IRS Form 966: What Corporations Must File Before Closing

If you are planning to dissolve your corporation or LLC that is taxed as a C corporation, you are required to submit Form 966 to the IRS within 30 days of the adoption of your dissolution plan. This is your only protection against the IRS investigating your corporation and potentially fining you for the hassle of having to do your job for you.

What Is Form 966 and Who Has to File It

Form 966 is your official way of telling the IRS that you are shutting down your corporation. The IRS requires this form through Internal Revenue Code Section 6043(a). There are not many requirements for this form.

Below is a list of who is required to file:

• C corporations that are fully or partially dissolving or liquidating
• LLCs taxed as C corporations.
• Foreign corporations that cease doing business in the U.S.
• Farmer’s cooperatives that are dissolving or liquidating

S corporations that were previously C corporations are also required to file Form 966. If the S corporation has never been a C corporation, it does not have to file Form 966, but it does have to file Form 1120-S and mark it as its final return.

Sole proprietorships and standard partnerships do not complete Form 966. LLCs that were only taxed as disregarded entities or partnerships do not complete the form either. This form is for entities that are treated for corporate tax purposes.

The 30-Day Rule: Why This Deadline Matters

The 30-day rule is about timing. The clock starts on the day the board or shareholders adopt the resolution or plan to dissolve the corporation. It is not the day you file the articles of dissolution. It is not the day you dissolve the corporate bank account. It is the day the internal resolution is adopted.

From that date, you have a 30-day period to submit Form 966 to the IRS.

Many founders run into problems because state dissolution and federal tax notification are two wholly separate actions. You may file the articles of dissolution with Delaware on January 15th and still be required to submit Form 966 to the IRS based on a resolution that was passed on January 3rd. With the IRS, the timeline runs from the resolution, not the state filing.

Missing the Form 966 deadline does not carry specific monetary penalties, but it gives the IRS a reason to audit your final return and leaves an open case with the IRS. This typically results in a CP2100 or other automated notices after you think nothing more is owed to the IRS.

What You Actually Need to Complete Form 966

Filling out Form 966 is pretty straightforward. Here is a breakdown of the sections:

Field	What It Requires
Corporation name and EIN	Must exactly match IRS records
Type of liquidation	Section 331 complete liquidation, Section 332 subsidiary liquidation, etc.
Date resolution/plan was adopted	This starts the 30-day clock
Tax year of final return	The period ending on or near the dissolution date
Consolidated return indicator	Whether the final return is part of a consolidated group filing

You also must attach a certified copy of the resolution or plan of dissolution. This is the board or shareholder resolution document that formally authorized the closure. Many founders draft a short written consent instead of holding a full meeting. Either works, as long as it is dated, signed, and reflects the actual decision.

Where do you send it? To the same IRS Service Center where the corporation files its income tax return. That address varies by state of incorporation and whether you are a domestic or foreign corporation. You can find the correct address on the IRS website under “Where to File Your Taxes for Form 1120.”

Form 966 itself has no filing fee.

How Form 966 Fits Into the Full Dissolution Process

Filing Form 966 is one piece of a larger close-out process. Here is how it fits alongside the other required filings:

1. Adopt the dissolution resolution. Board or shareholder vote. Document it properly. This is your Day 0.

2. File Form 966 with the IRS. Within 30 days of Day 0. Mail it to the correct IRS Service Center with your certified resolution attached.

3. File your final income tax return. For C corps, that is Form 1120 with the “Final Return” box checked. For S corporations, Form 1120-S. The final return covers the tax year up to the dissolution date.

4. Dissolve with your state. File articles of dissolution with your Secretary of State to cease business in your state. Some states require you to clear all state tax accounts and provide a tax clearance certificate before they will accept dissolution paperwork.

5. Cancel your EIN and close IRS accounts. All final returns and business taxes owed to the IRS must be paid before the IRS will close your business tax account. A request to close your business tax account must be submitted to the IRS in writing.

