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965-E-ohjeet

965-E, 965 §:n mukaiset suostumussopimukset (D)

Rev joulukuu 2019

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  • 965-E - 965(i)(4)(D) §:n mukainen suostumussopimus
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Department of the Treasury  
Internal Revenue Service  
Instructions for Form 965-E  
Consent Agreement Under Section 965(i)(4)(D)  
(December 2019)  
Section references are to the Internal Revenue Code unless  
otherwise noted.  
from, or an inclusion under sections 951(a)(1)(B) and 956 with  
respect to, a DFIC and paid during, or included with respect to,  
the DFIC's inclusion year.  
Section 965(i)(2)(A)(ii) triggering event. A section 965(i)(2)  
(A)(ii) triggering event is, with respect to an S corporation with  
one or more shareholders that have made section 965(i)  
elections, the liquidation, sale, exchange, or other disposition of  
substantially all of the assets of the S corporation (including in a  
title 11 or similar case), the cessation of business of the S  
corporation, or the S corporation ceasing to exist.  
Future Developments  
For the latest information about developments related to Form  
965-E and its instructions, such as legislation enacted after they  
were published, go to IRS.gov/Form965E.  
Background  
On December 22, 2017, section 965 of the Code (section 965)  
was amended. As a result of the amendment, certain taxpayers  
are required to include in income an amount (a section 965(a)  
inclusion amount) based on the accumulated post-1986 deferred  
foreign income of certain foreign corporations (specified foreign  
corporations) they own either directly or indirectly through other  
entities.  
Purpose of Form  
Form 965-E should be used by a shareholder in an S corporation  
who has an outstanding section 965(i) net tax liability with  
respect to which a section 965(i)(2)(A)(ii) triggering event has  
occurred to obtain consent to make a section 965(h) election as  
required by section 965(i)(4)(D) and Regulations section  
1.965-7(c)(3)(v)(D)(1).  
Taxpayers that are S corporation shareholders may have a  
section 965(a) inclusion amount due to ownership of deferred  
foreign income corporations (DFICs) through S corporations that  
are themselves U.S. shareholders of the DFICs. A taxpayer that  
is a shareholder in an S corporation that is a U.S. shareholder of  
a DFIC and that has a section 965(i) net tax liability (as defined  
later in these instructions) with respect to the S corporation may  
make a deferral election under section 965(i) (section 965(i)  
election). A shareholder’s section 965(i) net tax liability with  
respect to an S corporation is calculated on an individual S  
corporation basis, and the section 965(i) election is also made  
on an S corporation-by-S corporation basis and on a  
This form requests the information and representations that  
must be provided to meet the requirements of Regulations  
section 1.965-7(c)(3)(v)(D)(1) in order to enter into a consent  
agreement under section 965(i)(4)(D). If the shareholder  
properly completes and files Form 965-E in accordance with  
these instructions, the shareholder will be considered to have  
properly obtained consent under section 965(i)(4)(D). However,  
the Commissioner may review the consent agreement and may  
ask additional questions or require additional information,  
including, for example, about the shareholder’s ability to make  
the payments required under section 965(h) with respect to the  
outstanding section 965(i) net tax liability covered by the consent  
agreement. If the Commissioner determines that the consent  
agreement contains a material misrepresentation or material  
omission, or if the additional information is not provided within a  
reasonable timeframe (as communicated by the Commissioner),  
then the consent agreement may be rejected as of the date of  
the triggering event. If the consent agreement is rejected, the  
entire amount of the section 965(i) net tax liability with respect to  
which the triggering event occurred will be due and payable for  
the year the triggering event occurred.  
shareholder-by-shareholder basis. A section 965(i) election  
allows a shareholder in an S corporation to defer payment of its  
section 965(i) net tax liability until a triggering event occurs. In  
addition, when a triggering event occurs, the shareholder may  
then make an election under section 965(h) (section 965(h)  
election) to pay the section 965(i) net tax liability with respect to  
which the triggering event occurred in installments over 8 years.  
However, when the triggering event is a liquidation, sale,  
exchange, or other disposition of substantially all the assets of  
the S corporation (including in a title 11 or similar case), a  
cessation of business by the S corporation, or the S corporation  
ceasing to exist, then the shareholder must obtain the consent of  
the Commissioner in order to make the section 965(h) election.  
Form 965-E is only the consent agreement under section  
965(i)(4)(D) required by Regulations section 1.965-7(c)  
!
CAUTION  
(3)(v)(D)(1). It does not include the section 965(h)  
election for which consent is requested. You must separately  
make the section 965(h) election in accordance with the  
requirements in Regulations section 1.965-7(c)(3)(v)(b)(2). If you  
do not properly make the section 965(h) election, you will be  
required to pay the full amount of the section 965(i) net tax  
liability with respect to which the triggering event occurred for the  
year the triggering event occurred.  
General Instructions  
Definitions  
Section 965(i) net tax liability. The section 965(i) net tax  
liability is, with respect to an S corporation and a shareholder of  
the S corporation that has made a section 965(i) election, the  
excess (if any) of the S corporation shareholder's net income tax  
for the tax year in which the S corporation shareholder includes  
a section 965(a) inclusion in income, determined as if the only  
section 965(a) inclusions included in income by the S  
