Title 26 — Internal Revenue Code
Part III · Chapter 61 — Information and Returns
§ 6043. Liquidating, etc., transactions
Statutory text
Corporate liquidating, etc., transactions
Every corporation shall—
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
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.
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—
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
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.
Changes in control and recapitalizations
If—
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
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.
Cross references
For provisions relating to penalties for failure to file—
a return under subsection (b), see section 6652(c), or
a return under subsection (c), see section 6652(1).1
Footnotes
- 1 So in original. Probably should be section “6652(l).”
Legislative history
Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.
Aug. 16, 1954, ch. 736, 68A Stat. 746 · 68A Stat. 746
Enacted · 26 U.S.C. § 6043
Aug. 16, 1954, ch. 736, 68A Stat. 746
Source evidence
Code source credit
Aug. 16, 1954, ch. 736, 68A Stat. 746Tax Reform Act of 1969
Pub. L. 91–172 title I § 101(j)(35) · 83 Stat. 487
Inserted · 26 U.S.C. § 6043
Pub. L. 91–172 inserted references to termination and contraction in section catchline
Amended · 26 U.S.C. § 6043
Pub. L. 91–172 designated existing provisions as subsec. (a)
Added · 26 U.S.C. § 6043
Pub. L. 91–172 added subsecs. (b) and (c)
Source evidence
Code amendment note
Pub. L. 91–172 inserted references to termination and contraction in section catchline, designated existing provisions as subsec. (a), and added subsecs. (b) and (c).Enacted provision · exact public law section
(35) Section 6043 (relating to return regarding corporate dissolution 68A Stat. 746. or liquidation) is amended— (A) by striking out the heading and inserting in lieu thereof (B) by striking out “Every corporation” and inserting in lieu thereof “(a) Corporations.—Every corporation”, and (C) by adding the following new subsections at the end thereof: “(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 68A Stat. 163. 25 USC 501. section 501(a) shall file such return and other information with respect to such liquidation, dissolution, termination, or substantial contraction as the Secretary or his delegate shall by forms or regulations prescribe; except that— “(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 Ante, p. 496. (as defined in section 509(a)) and the gross receipts of which in each taxable year are normally not more than $5,000, and “(2) the Secretary or his delegate 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. “(c) Cross Reference.— “For provisions relating to penalties for failure to file a return required by subsection (b), see section 6652(d).”Pub. L. 94–455 title XIX § 1906(b)(13)(A) · 90 Stat. 1520
Struck · 26 U.S.C. § 6043
Pub. L. 94–455 struck out “or his delegate” after “Secretary” wherever appearing
Source evidence
Code amendment note
Pub. L. 94–455 struck out “or his delegate” after “Secretary” wherever appearing.Enacted provision · exact public law section
(A) The Internal Revenue Code of 1954, as amended by this Act, is amended by striking out “Secretary or his delegate” each place it appears and inserting in lieu thereof “Secretary”.Tax Reform Act of 1986
Pub. L. 99–514 title XV § 1501(d)(1)(C) · 100 Stat. 2085
Substituted · 26 U.S.C. § 6043(c)
Pub. L. 99–514 substituted “section 6652(c)” for “section 6652(d)”
Source evidence
Code amendment note
Subsec. (c). Pub. L. 99–514 substituted “section 6652(c)” for “section 6652(d)”.Enacted provision · exact public law section
(C) Sections 6033(e), 6034(c), and 6043(c) are each amended by striking out “section 6652(d)” and inserting in lieu thereof “section 6652(c)”.Revenue Reconciliation Act of 1989
Pub. L. 101–239 § 7208(b)(3)(B) · 103 Stat. 2106
Substituted · 26 U.S.C. § 6043
Pub. L. 101–239, § 7208(b)(3)(B), substituted “Liquidating; etc., transactions” for “Returns regarding liquidation, dissolution, termination, or contraction” in section catchline
Source evidence
Code amendment note
Pub. L. 101–239, § 7208(b)(3)(B), substituted “Liquidating; etc., transactions” for “Returns regarding liquidation, dissolution, termination, or contraction” in section catchline.Enacted provision · exact public law section
(B) The section heading for section 6043 is amended to read as follows: “SEC. 6043. LIQUIDATING; ETC., TRANSACTIONS.”Effective date note
Pub. L. 101–239, title VII, § 7208(b)(4), Dec. 19, 1989, 103 Stat. 2338, provided that: “The amendments made by this subsection [amending this section and section 6652 of this title] shall apply to transactions after March 31, 1990.”Revenue Reconciliation Act of 1989
Pub. L. 101–239 § 7208(b)(3)(A) · 103 Stat. 2106
Substituted · 26 U.S.C. § 6043(a)
Pub. L. 101–239, § 7208(b)(3)(A), substituted “Corporate liquidating, etc., transactions” for “Corporations” in heading
Source evidence
Code amendment note
Subsec. (a). Pub. L. 101–239, § 7208(b)(3)(A), substituted “Corporate liquidating, etc., transactions” for “Corporations” in heading.Enacted provision · exact public law section
(A) The subsection heading for subsection (a) of section 6043 is amended by striking “Corporations” and inserting “Corporate Liquidating, Etc., Transactions”.Effective date note
Pub. L. 101–239, title VII, § 7208(b)(4), Dec. 19, 1989, 103 Stat. 2338, provided that: “The amendments made by this subsection [amending this section and section 6652 of this title] shall apply to transactions after March 31, 1990.”Revenue Reconciliation Act of 1989
Pub. L. 101–239 § 7208(b)(1) · 103 Stat. 2106
Added · 26 U.S.C. § 6043(c); 26 U.S.C. § 6043(d)
Pub. L. 101–239, § 7208(b)(1), added subsecs. (c) and (d)
Struck · 26 U.S.C. § 6043(c); 26 U.S.C. § 6043(d)
Pub. L. 101–239, § 7208(b)(1), struck out former subsec. (c) which read as follows: “Cross Reference.—For provisions relating to penalties for failure to file a return required by subsection (b), see section 6652(c).”
