax. A corporation can apply for a quick refund if the overpayment is:

Use Form 4466 to figure the corporation's expected tax liability and the overpayment of estimated tax.

File Form 4466 before the 16th day of the 3rd month after the end of the tax year, but before the corporation files its income tax return. Do not file Form 4466 before the end of the corporation's tax year. An extension of time to file the corporation's income tax return will not extend the time for filing Form 4466. The IRS will act on the form within 45 days from the date you file it.

U.S. Real Property Interest

If a domestic corporation acquires a U.S. real property interest from a foreign person or firm, the corporation may have to withhold tax on the amount it pays for the property. The amount paid includes cash, the fair market value of other property, and any assumed liability. If a domestic corporation distributes a U.S. real property interest to a foreign person or firm, it may have to withhold tax on the fair market value of the property. A corporation that fails to withhold may be liable for the tax, and any penalties and interest that apply. For more information, see section 1445 of the Internal Revenue Code; Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities; Form 8288, U.S. Withholding Tax Return for Dispositions by Foreign Persons of U.S. Real Property Interests; and Form 8288-A, Statement of Withholding on Dispositions by Foreign Persons of U.S. Real Property Interests.

Accounting Methods

An accounting method is a set of rules used to determine when and how income and expenses are reported. Taxable income should be determined using the method of accounting regularly used in keeping the corporation's books and records. In all cases, the method used must clearly show taxable income.

Generally, permissible methods include:

Generally, a corporation (other than a qualified personal service corporation) must use the accrual method of accounting if its average annual gross receipts exceed $5 million. A corporation engaged in farming operations also must use the accrual method.

If inventories are required, the accrual method generally must be used for sales and purchases of merchandise. However, qualifying taxpayers and eligible businesses of qualifying small business taxpayers are excepted from using the accrual method for eligible trades or businesses and may account for inventoriable items as materials and supplies that are not incidental.

Under the accrual method, an amount is includable in income when:

Generally, an accrual basis taxpayer can deduct accrued expenses in the tax year when:

There are exceptions to the economic performance rule for certain items, including recurring expenses. See section

of the Internal Revenue Code and the related regulations for the rules for determining when economic performance takes place.

Nonaccrual experience method. Accrual method corporations are not required to maintain accruals for certain amounts from the performance of services that, on the basis of their experience, will not be collected, if:

This provision does not apply if interest is required to be paid on the amount or if there is any penalty for failure to pay the amount timely.

Percentage of completion method. Long-term contracts (except for certain real property construction contracts) must generally be accounted for using the percentage of completion method described in section 460 of the Internal Revenue Code.

Mark-to-market accounting method. Generally, dealers in securities must use the mark-to-market accounting method described in section 475 of the Internal Revenue Code. Under this method any security held by a dealer as inventory must be included in inventory at its FMV. Any security not held as inventory at the close of the tax year is treated as sold at its FMV on the last business day of the tax year. Any gain or loss must be taken into account in determining gross income. The gain or loss taken into account is treated as ordinary gain or loss.

Dealers in commodities and traders in securities and commodities can elect to use the mark-to-market accounting method.

Change in accounting method. A corporation can change its method of accounting used to report taxable income (for income as a whole or for the treatment of any material item). The corporation must file Form 3115, Application for Change in Accounting Method. For more information, see Form 3115 and Publication 538.

Section 481(a) adjustment. The corporation may have to make an adjustment under section 481(a) of the Internal Revenue Code to prevent amounts of income or expense from being duplicated or omitted. The section 481(a) adjustment period is generally 1 year for a net negative adjustment and 4 years for a net positive adjustment. However, a corporation can elect to use a 1-year adjustment period if the net section 481(a) adjustment for the change is less than $25,000. The corporation must complete the appropriate lines of Form 3115 to make the election. See the Instructions for Form 3115.

Accounting Periods

A corporation must figure its taxable income on the basis of a tax year. A tax year is the annual accounting period a corporation uses to keep its records and report its income and expenses. Generally, corporations can use either a calendar year or a fiscal year as its tax year. Unless special rules apply, a corporation generally adopts a tax year by filing its first federal income tax return using that tax year. For more information, see Publication 538.

Personal service corporation. A personal service corporation must use a calendar year as its tax year unless:

If a personal service corporation makes a section

election, its deduction for certain amounts paid to employee-owners may be limited. See Schedule H (Form 1120), Section

Limitations for a Personal Service Corporation (PSC), to figure the maximum deduction.

Change of tax year. Generally, a corporation must get the consent of the IRS before changing its tax year by filing Form 1128. However, under certain conditions, a corporation can change its tax year without getting the consent. For more information, see Form 1128 and Publication 538.

Recordkeeping

A corporation should keep its records for as long as they may be needed for the administration of any provision of the Internal Revenue Code. Usually records that support items of income, deductions, or credits on the return must be kept for 3 years from the date the return is due or filed, whichever is later. Keep records that verify the corporation's basis in property for as long as they are needed to figure the basis of the original or replacement property.

The corporation should keep copies of all filed returns. They help in preparing future and amended returns and in the calculation of earnings and profits.

Income, Deductions, and Special Provisions

Rules on income and deductions that apply to individuals also apply, for the most part, to corporations. However, the following special provisions apply only to corporations.

Costs of Going Into Business

When you go into business, treat all costs you incur to get your business started as capital expenses. However, a corporation can elect to deduct a limited amount of start-up or organizational costs. Any costs not deducted can be amortized.

Start-up costs are costs for creating an active trade or business or investigating the creation or acquisition of an active trade or business. Organizational costs are the direct costs of creating the corporation.

For more information on deducting or amortizing start-up and organizational costs, see the instructions for your income tax return. Also see, Publication 535, chapter 7, Costs You Can Deduct or Capitalize, and chapter 8, Amortization.

Related Persons

A corporation that uses an accrual method of accounting cannot deduct business expenses and interest owed to a related person who uses the cash method of accounting until the corporation makes the payment and the corresponding amount is includible in the related person's gross income. Determine the relationship, for this rule, as of the end of the tax year for which the expense or interest would otherwise be deductible. If a deduction is denied, the rule will continue to apply even if the corporation's relationship with the person ends before the expense or interest is includible in the gross income of that person. These rules also deny the deduction of losses on the sale or exchange of property between related persons.

Related persons. For purposes of this rule, the following persons are related to a corporation.

To determine whether an individual directly or indirectly owns any of the outstanding stock of a corporation, the following apply.

Where it is necessary to clearly show income or prevent tax evasion, the IRS can reallocate gross income, deductions, credits, or allowances between two or more organizations, trades, or businesses owned or controlled directly, or indirectly, by the same interests.

Complete liquidations. The disallowance of losses from the sale or exchange of property between related persons does not apply to liquidating distributions.

More information. For more information about the related person rules, see Publication 544.