Who Must File  
An S corporation shareholder with an outstanding section 965(i)  
net tax liability with respect to which a section 965(i)(2)(A)(ii)  
triggering event has occurred must file Form 965-E to obtain  
consent to make a section 965(h) election.  
corporation shareholder are domestic pass-through entity  
shares of section 965(a) inclusions by the S corporation with  
respect to DFICs of which the S corporation is a U.S.  
shareholder, over the S corporation shareholder's net income  
tax for the tax year determined without regard to section 965,  
and without regard to any income, deduction, or credit properly  
attributable to a dividend received (directly or through a chain of  
ownership described in section 958(a)) by the S corporation  
Note. Each shareholder must file its own Form 965-E to obtain  
consent to make a section 965(h) election, and each  
shareholder must make its own section 965(h) election. An S  
corporation cannot file Form 965-E or make section 965(h)  
elections on behalf of its shareholders.  
Jan 20, 2020  
Cat. No. 73449L  
When and Where To File  
Part V — Shareholder’s Ability To  
Make Payments Required Under  
Section 965(h)  
Within 30 days of the section 965(i)(2)(A)(ii) triggering event, the  
original Form 965-E must be mailed to the IRS’s Memphis  
Compliance Service Collection Operations at the following  
address.  
Line 5. Check the “Yes” box to confirm that the shareholder is  
able to make the payments required under section 965(h) and  
Regulations section 1.965-7(b) for the outstanding section 965(i)  
net tax liability with respect to which the section 965(h) election  
is intended to be made. If you check the “No” box, you do not  
meet the requirements to enter into a valid consent agreement.  
Memphis CSCO  
5333 Getwell Road MS 81  
Memphis, TN 38118  
In addition, the shareholder must attach a duplicate copy of  
Form 965-E to its tax return for the tax year during which the  
section 965(i)(2)(A)(ii) triggering event occurs, filed by the due  
date for such return (with regard to any extension of time to file).  
Line 6. Check the “Yes” box if the leverage ratio of the  
shareholder immediately after the triggering event exceeds three  
to one. Otherwise, check the “No” box.  
The leverage ratio means the ratio that the total indebtedness  
of the shareholder bears to the sum of its money and all other  
assets reduced, but not below zero, by the total indebtedness.  
See Regulations section 1.965-7(c)(3)(iv)(D)(6) for more  
information.  
Form 965-E will be considered timely filed only if filed  
within 30 days of the date the section 965(i)(2)(A)(ii)  
!
CAUTION  
triggering event occurs. No extension of time to file Form  
965-E will be granted, and relief is not available under  
Regulations section 301.9100-2 or 301.9100-3 to file a consent  
agreement late.  
Note. The leverage ratio of the shareholder is a factor the  
Commissioner uses to determine whether the shareholder has  
the ability to pay the outstanding section 965(i) net tax liability. A  
leverage ratio in excess of three to one does not by itself  
determine whether or not a consent agreement is valid.  
Specific Instructions  
Part I — Shareholder Information  
Line 7. Provide any other pertinent information regarding the  
shareholder’s ability to pay the outstanding section 965(i) net tax  
liability. This information may include, but is not limited to, the  
adequacy of the shareholder’s income, the value of the  
Use Part I to provide the identifying information of the  
shareholder requesting consent to make the section 965(h)  
election. Enter the shareholder’s complete legal name, taxpayer  
identification number, and street address or post office box.  
shareholder’s assets, and the shareholder’s access to capital.  
Part II — S Corporation Information  
Part VI — Terms of Agreement  
Use Part II to provide identifying information of the S corporation  
with respect to which a section 965(i) election was in effect and  
with respect to which the section 965(i)(2)(A)(ii) triggering event  
occurred. Enter the name and taxpayer identification number of  
the S corporation.  
By signing this consent agreement, you agree to the terms set  
forth in Part VI of Form 965-E.  
Shareholder Signature  
The consent agreement must be signed by the shareholder or a  
person authorized to sign for the shareholder. By signing this  
consent agreement, you declare, under penalties of perjury, that  
you have examined the form and, to the best of your knowledge  
and belief, it is true, correct, and complete. You also certify that  
you have the authority to execute this consent agreement.  
Part III — Triggering Event Under  
Section 965(i)(2)(A)(ii) Giving Rise to  
Need for Consent  
Line 1. Provide the date on which the section 965(i)(2)(A)(ii)  
triggering event for which the consent agreement is being filed  
occurred.  
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.  
Line 2. Describe in detail the section 965(i)(2)(A)(ii) triggering  
event for which the consent agreement is being filed. For  
example, if the transfer is the disposition of substantially all of  
the assets of the S corporation, provide a description of the type  
of disposition, including any steps involved in the transaction.  
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  
Part IV — Report of Unpaid Section  
965(i) Net Tax Liability for Which  
Consent Is Requested Under Section  
965(i)(4)(D) for a Section 965(h)  
Election To Be Made  
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 individual 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.  
Line 3. Enter the dollar amount of the outstanding section 965(i)  
net tax liability for which the shareholder intends to make a  
section 965(h) election.  
Note. The Commissioner may adjust the amount of the section  
965(i) net tax liability.  
Line 4. Enter the date on which the first installment payment will  
be due for the section 965(i) net tax liability after the section  
965(h) election is made.  
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