# 26 U.S.C. § 6043: Liquidating, etc., transactions Source: OLRC release point 119-134 . Cite pinpoints as 26 U.S.C. § 6043(a)(1). ## § 6043(a) Corporate liquidating, etc., transactions Every corporation shall— **§ 6043(a)(1)** Within 30 days after the adoption by the corporation of a resolution or plan for the dissolution of the corporation or for the liquidation of the whole or any part of its capital stock, make a return setting forth the terms of such resolution or plan and such other information as the Secretary shall by forms or regulations prescribe; and **§ 6043(a)(2)** When required by the Secretary, make a return regarding its distributions in liquidation, stating the name and address of, the number and class of shares owned by, and the amount paid to, each shareholder, or, if the distribution is in property other than money, the fair market value (as of the date the distribution is made) of the property distributed to each shareholder. ## § 6043(b) Exempt organizations Every organization which for any of its last 5 taxable years preceding its liquidation, dissolution, termination, or substantial contraction was exempt from taxation under section 501(a) shall file such return and other information with respect to such liquidation, dissolution, termination, or substantial contraction as the Secretary shall by forms or regulations prescribe; except that— **§ 6043(b)(1)** no return shall be required under this subsection from churches, their integrated auxiliaries, conventions or associations of churches, or any organization which is not a private foundation (as defined in section 509(a)) and the gross receipts of which in each taxable year are normally not more than $5,000, and **§ 6043(b)(2)** the Secretary may relieve any organization from such filing where he determines that such filing is not necessary to the efficient administration of the internal revenue laws or, with respect to an organization described in section 401(a), where the employer who established such organization files such a return. ## § 6043(c) Changes in control and recapitalizations If— **§ 6043(c)(1)** control (as defined in section 304(c)(1)) of a corporation is acquired by any person (or group of persons) in a transaction (or series of related transactions), or **§ 6043(c)(2)** there is a recapitalization of a corporation or other substantial change in the capital structure of a corporation, when required by the Secretary, such corporation shall make a return (at such time and in such manner as the Secretary may prescribe) setting forth the identity of the parties to the transaction, the fees involved, the changes in the capital structure involved, and such other information as the Secretary may require with respect to such transaction. ## § 6043(d) Cross references For provisions relating to penalties for failure to file— **§ 6043(d)(1)** a return under subsection (b), see section 6652(c), or **§ 6043(d)(2)** a return under subsection (c), see section 6652(1). [OLRC note: So in original. Probably should be section “6652(l).”] ## Regulations - [Treas. Reg. § 1.6043-1](/26/reg/1.6043-1.md): Return regarding corporate dissolution or liquidation. (interprets § 6043) - [Treas. Reg. § 1.6043-2](/26/reg/1.6043-2.md): Return of information respecting distributions in liquidation. (interprets § 6043) - [Treas. Reg. § 1.6043-3](/26/reg/1.6043-3.md): Return regarding liquidation, dissolution, termination, or substantial contraction of organizations exempt from taxation under section 501(a). (interprets § 6043) - [Treas. Reg. § 1.6043-4](/26/reg/1.6043-4.md): Information returns relating to certain acquisitions of control and changes in capital structure. (interprets § 6043) - [Treas. Reg. § 301.6043-1](/26/reg/301.6043-1.md): Returns regarding liquidation, dissolution, termination, or contraction. (interprets § 6043) ## Forms named in the regulations - [Form 1099-CAP](https://www.irs.gov/pub/irs-pdf/f1099cap.pdf) - [Form 1096](https://www.irs.gov/pub/irs-pdf/f1096.pdf) - [Form 8806](https://www.irs.gov/pub/irs-pdf/f8806.pdf) - [Form 966](https://www.irs.gov/pub/irs-pdf/f966.pdf) ## Final rules - [79 FR 41127](https://www.federalregister.gov/documents/2014/07/15/2014-16464/irs-truncated-taxpayer-identification-numbers) (2014): IRS Truncated Taxpayer Identification Numbers - [76 FR 55746](https://www.federalregister.gov/documents/2011/09/08/2011-22614/implementation-of-form-990) (2011): Implementation of Form 990 - [73 FR 52528](https://www.federalregister.gov/documents/2008/09/09/E8-20560/implementation-of-form-990) (2008): Implementation of Form 990 - [70 FR 72376](https://www.federalregister.gov/documents/2005/12/05/05-23470/information-reporting-relating-to-taxable-stock-transactions) (2005): Information Reporting Relating to Taxable Stock Transactions - [65 FR 50405](https://www.federalregister.gov/documents/2000/08/18/00-20851/extension-of-due-date-for-electronically-filed-information-returns-limitation-of-failure-to-pay) (2000): Extension of Due Date for Electronically Filed Information Returns; Limitation of Failure To Pay Penalty for Individuals During Period of Installment Agreement - [62 FR 53387](https://www.federalregister.gov/documents/1997/10/14/97-25998/general-revision-of-regulations-relating-to-withholding-of-tax-on-certain-us-source-income-paid-to) (1997): General Revision of Regulations Relating to Withholding of Tax on Certain U.S. Source Income Paid to Foreign Persons and Related Collection, Refunds, and Credits; Revision of Information Reporting and Backup Withholding Regulations; and Removal of Regulations Under Part 35a and of Certain Regulations Under Income Tax Treaties ## Leading cases - [Posey v. United States, 449 F.2d 228 (5th Cir. 1971)](https://www.courtlistener.com/opinion/299364/ernest-l-posey-and-kathleen-v-posey-husband-and-wife-v-united-states/) ## Connections Cites: § 304 Redemption through use of related corporations; § 401 Qualified pension, profit-sharing, and stock bonus plans; § 501 Exemption from tax on corporations, certain trusts, etc.; § 509 Private foundation defined; § 6652 Failure to file certain information returns, registration statements, etc. Cited by: § 6033 Returns by exempt organizations; § 6652 Failure to file certain information returns, registration statements, etc. Derived from: 1939 § 148 ## Amendments - 1954-08-16: [Act Aug. 16, 1954, ch. 736](/26/act/1954-ch736.md), 68A Stat. 746 - 1969-12-30: [Pub. L. 91-172](/26/act/91-172.md), 83 Stat. 529 - 1976-10-04: [Pub. L. 94-455](/26/act/94-455.md), 90 Stat. 1834 - 1986-10-22: [Pub. L. 99-514](/26/act/99-514.md), 100 Stat. 2740 - 1989-12-19: [Pub. L. 101-239](/26/act/101-239.md), 103 Stat. 2337 - 1996-08-20: [Pub. L. 104-188](/26/act/104-188.md), 110 Stat. 1888