Income From Qualifying Shipping Activities

A corporation may make an election to be taxed on its notional shipping income at the highest corporate tax rate. If a corporation makes this election it may exclude income from qualifying shipping activities from gross income. Also if the election is made, the corporation generally may not claim any loss, deduction, or credit with respect to qualifying shipping activities. A corporation making this election may also elect to defer gain on the disposition of a qualifying vessel.

A corporation uses Form 8902, Alternative Tax on Qualifying Shipping Activities, to make the election and figure the alternative tax. For more information regarding the election, see Form 8902.

Election to Expense Qualified Refinery Property

A corporation can make an irrevocable election on its tax return filed by the due date (including extensions) to deduct 50% of the cost of qualified refinery property (defined in section 179C(c) of the Internal Revenue Code), placed in service before January 1, 2014. The deduction is allowed for the year in which the property is placed in service.

A subchapter T cooperative can make an irrevocable election on its return by the due date (including extensions) to allocate this deduction to its owners based on their ownership interest.

For more information, see section 179C of the Internal Revenue Code and the related Regulations.

Deduction to Comply With EPA Sulfur Regulations

A small business refiner can make an irrevocable election on its tax return filed by the due date (including extensions) to deduct up to 75% of qualified costs paid or incurred to comply with the Highway Diesel Fuel Sulfur Control Requirements of the Environmental Protection Agency (EPA).

A subchapter T cooperative can make an irrevocable election on its return filed by the due date (including extensions) to allocate the deduction to its owners based on their ownership interest.

For more information, see sections 45H and 179B of the Internal Revenue Code and the related Regulations.

Energy-Efficient Commercial Building Property Deduction

A corporation can claim a deduction for costs associated with energy-efficient commercial building property, placed in service before January 1, 2014. In order to qualify for the deduction:

The deduction is limited to $1.80 per square foot of the building less the total amount of deductions taken for this property in prior tax years. Other rules and limitations apply. The corporation must reduce the basis of any property by any deduction taken. The deduction is subject to recapture if the corporation fails to fully implement an energy savings plan.

For more information, see section 179D of the Internal Revenue Code. Also see Notice 2006-52, 2006-26 I.R.B. 1175, clarified and amplified by Notice 2008-40, 2008-14 I.R.B. 725, and any successor.

Corporate Preference Items

A corporation must make special adjustments to certain items before it takes them into account in determining its taxable income. These items are known as corporate preference items and they include the following.

For more information on corporate preference items, see section

of the Internal Revenue Code.

Dividends-Received Deduction

A corporation can deduct a percentage of certain dividends received during its tax year. This section discusses the general rules that apply. The deduction is figured on Form 1120, Schedule C, or the applicable schedule of your income tax return. For more information, see the Instructions for Form 1120, or the instructions for your applicable income tax return.

Dividends from domestic corporations. A corporation can deduct, within certain limits, 70% of the dividends received if the corporation receiving the dividend owns less than 20% of the corporation distributing the dividend. If the corporation owns 20% or more of the distributing corporation's stock, it can, subject to certain limits, deduct 80% of the dividends received.

Ownership. Determine ownership, for these rules, by the amount of voting power and value of the paying corporation's stock (other than certain preferred stock) the receiving corporation owns.

Small business investment companies. Small business investment companies can deduct 100% of the dividends received from taxable domestic corporations.

Dividends from regulated investment companies. Regulated investment company dividends received are subject to certain limits. Capital gain dividends received from a regulated investment company do not qualify for the deduction. For more information, see section 854 of the Internal Revenue Code.

No deduction allowed for certain dividends. Corporations cannot take a deduction for dividends received from the following entities.

Dividends on deposits or withdrawable accounts in domestic building and loan associations, mutual savings banks, cooperative banks, and similar organizations are interest, not dividends. They do not qualify for this deduction.

Limit on deduction for dividends. The total deduction for dividends received or accrued is generally limited (in the following order) to:

In figuring the limit, determine taxable income without the following items.

If a corporation has a net operating loss (NOL) for a tax year, the limit of 80% (or 70%) of taxable income does not apply. To determine whether a corporation has an NOL, figure the dividends-received deduction without the 80% (or 70%) of taxable income limit.

Example 1. A corporation loses $25,000 from operations. It receives $100,000 in dividends from a 20%-owned corporation. Its taxable income is $75,000 ($100,000 -- $25,000) before the deduction for dividends received. If it claims the full dividends-received deduction of $80,000 ($100,000 × 80%) and combines it with an operations loss of $25,000, it will have an NOL of ($5,000). Therefore, the 80% of taxable income limit does not apply. The corporation can deduct the full $80,000.

Example 2. Assume the same facts as in Example 1, except that the corporation only loses $15,000 from operations. Its taxable income is $85,000 before the deduction for dividends received. After claiming the dividends-received deduction of $80,000 ($100,000 × 80%), its taxable income is $5,000. Because the corporation will not have an NOL after applying a full dividends-received deduction, its allowable dividends-received deduction is limited to 80% of its taxable income, or $68,000 ($85,000 × 80%).

Extraordinary Dividends

If a corporation receives an extraordinary dividend on stock held 2 years or less before the dividend announcement date, it generally must reduce its basis in the stock by the nontaxed part of the dividend. The nontaxed part is any dividends-received deduction allowable for the dividends.

Extraordinary dividend. An extraordinary dividend is any dividend on stock that equals or exceeds a certain percentage of the corporation's adjusted basis in the stock. The percentages are:

Treat all dividends received that have ex-dividend dates within an 85-consecutive-day period as one dividend. Treat all dividends received that have ex-dividend dates within a 365-consecutive-day period as extraordinary dividends if the total of the dividends exceeds 20% of the corporation's adjusted basis in the stock.

Disqualified preferred stock. Any dividend on disqualified preferred stock is treated as an extraordinary dividend regardless of the period of time the corporation held the stock.

Disqualified preferred stock is any stock preferred as to dividends if any of the following apply.

These rules apply to stock issued after July 10, 1989, unless it was issued under a written binding contract in effect on that date, and thereafter, before the issuance of the stock.

More information. For more information on extraordinary dividends, see section 1059 of the Internal Revenue Code.

Below-Market Loans

If a corporation receives a below-market loan and uses the proceeds for its trade or business, it may be able to deduct the forgone interest.

A below-market loan is a loan on which no interest is charged or on which interest is charged at a rate below the applicable federal rate. A below-market loan generally is treated as an arm's-length transaction in which the borrower is considered as having received both the following:

Treat the additional payment as a gift, dividend, contribution to capital, payment of compensation, or other payment, depending on the substance of the transaction.

Foregone interest. For any period, forgone interest is equal to:

See Below-market loans, in chapter 4 of

for more information.

Charitable Contributions

A corporation can claim a limited deduction for charitable contributions made in cash or other property. The contribution is deductible if made to, or for the use of, a qualified organization. For more information on qualified organizations, see Publication 526, Charitable Contributions. Also see, Exempt Organizations Select Check (EO Select Check) at http://www.irs.gov/charities, the on-line search tool for finding information on organizations eligible to receive tax-deductible contributions.

Note. You cannot take a deduction if any of the net earnings of an organization receiving contributions benefit any private shareholder or individual.

