Form 973 (Rev. 11-2016)
If any stock outstanding on the last day of the tax year is entitled to cumulative dividends, show the amount for earlier years unpaid
at the beginning of the tax year. Give the class or classes of stock involved.
(Use more sheets if necessary.)
Section references are to the Internal Revenue Code unless
Purpose of form. Form 973 is filed by a corporation claiming a
consent dividend deduction under section 565.
Who may file. The consent dividend provisions apply to
corporations that reasonably believe that they are subject to the
accumulated earnings tax, personal holding companies, foreign
personal holding companies, regulated investment companies,
and real estate investment trusts.
Limitations. A consent dividend deduction may only be taken
as to the amount stated on Form(s) 972 (see below), for
“consent stock” (as defined in section 565(f)(1)), which is not a
“preferential dividend” (as defined in section 562(c)), and which
would constitute a “dividend” (as defined in section 316) if
How to file. Attach Form 973 to the corporation’s income tax
return for the tax year the corporation claims the consent
For each shareholder who agreed to treat the consent
dividend as a taxable dividend, the corporation must also
attach to its income tax return either the signed Form 972,
Consent of Shareholder To Include Specific Amount in Gross
Income, or an unsigned Form 972 with the same information
stated on the signed Form 972. If the corporation submits an
unsigned Form 972, it must retain the original, signed Form 972
in its records.
Nonresident aliens and foreign shareholders. If the
corporation receives a Form 972 from a nonresident alien or
other foreign shareholder, the corporation must pay any
withholding tax it would have withheld if the dividend had been
actually paid (see Regulations section 1.565-5(a) and sections
1441 and 1442).
Use the following forms to report and send the tax withheld.
Form 1042, Annual Withholding Tax Return for U.S. Source
Income of Foreign Persons;
Form 1042-S, Foreign Person’s U.S. Source Income Subject
to Withholding; and
Form 1042-T, Annual Summary and Transmittal of Forms
See the instructions for these forms for more detailed
information on filing and transmitting the payment.
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