Form 5452 – Fill Out and Use This PDF

A (1) Has a Form 5452 been filed for a prior calendar year?

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Yes

No

B Are any of the distributions part of a partial or complete liquidation?

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If “ Yes,” describe in detail in a separate statement.

Yes No

C Earnings and Profits

●Accumulated earnings and profits (since February 28, 1913) at the

beginning of the tax year

$

●Actual earnings and profits for the

current tax year

$

DClassification of Shareholders at Date of Last Dividend Payment

●Number of individuals

●Number of partnerships

●Number of corporations and other shareholders

Note: If there are 12 or fewer shareholders, attach copies of the Forms 1099-DIV (or the information from that form) that the shareholders received.

$

$

$

$

$

$

Instructions

(Section references are to the Inter nal Revenue Code. )

Paperwork Reduction Act Notice

We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax.

The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is:

Recordkeeping	19	hr., 51	min.
Learning about
the law or the form	1	hr., 20	min.
Preparing the form	3	hr., 35	min.
Copying, assembling, and
sending the form to the IRS		32 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form more simple, we would be happy to hear from you. You can write to both the IRS and the Office of Management and Budget at the addresses listed in the instructions for the tax return with which this form is filed.

A Change To Note

The due date and the method of filing Form 5452 for distributions made in calendar years beginning after 1990 have been changed. See When To File, below, for the new rules.

Purpose of Form

Complete Form 5452 if nondividend distributions are made to shareholders under section 301 or 1368(c)(3).

Who Must File

All corporations that have made nondividend distributions to their shareholders must file Form 5452 for the calendar year in which the distributions were made. If the corporation is a member of a consolidated group, the parent corporation must file Form 5452. An S corporation should file this form only with respect to distributions made under section 1368(c)(3).

When To File

A calendar tax year corporation must file Form 5452 and supporting information with the income tax return due for the tax year in which the nondividend distributions were made.

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

Nondividend Distributions

Nondividend distributions are distributions made to shareholders in the normal course of business. They are considered fully or partially nontaxable as dividends only because the paying corporation’s current and accumulated earnings and profits are less than the distributions. Nondividend distributions do not include tax-free stock dividends or distributions exchanged for stock in liquidations or redemptions.

Taxable Status Reported to Shareholders

Complete columns 1, 2, and 3 in Item E, Corporate Distributions, showing the taxable and nontaxable status of distributions reported to shareholders. If noncash distributions were made, attach a statement showing their tax bases and fair market values.

Supporting Information

(a)Attach the following information to Form 5452. See Revenue Procedure 75-17, 1975-1 C.B. 677.

1.A computation of earnings and profits for the tax year (see the example on page 3 and the worksheet on page 4). Also attach a schedule of the differences between the earnings and profits computation and the Schedule M-1 (Form 1120).

2.A year-by-year computation of the accumulated earnings and profits, and a schedule of differences since the origin of the company, February 28, 1913, or the last year that information was previously furnished, whichever is later.

3.An ending book, Schedule L (Form 1120), vs. tax-basis balance sheet. If an accelerated method of depreciation has been used, attach a schedule summarizing the depreciation (and any amortization) computed under the straight-line method and a reconciliation of any difference between that amount and the amount deducted on Form 1120 or other comparable return. (For examples, see Exhibits B and C in Rev. Proc. 75-17.)

(b)In addition, a consolidated filer must also attach the following information.

1.A schedule showing the allocation of the consolidated tax liability that identifies the method used. (If an intercompany agreement is in effect, provide that information).

2.A schedule showing the taxable income or loss for each member of the consolidated group.

3.For each member of a consolidated group that made nondividend distributions, provide the information requested in 1 through 3 of (a) above.