Cash method corporation. A corporation using the cash method of accounting deducts contributions in the tax year paid.

Accrual method corporation. A corporation using an accrual method of accounting can choose to deduct unpaid contributions for the tax year the board of directors authorizes them if it pays them by the 15th day of the 3rd month after the close of that tax year. Make the choice by reporting the contribution on the corporation's return for the tax year. A declaration stating that the board of directors adopted the resolution during the tax year must accompany the return. The declaration must include the date the resolution was adopted.

Limitations on deduction. A corporation cannot deduct charitable contributions that exceed 10% of its taxable income for the tax year. Figure taxable income for this purpose without the following.

Corporations that are farmers and ranchers should see section

of the Internal Revenue Code for special rules that may affect the deduction limit.

Carryover of excess contributions. You can carry over, within certain limits, to each of the subsequent 5 years any charitable contributions made during the current year that exceed the 10% limit. You lose any excess not used within that period. For example, if a corporation has a carryover of excess contributions paid in 2010 and it does not use all the excess on its return for 2011, it can carry any excess over to 2012, 2013, 2014, and 2015, if applicable. Any excess not used in 2015 is lost. Do not deduct a carryover of excess contributions in the carryover year until after you deduct contributions made in that year (subject to the 10% limit). You cannot deduct a carryover of excess contributions to the extent it increases a net operating loss carryover.

Cash contributions. A corporation must maintain a record of any contribution of cash, check, or other monetary contribution, regardless of the amount. The record can be a bank record, receipt, letter, or other written communication from the donee indicating the name of the organization, the date of the contribution, and the amount of the contribution. Keep the record of the contribution with the other corporate records. Do not attach the records to the corporation's return. For more information on cash contributions, see Publication 526.

Gifts of $250 or more. Generally, no deduction is allowed for any contribution of $250 or more unless the corporation gets a written acknowledgement from the donee organization. The acknowledgement should show the amount of cash contributed, a description of the property contributed, and either gives a description and a good faith estimate of the value of any goods or services provided in return for the contribution or states that no goods or services were provided in return for the contribution. The acknowledgement should be received by the due date (including extensions) of the return, or, if earlier, the date the return was filed. Keep the acknowledgement with other corporate records. Do not attach the acknowledgement to the return.

Contributions of property other than cash. If a corporation (other than a closely-held or a personal service corporation) claims a deduction of more than $500 for contributions of property other than cash, a schedule describing the property and the method used to determine its fair market value must be attached to the corporation's return. In addition the corporation should keep a record of:

Closely held and personal service corporations must complete and attach Form 8283, Noncash Charitable Contributions, to their returns if they claim a deduction of more than $500 for non-cash contributions. For all other corporations, if the deduction claimed for donated property exceeds $5,000, complete Form 8283 and attach it to the corporation's return.

A corporation must obtain a qualified appraisal for all deductions of property claimed in excess of $5,000. A qualified appraisal is not required for the donation of cash, publicly traded securities, inventory, and any qualified vehicles sold by a donee organization without any significant intervening use or material improvement. The appraisal should be maintained with other corporate records and only attached to the corporation's return when the deduction claimed exceeds $500,000; $20,000 for donated art work.

See Form 8283 for more information.

Qualified conservation contributions. If a corporation makes a qualified conservation contribution, the corporation must provide information regarding the legal interest being donated, the fair market value of the underlying property before and after the donation, and a description of the conservation purpose for which the property will be used. For more information, see section 170(h) of the Internal Revenue Code.

Contributions of used vehicles. A corporation is allowed a deduction for the contribution of used motor vehicles, boats, and airplanes. The deduction is limited, and other special rules apply. For more information, see Publication 526.

Reduction for contributions of certain property. For a charitable contribution of property, the corporation must reduce the contribution by the sum of:

The reduction for the long-term capital gain applies to:

A corporation (other than an S corporation) may be able to claim a deduction equal to the lesser of (a) the basis of the donated inventory or property plus one-half of the inventory or property's appreciation (gain if the donated inventory or property was sold at fair market value on the date of the donation), or (b) two times basis of the donated inventory or property. This deduction may be allowed for certain contributions of:

Contributions made to an organization that conducts lobbying activities are not deductible if:

For more information on charitable contributions, including substantiation and recordkeeping requirements, see section

of the Internal Revenue Code, the related regulations, and

.

Capital Losses

A corporation can deduct capital losses only up to the amount of its capital gains. In other words, if a corporation has an excess capital loss, it cannot deduct the loss in the current tax year. Instead, it carries the loss to other tax years and deducts it from any net capital gains that occur in those years.

A capital loss is carried to other years in the following order.

When you carry a net capital loss to another tax year, treat it as a short-term loss. It does not retain its original identity as long term or short term.

Example. A calendar year corporation has a net short-term capital gain of $3,000 and a net long-term capital loss of $9,000. The short-term gain offsets some of the long-term loss, leaving a net capital loss of $6,000. The corporation treats this $6,000 as a short-term loss when carried back or forward.

The corporation carries the $6,000 short-term loss back 3 years. In year 1, the corporation had a net short-term capital gain of $8,000 and a net long-term capital gain of $5,000. It subtracts the $6,000 short-term loss first from the net short-term gain. This results in a net capital gain for year 1 of $7,000. This consists of a net short-term capital gain of $2,000 ($8,000 - $6,000) and a net long-term capital gain of $5,000.

S corporation status. A corporation may not carry a capital loss from, or to, a year for which it is an S corporation.

Rules for carryover and carryback. When carrying a capital loss from one year to another, the following rules apply.

When you carry back a capital loss to an earlier tax year, refigure your tax for that year. If your corrected tax is less than the tax you originally owed, use either Form 1139, Corporate Application for Tentative Refund, or Form 1120X, Amended U.S. Corporation Income Tax Return, to apply for a refund.

Form 1139. A corporation can get a refund faster by using Form 1139. It cannot file Form 1139 before filing the return for the corporation's capital loss year, but it must file Form 1139 no later than 1 year after the year it sustains the capital loss.

Form 1120X. If the corporation does not file Form 1139, it must file Form 1120X to apply for a refund. The corporation must file the Form 1120X within 3 years of the due date, including extensions, for filing the return for the year in which it sustains the capital loss.

Net Operating Losses

A corporation generally figures and deducts a net operating loss (NOL) the same way an individual, estate, or trust does. The same 2-year carryback and up to 20-year carryforward periods apply, and the same sequence applies when the corporation carries two or more NOLs to the same year. For more information on these general rules, see Publication 536, Net Operating Losses (NOLs) for Individuals, Estates, and Trusts.

A corporation's NOL generally differs from individual, estate, and trust NOLs in the following ways.

For more information, see the Instructions for Form 1139, and the instructions for the corporation's tax return.

