Form 973
(Rev. November 2016)
Department of the Treasury
Internal Revenue Service
Corporation Claim for Deduction
for Consent Dividends
(Under Section 561 of the Internal Revenue Code)
Information about Form 973 and its instructions is at
For tax year beginning , 20 , and ending , 20 .
OMB No. 1545-0123
Name of corporation Employer identification number
Class of stock
Number of shares
outstanding on first
day of tax year
Number of shares
outstanding on last
day of tax year
Description of dividend rights
Actual distributions per share
made in tax year*
* If a distribution was not made on all shares of any class, describe any unequal treatment:
Describe any other changes in outstanding stock during the tax year:
(Use more sheets if necessary.)
For Paperwork Reduction Act Notice, see back of form.
Cat. No. 17059P
973 (Rev. 11-2016)
Form 973 (Rev. 11-2016)
Page 2
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
otherwise noted.
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
actually paid.
How to file. Attach Form 973 to the corporation’s income tax
return for the tax year the corporation claims the consent
dividend deduction.
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.
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 content 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. You can write to the Internal
Revenue Service at the address listed in the instructions of the
tax return with which this form is filed.