952
Form
Consent To Extend the Time To
Assess Tax Under Section 332(b)
(Rev. December 2006)
Department of the Treasury
Internal Revenue Service
Employer identification number
Name of receiving corporation
Number, street, and room or suite no. (If a P.O. box, see instructions below.)
City or town, state, and ZIP code
Name of subsidiary (liquidating corporation)
Address of subsidiary (Do not complete if same as receiving corporation.)
If all of the assets of the liquidating subsidiary will not be distributed to the receiving corporation by the end of the subsidiary’s tax
year in which the first distribution was made under the plan of liquidation, then you must file Form 952 for each tax year or part of
a tax year that falls within the period of liquidation.
In accordance with a plan of complete liquidation of the subsidiary named above under the conditions prescribed in section
332(b), the receiving corporation will receive the property of the liquidating subsidiary in complete cancellation or redemption of
the subsidiary’s stock. Under the provisions of section 332(b), the receiving corporation and an authorized Internal Revenue
official consent as follows:
Any income taxes due on any tax return made by or for the receiving corporation for the tax year ending ___________, _____, may
be assessed at any time during the 4-year period that begins on the later of the due date of the receiving corporation’s income tax
return or the date that the return is filed for the 3rd tax year beginning after the end of the tax year of the first distribution.
(Signature and Title)
(Date signed)
By
(Signature and Title)
(Date signed)
Title
Authorized Internal Revenue Official
(Signature and Title)
(Date signed)
General Instructions
Purpose of form. Form 952 is used to extend the period of assessment of all income taxes of the receiving corporation on the
complete liquidation of a subsidiary under section 332. Form 952 must be used if the liquidation will be completed within the
3-year period following the end of the subsidiary’s tax year that the first distribution was made.
Address. Include the suite, room, or other unit number after the street address. If the Post Office does not deliver mail to the
street address and the corporation has a P.O. box, show the box number instead.
When and where to file. File Form 952 by the due date (including extensions) of the receiving corporation’s income tax return
for each tax year or part of a tax year that falls within the liquidation period. File the form with the Ogden Submission
Processing Center, P.O. Box 9941, Ogden, UT 84409-0941.
Suspension of period to assess income tax. This consent establishes an extended period for assessing tax. The expiration of
the extended period may be suspended or otherwise affected by the operation of law in the same manner as the original period.
For example, if a notice of deficiency in tax covered by this consent is issued, the period for assessing tax will not end prior to
the end of the suspension period provided for by section 6503(a), plus any time that remained in the assessment period, as
extended, at the time the suspension took effect. Under no circumstances will this consent reduce the period of time otherwise
provided by law for making an assessment.
Affiliated groups filing a consolidated income tax return should see Regulations section 1.1502-77 for rules about a common
parent signing as an agent for a receiving corporation and substitute agents for affiliated groups.
Recognition of gain or loss. Gain or loss on complete liquidation of a subsidiary is generally not recognized when the assets of
the subsidiary are distributed. However, gain or loss will be recognized if the distribution is not completed within the 3-year
period or if the receiving corporation can no longer meet the requirements of section 1504(a)(2).
Signature. Form 952 must be signed and dated by a corporate officer authorized to sign the form. If Form 952 is signed by an
attorney or an agent of the receiving corporation, attach a copy of the authorization.
Form 952 (Rev. 12-2006)
By
Cat. No. 17039X
Employer identification number
IRS USE ONLY
Signature of Receiving
Corporation’s
Officer
Section references are to the Internal Revenue Code unless otherwise noted.
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