Claiming the NOL Deduction

Generally, a corporation must carry an NOL back 2 years prior to the year the NOL is generated. If the NOL is not used in the prior years, the remaining NOL can be carried forward for up to 20 years after the tax year in which the NOL was generated. Special rules apply to certain losses including a specified liability loss, a farming loss, certain disaster losses, an applicable 2008 or 2009 NOL, an eligible loss, or an excess interest loss. See the Instructions for Form 1139.

A corporation can make an election to waive the carryback period and use only the 20 year carryforward period. To make the election check the box on Schedule K, Form 1120, Consolidated tax return filers must also attach a statement to the original return, filed by the due date (including extensions) for the NOL year.

NOL carryback. The following rules apply.

If a corporation carries forward its NOL, it enters the carryover on Schedule K, Form 1120, line 12. It also enters the deduction for the carryover (but not more than the corporation's taxable income after special deductions) on line 29(a) of Form 1120, or the applicable line of the corporation's income tax return.

Carryback expected. If a corporation expects to have an NOL in its current year, it can automatically extend the time for paying all or part of its income tax for the immediately preceding year. It does this by filing Form 1138, Extension of Time for Payment of Taxes by a Corporation Expecting a Net Operating Loss Carryback. It must explain on the form why it expects the loss.

The payment of tax that may be postponed cannot exceed the expected overpayment from the carryback of the NOL.

Period of extension. The extension is in effect until the end of the month in which the return for the NOL year is due (including extensions).

If the corporation files Form 1139 before this date, the extension will continue until the date the IRS notifies the corporation that its Form 1139 is allowed or disallowed in whole or in part.

Figuring the NOL Carryover

If the NOL available for a carryback or carryforward year is greater than the taxable income for that year, the corporation must modify its taxable income to figure how much of the NOL it will use up in that year and how much it can carry over to the next tax year.

Its carryover is the excess of the available NOL over its modified taxable income for the carryback or carryforward year.

Modified taxable income. A corporation figures its modified taxable income the same way it figures its taxable income, with the following exceptions.

The modified taxable income for any year cannot be less than zero.

Modified taxable income is used only to figure how much of an NOL the corporation uses up in the carryback or carryforward year and how much it carries to the next year. It is not used to fill out the corporation's tax return or figure its tax.

Ownership change. A loss corporation (one with cumulative losses) that has an ownership change is limited on the taxable income it can offset by NOL carryforwards arising before the date of the ownership change. This limit applies to any year ending after the change of ownership.

See sections 381 through 384, and 269 of the Internal Revenue Code and the related regulations for more information about the limits on corporate NOL carryovers and corporate ownership changes.

At-Risk Limits

The at-risk rules limit your losses from most activities to your amount at risk in the activity. The at-risk limits apply to certain closely held corporations (other than S corporations).

The amount at risk generally equals:

For the at-risk rules, a corporation is a closely held corporation if, at any time during the last half of the tax year, more than 50% in value of its outstanding stock is owned directly or indirectly by, or for, five or fewer individuals.

To figure if more than 50% in value of the stock is owned by five or fewer individuals, apply the following rules.

For more information on the at-risk limits, see

, Passive Activity and At-Risk Rules.

Passive Activity Limits

The passive activity rules generally limit your losses from passive activities to your passive activity income. Generally, you are in a passive activity if you have a trade or business activity in which you do not materially participate during the tax year, or you have a rental activity.

The passive activity rules apply to personal service corporations and closely held corporations other than S corporations.

Corporations subject to the passive activity limitations must complete Form 8810, Corporate Passive Activity Loss and Credit Limitations. For more information on the passive activity limits, see the Instructions for Form 8810 and Publication 925.

Figuring Tax

After you figure a corporation's taxable income, you figure its tax. This section discusses the tax rates, credits, recapture taxes, and alternative minimum tax.

Tax Rate Schedule

Most corporations figure their tax by using the following tax rate schedule. An exception to that rule applies to qualified personal service corporations. Other exceptions are discussed in the instructions for Form 1120, Schedule J. If the corporation is a member of a controlled group, the corporation must also complete Schedule O (Form 1120), Consent Plan and Apportionment Schedule for a Controlled Group.

                           Tax Rate Schedule

 ------------------------------------------------------------------

If taxable income (line 30, Form 1120) is:

 ------------------------------------------------------------------

Of the amount

 Over --         But not over --   Tax is:            over --

         $0          50,000                    

15%

           -0-

     50,000          75,000          

$7,500 + 25%

       $50,000

     75,000         100,000          

13,750 + 34%

        75,000

    100,000         335,000          

22,250 + 39%

       100,000

    335,000      10,000,000          

113,900 + 34%

       335,000

 10,000,000      15,000,000        

3,400,000 + 35%

    10,000,000

 15,000,000      18,333,333        

5,150,000 + 38%

    15,000,000

 18,333,333              --                    

35%

           -0-

 ------------------------------------------------------------------

A qualified personal service corporation is taxed at a flat rate of 35% on taxable income. A corporation is a qualified personal service corporation if it meets both of the following tests.

The tax laws give special treatment to some types of income and allow special deductions and credits for some types of expenses. These laws enable some corporations with substantial economic income to significantly reduce their regular tax. The corporate alternative minimum tax (AMT) targets these corporations and attempts to ensure that they pay at least a minimum amount of tax on their economic income. A corporation (other than a small corporation exempt from the AMT, as discussed below) owes AMT if its tentative minimum tax is more than its regular tax.

TIP: The tentative minimum tax of a small corporation is zero. This means that a small corporation will not owe AMT.

Small corporation exemption. A corporation is treated as a small corporation exempt from the AMT for its current tax year if that year is the corporation's first tax year in existence (regardless of its gross receipts for the year) or:

Use Form 4626, Alternative Minimum Tax -- Corporations, to figure the tentative minimum tax of a corporation that is not a small corporation for AMT purposes. For more information, see the Instructions for Form 4626.

Credits

A corporation's tax liability is reduced by allowable credits. The following list includes some of the credits available to corporations.

See Form 3800 for a list of allowable business credits and other special rules. General business credits are treated as used on a first-in, first-out basis by offsetting the earliest-earned credits first. Therefore, the order in which the credits are used in any tax year is as follows.

To carryback an unused credit, the corporation must file an amended return (Form 1120X, or other amended return) for the prior year, or an application for tentative refund (Form 1139).

A corporation is also allowed certain refundable credits such as the credit for federal tax on fuels used for certain nontaxable purposes (Form 4136). See the instructions for the corporation's income tax return for a list of other refundable credits that may be allowed for the current tax year.

Recapture Taxes

A corporation's tax liability is increased if it recaptures credits it has taken in prior years. The following list includes some credits a corporation may need to recapture.

See the credits listed in the Instructions to Form 3800 for additional credits which may be subject to recapture.

Accumulated Earnings Tax

A corporation can accumulate its earnings for a possible expansion or other bona fide business reasons. However, if a corporation allows earnings to accumulate beyond the reasonable needs of the business, it may be subject to an accumulated earnings tax of 15%. If the accumulated earnings tax applies, interest applies to the tax from the date the corporate return was originally due, without extensions.