Source evidence
Code amendment note
Subsecs. (c), (d). Pub. L. 101–239, § 7208(b)(1), added subsecs. (c) and (d) and struck out former subsec. (c) which read as follows: “Cross Reference.—For provisions relating to penalties for failure to file a return required by subsection (b), see section 6652(c).”Enacted provision · exact public law section
(1) In general.— Section 6043 is amended by striking subsection (c) and inserting the following new subsections: “(c) Changes in Control and Recapitalizations.— If— “(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 “(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. “(d) Cross References.— “For provisions relating to penalties for failure to file— “(1) a return under subsection (b), see section 6652(c), or “(2) a return under subsection (c), see section 6652(1).”Effective date note
Pub. L. 101–239, title VII, § 7208(b)(4), Dec. 19, 1989, 103 Stat. 2338, provided that: “The amendments made by this subsection [amending this section and section 6652 of this title] shall apply to transactions after March 31, 1990.”Small Business Job Protection Act of 1996
Pub. L. 104–188 title I § 1704(t)(17) · 110 Stat. 1755
Substituted · 26 U.S.C. § 6043
Pub. L. 104–188 substituted “Liquidating, etc., transactions” for “Liquidating; etc., transactions” in section catchline
Source evidence
Code amendment note
Pub. L. 104–188 substituted “Liquidating, etc., transactions” for “Liquidating; etc., transactions” in section catchline.Enacted provision · exact public law section
(17) The section heading for section 6043 is amended by striking the semicolon and inserting a comma.
10 of 11 references resolved to an enrolled provision · 1 partial
Editorial Notes
Amendments1969–1996 · 5 rounds
1996
Pub. L. 104–188 substituted “Liquidating, etc., transactions” for “Liquidating; etc., transactions” in section catchline.
1989
Pub. L. 101–239, § 7208(b)(3)(B), substituted “Liquidating; etc., transactions” for “Returns regarding liquidation, dissolution, termination, or contraction” in section catchline.
Subsec. (a). Pub. L. 101–239, § 7208(b)(3)(A), substituted “Corporate liquidating, etc., transactions” for “Corporations” in heading.
Subsecs. (c), (d). Pub. L. 101–239, § 7208(b)(1), added subsecs. (c) and (d) and struck out former subsec. (c) which read as follows: “Cross Reference.—For provisions relating to penalties for failure to file a return required by subsection (b), see section 6652(c).”
1986
Subsec. (c). Pub. L. 99–514 substituted “section 6652(c)” for “section 6652(d)”.
1976
Pub. L. 94–455 struck out “or his delegate” after “Secretary” wherever appearing.
1969
Pub. L. 91–172 inserted references to termination and contraction in section catchline, designated existing provisions as subsec. (a), and added subsecs. (b) and (c).
Statutory Notes and Related Subsidiaries
Effective Date of 1989 Amendment
Pub. L. 101–239, title VII, § 7208(b)(4), , 103 Stat. 2338, provided that: “The amendments made by this subsection [amending this section and section 6652 of this title] shall apply to transactions after .”
Effective Date of 1986 Amendment
Amendment by Pub. L. 99–514 applicable to returns the due date for which (determined without regard to extensions) is after , see section 1501(e) of Pub. L. 99–514, set out as an Effective Date note under section 6721 of this title.
Effective Date of 1969 Amendment
Amendment by Pub. L. 91–172 applicable to taxable years beginning after , see section 101(k)(2)(B) of Pub. L. 91–172, set out as an Effective Date note under section 4940 of this title.
Credits
1954–1996 · 6 acts
- 1954Aug. 16, 1954, ch. 736, 68A Stat. 746
- 1969Pub. L. 91–172, title I, § 101(j)(35), , 83 Stat. 529
- 1976Pub. L. 94–455, title XIX, § 1906(b)(13)(A), , 90 Stat. 1834
- 1986Pub. L. 99–514, title XV, § 1501(d)(1)(C), , 100 Stat. 2740
- 1989Pub. L. 101–239, title VII, § 7208(b)(1), (3)(A), (B), , 103 Stat. 2337, 2338
- 1996Pub. L. 104–188, title I, § 1704(t)(17), , 110 Stat. 1888.
Show as published
(Aug. 16, 1954, ch. 736, 68A Stat. 746; Pub. L. 91–172, title I, § 101(j)(35), , 83 Stat. 529; Pub. L. 94–455, title XIX, § 1906(b)(13)(A), , 90 Stat. 1834; Pub. L. 99–514, title XV, § 1501(d)(1)(C), , 100 Stat. 2740; Pub. L. 101–239, title VII, § 7208(b)(1), (3)(A), (B), , 103 Stat. 2337, 2338; Pub. L. 104–188, title I, § 1704(t)(17), , 110 Stat. 1888.)