Form 5452 (Rev. 10-2018)
Page 2
Instructions
Section references are to the Internal Revenue Code, unless
otherwise noted.
Future Developments
For the latest information about developments related to Form
5452 and its instructions, such as legislation enacted after they
were published, go to www.irs.gov/Form5452.
Purpose of Form
Complete Form 5452 if the corporation made nondividend
distributions to shareholders under section 301, section
1368(c)(3), section 1371(e), or section 1371(f).
Who Must File
All corporations that have made nondividend distributions to
their shareholders must file Form 5452. If the corporation is a
member of a consolidated group, the parent corporation must
file Form 5452.
An S corporation should file this form when distributions are
made under section 1371(e), 1371(f), or in the year when
distributions fully exhaust accumulated earnings and profits.
How and When To File
A calendar tax year corporation must attach Form 5452 and the
items listed under Supporting Information to its income tax
return due for the tax year in which the nondividend
distributions were made.
A fiscal tax year corporation must attach Form 5452 and the
items listed under Supporting Information to its 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.
Supporting Information
1. Attach the following information to Form 5452. See Rev.
Proc. 75-17, 1975-1 C.B. 677.
• A computation of earnings and profits for the tax year (see the
example of a filled-in worksheet and a blank worksheet below).
If the corporation was required to complete Schedule M-1 (Form
1120) or Schedule M-3 (Form 1120) for the tax year, also attach
a schedule of the differences between the earnings and profits
computation and the Schedule M-1 or Schedule M-3.
• 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 furnished, whichever is later.
• If the corporation was required to complete Schedule L (Form
1120) for the tax year, a tax basis balance sheet. Show the
application of the net differences to the balance sheet items as
shown on Schedule L. Explain any further adjustments
necessary to figure the balance sheet on a tax basis. If the
corporation used an accelerated method of depreciation, attach
a schedule of the depreciation (and any amortization) figured
under the straight line method. Also attach a reconciliation of
any difference between that amount and the amount deducted
on Form 1120 or other comparable return. See Exhibits B and C
in Rev. Proc. 75-17.
2. The parent of a consolidated group must also attach the
following information.
• A schedule that shows the allocation of the consolidated tax
liability and identifies the method used. (Indicate if an
intercompany agreement is in effect.)
• A schedule that shows the taxable income or loss of each
member of the consolidated group.
• For each member of a consolidated group that made
nondividend distributions, provide the information requested in
item 1 above.
F. Corporate Distributions
Complete Part F, showing the taxable and nontaxable status of
distributions reported to shareholders. The percentage of
distributions that is taxable and the percentage that is
nontaxable are based on the amounts shown on each line in the
column labeled “Total Amount Paid.” If noncash distributions
were made, attach a statement and show both the tax bases
and fair market values.
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.
You are not required to provide the information requested on
a form that is subject to the Paperwork Reduction Act unless
the form displays a valid OMB control number. Books or
records relating to a form or its instructions must be retained as
long as their contents may become material in the
administration of any Internal Revenue law. Generally, tax
returns and return information are confidential, as required by
section 6103.
The time needed to complete and file this form will vary
depending on individual circumstances. The estimated burden
for business taxpayers filing this form is approved under OMB
control number 1545-0123 and is included in the estimates
shown in the instructions for their business income tax return.
If you have comments concerning the accuracy of these time
estimates or suggestions for making this form simpler, we would
be happy to hear from you. See the instructions for the tax
return with which this form is filed.