To determine if the corporation is subject to this tax, first treat an accumulation of $250,000 or less generally as within the reasonable needs of most businesses. Treat an accumulation of $150,000 or less as within the reasonable needs of a business whose principal function is performing services in the fields of accounting, actuarial science, architecture, consulting, engineering, health (including veterinary services), law, and the performing arts.

In determining if the corporation has accumulated earnings and profits beyond its reasonable needs, value the listed and readily marketable securities owned by the corporation and purchased with its earnings and profits at net liquidation value, not at cost.

Reasonable needs of the business include the following.

The absence of a bona fide business reason for a corporation's accumulated earnings may be indicated by many different circumstances, such as a lack of regular distributions to its shareholders or withdrawals by the shareholders classified as personal loans. However, actual moves to expand the business generally qualify as a bona fide use of the accumulations.

The fact that a corporation has an unreasonable accumulation of earnings is sufficient to establish liability for the accumulated earnings tax unless the corporation can show the earnings were not accumulated to allow its individual shareholders to avoid income tax.

Distributions to Shareholders

This section discusses corporate distributions of money, stock, or other property to a shareholder with respect to the shareholder's ownership of stock. However, this section does not discuss the special rules that apply to the following distributions. See the applicable sections of the Internal Revenue Code.

Most distributions are in money, but they may also be in stock or other property. For this purpose, "property" generally does not include stock in the corporation or rights to acquire this stock. However, see Distributions of Stock or Stock Rights, later.

A corporation generally does not recognize a gain or loss on the distributions covered by the rules in this section. However, see Gain from property distributions, below.

Amount distributed. The amount of a distribution is generally the amount of any money paid to the shareholder plus the fair market value (FMV) of any property transferred to the shareholder. However, this amount is reduced (but not below zero) by the following liabilities.

The FMV of any property distributed to a shareholder becomes the shareholder's basis in that property.

Gain from property distributions. A corporation will recognize a gain on the distribution of property to a shareholder if the FMV of the property is more than its adjusted basis. This is generally the same treatment the corporation would receive if the property were sold. However, for this purpose, the FMV of the property is the greater of the following amounts.

If the property was depreciable or amortizable, the corporation may have to treat all or part of the gain as ordinary income from depreciation recapture. For more information on depreciation recapture and the sale of business property, see

.

Distributions of Stock or Stock Rights

Distributions by a corporation of its own stock are commonly known as stock dividends. Stock rights (also known as "stock options") are distributions by a corporation of rights to acquire its stock. Distributions of stock dividends and stock rights are generally tax-free to shareholders. However, if any of the following apply to their distribution, stock and stock rights are treated as property, as discussed under Money or Property Distributions.

The term "stock" includes rights to acquire stock and the term "shareholder" includes a holder of rights or convertible securities.

Constructive stock distributions. You must treat certain transactions that increase a shareholder's proportionate interest in the earnings and profits or assets of a corporation as if they were distributions of stock or stock rights. These constructive distributions are treated as property if they have the same result as a distribution described in (2), (3), (4), or (5) of the above discussion. Constructive distributions are described later.

This treatment applies to a change in your stock's conversion ratio or redemption price, a difference between your stock's redemption price and issue price, a redemption that is not treated as a sale or exchange of your stock, and any other transaction having a similar effect on a shareholder's interest in the corporation.

Expenses of issuing a stock dividend. You cannot deduct the expenses of issuing a stock dividend. These expenses include printing, postage, cost of advice sheets, fees paid to transfer agents, and fees for listing on stock exchanges. The corporation must capitalize these costs.

Constructive Distributions

The following sections discuss transactions that may be treated as distributions.

Below-market loans. If a corporation gives a shareholder a loan on which no interest is charged or on which interest is charged at a rate below the applicable federal rate, the interest not charged may be treated as a distribution to the shareholder. For more information, see Below-Market Loans earlier.

Corporation cancels shareholder's debt. If a corporation cancels a shareholder's debt without repayment by the shareholder, the amount canceled is treated as a distribution to the shareholder.

Transfers of property to shareholders for less than FMV. A sale or exchange of property by a corporation to a shareholder may be treated as a distribution to the shareholder. For a shareholder who is not a corporation, if the FMV of the property on the date of the sale or exchange exceeds the price paid by the shareholder, the excess may be treated as a distribution to the shareholder.

Unreasonable rents. If a corporation rents property from a shareholder and the rent is unreasonably more than the shareholder would charge to a stranger for use of the same property, the excessive part of the rent may be treated as a distribution to the shareholder. For more information, see Unreasonable rent, in chapter 3 of Publication 535.

Unreasonable salaries. If a corporation pays an employee who is also a shareholder a salary that is unreasonably high considering the services actually performed by the shareholder-employee, the excessive part of the salary may be treated as a distribution to the shareholder-employee.

Reporting Dividends and Other Distributions

A corporate distribution to a shareholder is generally treated as a distribution of earnings and profits. Any part of a distribution from either current or accumulated earnings and profits is reported to the shareholder as a dividend. Any part of a distribution that is not from earnings and profits is applied against and reduces the adjusted basis of the stock in the hands of the shareholder. To the extent the balance is more than the adjusted basis of the stock, the shareholder has a gain (usually a capital gain) from the sale or exchange of property.

For information on shareholder reporting of corporate distributions, see Publication 550, Investment Income and Expenses.

Form 1099-DIV. File Form 1099-DIV, Dividends and Distributions, with the IRS for each shareholder to whom you have paid dividends and other distributions on stock of $10 or more during a calendar year. You must generally send Forms 1099-DIV to the IRS with Form 1096, Annual Summary and Transmittal of U.S. Information Returns, by February 28 (March 31 if filing electronically) of the year following the year of the distribution. For more information, see the General instructions for Certain Information Returns (Forms 1097, 5498, and W-2G).

Generally, you must furnish Forms 1099-DIV to shareholders by January 31 of the year following the close of the calendar year during which the corporation made the distributions. However, you may furnish the Form 1099-DIV to shareholders after November 30 of the year of the distributions if the corporation has made its final distributions for the year. You may furnish the Form 1099-DIV to shareholders anytime after April 30 of the year of the distributions if you give the Form 1099-DIV with the final distributions for the calendar year.

Backup withholding. Dividends may be subject to backup withholding. For more information on backup withholding, see the general instructions for Forms 1098, 1099, W-2G.

Form 5452. File Form 5452, Corporate Report of Nondividend Distributions, if nondividend distributions were made to shareholders.

A calendar tax year corporation must file Form 5452 with its income tax return for the tax year in which the nondividend distributions were made. A fiscal tax year corporation must file Form 5452 with its income tax return due for the first fiscal year ending after the calendar year in which the nondividend distributions were made.

Current year earnings and profits. If a corporation's earnings and profits for the year (figured as of the close of the year without reduction for any distributions made during the year) are more than the total amount of distributions made during the year, all distributions made during the year are treated as distributions of current year earnings and profits. If the total amount of distributions is more than the earnings and profits for the year, see Accumulated earnings and profits, below.