6. Notify other agencies. State tax agencies, the Department of Labor if you had employees, and any applicable local jurisdictions.

Steps 2 and 3 are federal. Everything else involves your state. Do not assume that filing Form 966 dissolves your business at the state level. It does not. The IRS and your Secretary of State operate independently.

What Delaware, Wyoming, and Other Popular States Require at Dissolution

State requirements vary more than most people expect.

Delaware requires a Certificate of Dissolution filed with the Division of Corporations. The corporation must pay all franchise taxes and fees owed before the filing will be accepted. Delaware does not require a tax clearance certificate in the traditional sense, but unpaid franchise taxes will block the filing of the dissolution. The state filing fee for dissolution is $204 as of 2025.

Wyoming is more straightforward. Articles of Dissolution go to the Secretary of State. Wyoming has no state corporate income tax, so there is no tax clearance process to navigate. The filing fee is $60.

California is the most demanding. Before dissolving, the corporation must file a final California tax return and, in most cases, obtain a tax clearance certificate from the Franchise Tax Board. The FTB can take 6 to 12 weeks to issue clearance. Factor that into your timeline.

Florida requires Articles of Dissolution to be filed with the Division of Corporations. No tax clearance certificate is required, but any outstanding annual report fees and state taxes must be resolved first.

The IRS does not care about any of this. Form 966 goes to the IRS regardless of where your state’s process stands. Run both processes in parallel.

Mistakes We See Founders Make on Form 966

Filing late. Founders often mistake the 30-day window for starting after the state dissolution paperwork clears. In fact, the window opens the day the board adopts the resolution to dissolve. Many founders miss it entirely and file weeks or months after state clearance.

Attaching the wrong document. A certified copy of the board resolution is not the same as a corporate minutes document that mentions dissolution. Minutes are notes. They are not formal, and they will not satisfy the IRS requirement.

Using the wrong EIN or no EIN at all. Some companies have accumulated multiple EINs due to name changes or corrections. If that is your situation, confirm which one is active on file with the IRS before you submit.

S Corp founders filing when they should not. If the S corp has always been an S corp, Form 966 need not be filed. Filing it anyway creates an unnecessary record in the IRS system.

Assuming Form 966 replaces the final tax return. It does not. Form 966 is a notification form. You still need to file a final Form 1120 or 1120-S separately, with the “Final Return” checkbox marked.

Not filing at all because there is no listed penalty. The IRS will still have your corporation on record as active. Expect ongoing mailings and compliance demands because, as far as the IRS knows, your corporation never closed.

FAQ

Does an LLC need to file Form 966?

Only if the LLC elects to be taxed as a C corporation by filing Form 8832. A standard single-member or multi-member LLC treated as a disregarded entity or partnership does not file Form 966. If you are unsure how your LLC is taxed, check your Form 8832 filing or your most recent tax return.

What happens if I file Form 966 late?

There is no specific statutory penalty for late filing, but it can attract IRS scrutiny and result in automated notices after dissolution. Filing late is still better than not filing at all.

Does Form 966 need to be signed?

Yes. It must be signed and dated by an authorized officer of the corporation. An unsigned form will be rejected.

Do I need to file Form 966 with my state?

No. Form 966 is a federal form only. State dissolution filings are handled separately with your Secretary of State. The two processes run independently of each other.

Can a foreign founder dissolve a U.S. corporation using Form 966?

Yes. The dissolution process for a U.S. corporation is the same regardless of where the shareholders or founders are located. Form 966 goes to the IRS. State dissolution filings are filed with the Secretary of State. Non-resident founders who formed a U.S. C corp or S corp must comply with the same federal requirements.

We Can Handle Your Corporate Dissolution Filing

If your corporation is closing and you want Form 966 prepared and filed correctly, along with guidance on your final return and state dissolution process, EasyFiling can take it from there. We work with U.S. and international founders across all entity types and all 50 states.

Get started with your dissolution filing at EasyFiling.