Example. You are the only shareholder of a corporation that uses the calendar year as its tax year. In January, you use the worksheet in the Form 5452 instructions to figure your corporation's current year earnings and profits for the previous year. During the year, the corporation made four $1,000 distributions to you. At the end of the year (before subtracting distributions made during the year), the corporation had $10,000 of current year earnings and profits.

Since the corporation's current year earnings and profits ($10,000) were more than the amount of the distributions it made during the year ($4,000), all of the distributions are treated as distributions of current year earnings and profits.

The corporation must issue a Form 1099-DIV to you by January 31 to report the $4,000 distributed to you during the previous year as dividends. The corporation must use Form 1096 to report this information to the IRS by February 28 (March 31 if filing electronically). The corporation does not deduct these dividends on its income tax return.

Accumulated earnings and profits. If a corporation's current year earnings and profits (figured as of the close of the year without reduction for any distributions made during the year) are less than the total distributions made during the year, part or all of each distribution is treated as a distribution of accumulated earnings and profits. Accumulated earnings and profits are earnings and profits the corporation accumulated before the current year.

If the total amount of distributions is less than current year earnings and profits, see Current year earnings and profits, above.

Used with current year earnings and profits. If the corporation has current year earnings and profits, figure the use of accumulated and current earnings and profits as follows.

You are the only shareholder of a corporation that uses the calendar year as its tax year. In January, you use the worksheet in the Form 5452 instructions to figure your corporation's current year earnings and profits for the previous year. At the beginning of the year, the corporation's accumulated earnings and profits balance was $20,000. During the year, the corporation made four $4,000 distributions to you ($4,000 × 4 = $16,000). At the end of the year (before subtracting distributions made during the year), the corporation had $10,000 of current year earnings and profits.

Since the corporation's current year earnings and profits ($10,000) were less than the distributions it made during the year ($16,000), part of each distribution is treated as a distribution of accumulated earnings and profits. Treat the distributions as follows.

The remaining $14,000 ($20,000 - $6,000) of accumulated earnings and profits is available for use in the following year.

The corporation must issue a Form 1099-DIV to you by January 31 to report the $16,000 distributed to you during the previous year as dividends. The corporation must use Form 1096 to report this information to the IRS by February 28 (March 31 if filing electronically). The corporation does not deduct these dividends on its income tax return.

Used without current year earnings and profits. If the corporation has no current year earnings and profits, figure the use of accumulated earnings and profits as follows.

You are the only shareholder of a corporation that uses the calendar year as its tax year. In January, you use the worksheet in the Form 5452 instructions to figure your corporation's current year earnings and profits for the previous year. At the beginning of the year, the corporation's accumulated earnings and profits balance was $20,000. During the year, the corporation made four $4,000 distributions to you on March 31, June 30, September 30, and December 31. At the end of the year (before subtracting distributions made during the year), the corporation had a negative $10,000 current year earnings and profits balance.

Since the corporation had no current year earnings and profits, all of the distributions are treated as distributions of accumulated earnings and profits. Treat the distributions as follows.

March 31 Distribution

 Accumulated earnings and profits                      $20,000

 Prorated current year earnings and profits            ($2,500)

 Accumulated earnings and profits available            $17,500

 Amount of distribution treated as a dividend          ($4,000)

June 30 Distribution

 Accumulated earnings and profits                      $13,500

 Prorated current year earnings and profits            ($2,500)

 Accumulated earnings and profits available            $11,000

 Amount of distribution treated as a dividend          ($4,000)

September 30 Distribution

 Accumulated earnings and profits                       $7,000

 Prorated current year earnings and profits            ($2,500)

 Accumulated earnings and profits available             $4,500

 Amount of distribution treated as a dividend          ($4,000)

December 31 Distribution

 Accumulated earnings and profits                         $500

 Prorated current year earnings and profits            ($2,500)

 Accumulated earnings and profits available            ($2,000)

 Amount of distribution treated as a dividend               $0

 Nondividend amount (reduction of stock basis

 or gain from sale/exchange of property)                $4,000

 Year-end accumulated earnings and profits             ($2,000)

The corporation must issue a Form 1099-DIV to you by the end of January to report $12,000 of the $16,000 distributed to you during the previous year as dividends. The corporation must use Form 1096 to report this information to the IRS by February 28 (March 31 if filing electronically). The corporation does not deduct these dividends on its income tax return. However, the corporation must attach Form 5452 to this return to report the nondividend distribution.

TIP: For more information about figuring earnings and profits, see the Worksheet for Figuring Current Year Earnings and Profits in the Form 5452 instructions.

How To Get Tax Help

You can get help with unresolved tax issues, order free publications and forms, ask tax questions, and get information from the IRS in several ways. By selecting the method that is best for you, you will have quick and easy access to tax help.

Contacting your Taxpayer Advocate. If you have attempted to deal with an IRS problem unsuccessfully, you should contact your Taxpayer Advocate.

The Taxpayer Advocate independently represents your interests and concerns within the IRS by protecting your rights and resolving problems that have not been fixed through normal channels. While Taxpayer Advocates cannot change the tax law or make a technical tax decision, they can clear up problems that resulted from previous contacts and ensure that your case is given a complete and impartial review.

To contact your Taxpayer Advocate:

For more information, see

, How To Get Help With Unresolved Tax Problems (now available in Chinese, Korean, Russian, and Vietnamese in addition to English and Spanish).

Free tax services. To find out what services are available, get Publication 910, IRS Guide to Free Tax Services. It contains a list of free tax publications and an index of tax topics. It also describes other free tax information services, including tax education and assistance programs and a list of TeleTax topics.

Internet. You can access the IRS website 24 hours a day, 7 days a week, at IRS.gov to:

Many services are available by phone or other mobile devices.

To ensure that IRS representatives give accurate, courteous, and professional answers, we use several methods to evaluate the quality of our telephone services. One method is for a second IRS representative to sometimes listen in on or record telephone calls. Another is to ask some callers to complete a short survey at the end of the call.

Walk-in. Many products and services are available on a walk-in basis.

You can send your order for forms, instructions, and publications to the address below and receive a response within 10 business days after your request is received.

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Purchase the DVD from the National Technical Information Service (NTIS) at

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Other Useful Forms for Corporations

 ----------------------------------------------------------------------

Other Useful Forms

 ----------------------------------------------------------------------

Form                           Use this form to --

 ----------------------------------------------------------------------

W-2 and W-3

 -- Wage and Tax    Report wages, tips, and other

 Statement; and Transmittal of  compensation, and withheld income,

 Wage and Tax Statements        social security, and Medicare taxes for

                                employees.

 ----------------------------------------------------------------------

W-2G

 -- Certain Gambling       Report gambling winnings from horse

 Winnings                       racing, dog racing, jai alai,

                                lotteries, keno, bingo, slot machines,

                                sweepstakes, wagering pools, etc.

 ----------------------------------------------------------------------

926

 -- Return by a U.S.        Report certain transfers to foreign

 Transferor of Property to a    corporations under section

.

 Foreign Corporation

 ----------------------------------------------------------------------

940

 -- Employer's Annual       Report and pay FUTA tax if the

 Federal Unemployment (FUTA)    corporation either:

 Tax Return

                                 1. Paid wages of $1,500 or more in any

                                    calendar quarter during the

                                    calendar year (or the preceding

                                    calendar year), or

                                 2. Had one or more employees working

                                    for the corporation for at least

                                    some part of a day in any 20

                                    different weeks during the calendar

                                    year (or the preceding calendar

                                    year).

 ----------------------------------------------------------------------

941

 -- Employer's QUARTERLY    Report quarterly income tax withheld on

 Federal Tax Return             wages and employer and employee social

                                security and Medicare taxes.

 ----------------------------------------------------------------------

943

 -- Employer's Annual       Report income tax withheld and employer

 Federal Tax Return for         and employee social security and

 Agricultural Employees         Medicare tax on farmworkers.

 ----------------------------------------------------------------------

944

 -- Employer's ANNUAL       File annual 944 instead of filing

 Federal Tax Return             quarterly Forms 941, if the IRS

                                notified you in writing.

 ----------------------------------------------------------------------

945

 -- Annual Return of        Report income tax withheld from

 Withheld Federal Income Tax    nonpayroll payments, including

                                pensions, annuities, individual

                                retirement accounts (IRAs), gambling

                                winnings, and backup withholding.

 ----------------------------------------------------------------------

952

 -- Consent To Extend the   Extend the period of assessment of all

 Time To Assess Tax Under       income taxes of the receiving

 Section

                 corporation on the complete liquidation

                                of a subsidiary under section

.

 ----------------------------------------------------------------------

966

 -- Corporate Dissolution   Report the adoption of a resolution or

 or Liquidation                 plan to dissolve the corporation or

                                liquidate any of its stock.

 ----------------------------------------------------------------------

1042 and 1042-S

 -- Annual      Report withheld tax on payments or

 Withholding Tax Return for     distributions made to nonresident alien

 U.S. Source Income of Foreign  individuals, foreign partnerships, or

 Persons; and Foreign Person's  foreign corporations to the extent

 U.S. Source Income Subject to  these payments or distributions

 Withholding                    constitute gross income from sources

                                within the United States that is not

                                effectively connected with a U.S. trade

                                or business. In addition, a publicly

                                traded partnership is required to

                                withhold on distributions of

                                effectively connected income to its

                                foreign partners. See

,

                                Withholding of Tax on Nonresident

                                Aliens and Foreign Entities.

 ----------------------------------------------------------------------

1042-T

 -- Annual Summary and   Transmit paper Forms 1042-S to the IRS.

 Transmittal of Forms 1042-S

 ----------------------------------------------------------------------

1096

 -- Annual Summary and     Transmit paper Forms 5498,

 Transmittal of U.S.            and W-2G to the IRS.

 Information Returns

 ----------------------------------------------------------------------

1097-BTC, 1098, 1098C,

         Report the following:

1098-T, 1099-A, B, C,

 CAP, INT, K, LTC,

    • Tax credits to bond holders;

SA,

 3921 and 3922.

                  • Mortgage interest;

Important:

Every corporation

    • Contributions of certain motor

must file Forms 1099-MISC if,

     vehicles, boats and airplanes;

in the course of its trade or

 business, it makes payments

     • Student loan interest;

of rents, services,

 commissions, or other fixed

     • Certain tuition payments;

or determinable income (see

 section

) totaling $600

     • Acquisitions or abandonments of

or more to any one person

         secured property;

during the calendar year.

                                 • Proceeds from broker and barter

 Also use these returns to         exchange transactions;

 report amounts received as a

 nominee for another person.     • Cancellation of debts;

 For more details, see the

 General Instructions for        • Changes in corporate control and

 Certain Information Returns       capital structure;

 (1097, 1098, 1099, 3921,

 3922, W-2G).                    • Certain government payments:

                                 • Advance payments of health coverage

                                   insurance premiums;

                                 • Dividends and distributions;

                                 • Interest payments;

                                 • Merchant card and third-party

                                   network payments;

                                 • Payments of long-term care and

                                   accelerated death benefits;

                                 • Miscellaneous income payments to

                                   certain fishing boat crew members,

                                   to providers of health and medical

                                   services, of rent or royalties, of

                                   nonemployee compensation, etc.;

                                 • Original issue discount;

                                 • Distributions received from

                                   cooperatives;

                                 • Distributions from certain qualified

                                   education programs;

                                 • Distributions from pensions,

                                   annuities, retirement or

                                   profit-sharing plans, IRAs,

                                   insurance contracts, etc.;

                                 • Proceeds from real estate

                                   transactions;

                                 • Distributions from an HSA, Archer

                                   MSA, or Medicare Advantage MSA;

                                 • Exercise of Incentive stock options;

                                 • Transfer of stock acquired through

                                   employee stock purchase plans.

 ----------------------------------------------------------------------

1122

 -- Authorization and      For the first year a subsidiary

 Consent of Subsidiary          corporation is being included in a

 Corporation To Be Included in  consolidated return, attach this form

 a Consolidated Income Tax      to the parent's consolidated return.

 Return                         Attach a separate Form 1122 for each

                                subsidiary being included in the

                                consolidated return.

 ----------------------------------------------------------------------

1138

 -- Extension of Time for  For a corporation expecting a net

 Payment of Taxes by a          operating loss for the current year use

 Corporation Expecting a Net    Form 1138 to request an extension of

 Loss Carryback                 time for payment of tax for the

                                immediately preceding tax year.

 ----------------------------------------------------------------------

3520

 -- Annual Return To       Report ownership of, and certain

 Report Transactions With       transactions with foreign trusts,

 Foreign Trusts and Receipt of  including receipt of certain large

 Certain Foreign Gifts          gifts. See Question 5 of

                                Schedule N (Form 1120).

 ----------------------------------------------------------------------

3520-A

 -- Annual Information   Report information about the foreign

 Return of Foreign Trust With   trust, its U.S. beneficiaries, and any

 a U.S. Owner                   U.S. person who is treated as an owner

                                of any portion of the foreign trust.

 ----------------------------------------------------------------------

5471

 -- Information Return of  A corporation may have to file

 U.S. Persons With Respect to   Form 5471 if it:

 Certain Foreign Corporations

                                 • Controls a foreign corporation;

                                 • Acquires, disposes of, or owns 10%

                                   or more in value or vote of the

                                   outstanding stock of a foreign

                                   corporation; or

                                 • Owns stock in a corporation that is

                                   a controlled foreign corporation for

                                   an uninterrupted period of 30 days

                                   or more during any tax year of the

                                   foreign corporation, and it owned

                                   that stock on the last day of that

                                   year. See Question 4 of

                                   Schedule N (Form 1120).

 ----------------------------------------------------------------------

5498

 -- IRA Contribution       Report contributions (including

 Information                    rollover contributions) to any IRA,

                                including a SEP, SIMPLE, or Roth IRA,

                                and to report Roth IRA conversions, IRA

                                recharacterizations, and the fair

                                market value (FMV) of the account.

 ----------------------------------------------------------------------

5498-ESA

 -- Coverdell ESA      Report contributions (including

 Contribution Information       rollover contributions) to and the FMV

                                of a Coverdell education savings

                                account (ESA).

 ----------------------------------------------------------------------

5498-SA

 -- HSA, Archer MSA,    Report contributions and rollovers to

 or Medicare Advantage MSA      an HSA or Archer MSA and the FMV of an

 Information                    HSA, Archer MSA, or Medicare Advantage

                                MSA. For more information, see the

                                general and specific instructions for

                                Forms W-2G.

 ----------------------------------------------------------------------

5713

 -- International Boycott  Report operations in, or related to, a

 Report                         "boycotting" country, government,

                                company, or national of a country and

                                to figure the loss of certain tax

                                benefits.

 ----------------------------------------------------------------------

8023

 -- Elections Under        Make elections under section

 for a

 Section 338 for Corporations   "target" corporation if the purchasing

 Making Qualified Stock         corporation has made a qualified stock

 Purchases                      purchase of the target corporation.

 ----------------------------------------------------------------------

8027

 -- Employer's Annual      Report receipts from large food or

 Information Return of Tip      beverage operations, tips reported by

 Income and Allocated Tips      employees, and allocated tips.

 ----------------------------------------------------------------------

8275

 -- Disclosure Statement   Disclose items or positions, except

                                those contrary to a regulation, that

                                are not otherwise adequately disclosed

                                on a tax return. The disclosure is made

                                to avoid the parts of the

                                accuracy-related penalty imposed for

                                disregard of rules or substantial

                                understatement of tax. Also use

                                Form 8275 for disclosures relating to

                                preparer penalties for understatements

                                due to unrealistic positions or

                                disregard of rules.

 ----------------------------------------------------------------------

8275-R

 -- Regulation           Disclose any item on a tax return for

 Disclosure Statement           which a position has been taken that is

                                contrary to Treasury regulations.

 ----------------------------------------------------------------------

8281

 -- Information Return     Report the issuance of public offerings

 for Publicly Offered Original  of debt instruments (obligations).

 Issue Discount Instruments

 ----------------------------------------------------------------------

8300

 -- Report of Cash         Report the receipt, in the course of a

 Payments Over $10,000          trade or business, of more than $10,000

 Received in a Trade or         in cash or foreign currency in one

 Business                       transaction or a series of related

                                transactions.

 ----------------------------------------------------------------------

8594

 -- Asset Acquisition      Report a sale of assets that make up a

 Statement Under Section

   trade or business if goodwill or going

                                concern value attaches, or could

                                attach, to such assets and if the

                                buyer's basis is determined only by the

                                amount paid for the assets. Both the

                                seller and buyer must use this form.

 ----------------------------------------------------------------------

8806

 -- Information Return     Report an acquisition of control or a

 for Acquisition of Control or  substantial change in the capital

 Substantial Change in Capital  structure of a domestic corporation.

 Structure

 ----------------------------------------------------------------------

8842

 -- Election To Use        Elect one of the annualization periods

 Different Annualization        in section

 for figuring

 Periods for Corporate          estimated tax payments under the

 Estimated Tax                  annualized income installment method.

 ----------------------------------------------------------------------

8849

 -- Claim for Refund of    Claim a refund of certain excise taxes.

 Excise Taxes

 ----------------------------------------------------------------------

8858

 -- Information Return of  This form is required if the

 U.S. Persons With Respect To   corporation directly or indirectly owns

 Foreign Disregarded Entities   a foreign disregarded entity. See

                                Question 1 of Schedule N (Form 1120).

 ----------------------------------------------------------------------

8865

 -- Return of U.S. Person  Report an interest in a foreign

 With Respect To Certain        partnership. A domestic corporation may

 Foreign Partnerships           have to file Form 8865 if it:

                                 1. Controlled a foreign partnership

                                    (owned more than a 50% direct or

                                    indirect interest in the

                                    partnership).

                                 2. Owned at least a 10% direct or

                                    indirect interest in a foreign

                                    partnership while U.S. persons

                                    controlled that partnership.

                                 3. Had an acquisition, disposition, or

                                    change in proportional interest of

                                    a foreign partnership that:

                                      a. Increased its direct interest

                                    to at least 10% or reduced its

                                    direct interest of at least 10% to

                                    less than 10% or

                                      b. Changed its direct interest by

                                    at least a 10% interest.

                                 4. Contributed property to a foreign

                                    partnership in exchange for a

                                    partnership interest if:

                                      a. Immediately after the

                                    contribution, the corporation

                                    directly or indirectly owned at

                                    least a 10% interest in the foreign

                                    partnership or

                                      b. The FMV of the property the

                                    corporation contributed to the

                                    foreign partnership in exchange for

                                    a partnership interest exceeds

                                    $100,000 when added to other

                                    contributions of property made to

                                    the foreign partnership during the

                                    preceding 12-month period.

                                The domestic corporation may also have

                                to file Form 8865 to report certain

                                dispositions by a foreign partnership

                                of property it previously contributed

                                to that partnership if it was a partner

                                at the time of the disposition. For

                                more details, including penalties for

                                failing to file Form 8865, see the

                                Instructions for Form 8865.

 ----------------------------------------------------------------------

8873

 -- Extraterritorial       To figure the amount of

 Income Exclusion               extraterritorial income excluded from

                                gross income for the tax year

                                (Generally repealed for post-2004

                                income). See the Instructions for

                                Form 8873.

 ----------------------------------------------------------------------

8876

 -- Excise Tax on          Report and pay the 40% excise tax

 Structured Settlement          imposed under section

.

 Factoring Transactions

 ----------------------------------------------------------------------

8883

 -- Asset Allocation       Report information about transactions

 Statement Under Section

    involving the deemed sale of corporate

                                assets under section

.

 ----------------------------------------------------------------------

8886

 -- Reportable             Disclose information for each

 Transaction Disclosure         reportable transaction in which the

 Statement                      corporation participated. Attach

                                Form 8886 to the corporation's income

                                tax return for each tax year in which

                                it participated in a reportable

                                transaction. The corporation may have

                                to pay a penalty if it is required to

                                file Form 8886 and does not do so.

                                Other penalties may also apply. For

                                more details, see the Instructions for

                                Form 8886.

 ----------------------------------------------------------------------

8903

 -- Domestic Production    To calculate and report the domestic

 Activities Deduction           production activities deduction.

 ----------------------------------------------------------------------

8918

 -- Material Advisor       Disclose certain information about a

 Disclosure Statement           reportable transaction to the IRS.

                                Material advisors who file Form 8918

                                will receive a reportable transaction

                                number from the IRS, This number must

                                be provided to all taxpayers and

                                material advisors for whom the material

                                advisor acts as a material advisor.

                                Other reporting requirements apply. See

                                the instructions for Form 8918.

 ----------------------------------------------------------------------