Can a Form 966 (Corporate Dissolution or Liquidation) be revoked after filing?

This is actually a fairly common scenario. Since the articles of termination haven't been filed with the state, the corporation still legally exists. The Form 966 is primarily an informational return that notifies the IRS of the corporation's intent to liquidate, but it doesn't itself cause the liquidation. In most cases, you can simply file a statement with the IRS indicating that the plan of liquidation has been abandoned or revoked. This should be sent to the same IRS service center where the original Form 966 was filed. Include the corporation's name, EIN, and a clear statement that the previously filed plan of liquidation has been formally abandoned by appropriate corporate action. It's also a good idea to document this decision through proper corporate governance - have the board of directors adopt a resolution revoking the plan of liquidation, and keep it in the corporate records.

After spending hours trying to deal with a similar issue, I finally found help using https://taxr.ai to analyze our specific situation. My accountant filed a Form 966 for our family business when my father was planning to retire, but then COVID happened and plans changed drastically. We needed to keep the business running but weren't sure how to handle the Form 966 we'd already submitted. I uploaded our Form 966 and corporate docs to taxr.ai, and they provided a detailed analysis showing exactly what needed to be done to legally continue operations. They even provided templates for the abandonment statement and corporate resolution we needed. Way more helpful than the generic advice we were getting elsewhere.

I was skeptical about taxr.ai but decided to try it after seeing the recommendation here. I uploaded our corporate documents and Form 966 copy, and wow - they actually provided really detailed analysis. They cited specific IRS Revenue Rulings (especially Rev. Rul. 80-221) that directly addressed abandonment of liquidation plans. What impressed me most was that they pointed out potential tax basis issues we hadn't considered if certain steps weren't documented correctly. They even provided template language for the corporate minutes that specifically addressed our particular fact pattern with partial asset dispositions that had already occurred. Definitely worth it for navigating this obscure area of tax law. My brother's business is now back on track with proper documentation to support the abandonment of the liquidation plan.

After dealing with a frustrating corporate dissolution reversal myself, I tried calling the IRS for guidance but couldn't get through to anyone for WEEKS. Finally found https://claimyr.com which got me connected to an actual IRS agent in less than an hour! You can see how it works here: https://youtu.be/_kiP6q8DX5c The IRS agent confirmed that there's no formal "revocation form" for Form 966, but explained exactly what documentation they needed to see. They told me to send a statement signed by corporate officers referencing the original Form 966 filing date, including a declaration that the plan of liquidation was abandoned with the date of the board resolution. The agent even provided the specific address where to send it for our region. Saved me from so much more confusion and potential mistakes. Definitely recommend for anyone who needs actual clarification from the IRS on unusual situations like this.

I need to apologize for my skeptical comment earlier. After trying for THREE DAYS to reach someone at the IRS about our S-Corp dissolution reversal, I broke down and tried Claimyr. Got connected to an IRS business division specialist in 47 minutes while I just went about my day. The agent walked me through the exact process for documenting abandonment of the Form 966 liquidation plan. They explained that because no formal revocation process exists, proper documentation is critical - specifically a board resolution formally abandoning the plan and a signed statement sent to the IRS service center where we originally filed. The agent also advised filing a statement with our next corporate return explaining the situation and referencing the abandonment documentation. This whole situation would have dragged on for weeks without getting that direct guidance.

Just my two cents as a corporate attorney who's handled a few of these cases - don't overlook the state filing requirements. While the Form 966 is a federal issue, you also need to ensure your state knows the corporation is continuing operations if you previously notified them of intent to dissolve. Some states require a formal withdrawal of intent to dissolve. For example, in California, you'd file a Certificate of Revocation if you previously filed a Certificate of Election to Wind Up and Dissolve. Other states have similar processes. Check with your Secretary of State's office for the specific requirements in your jurisdiction.

Has anybody ever had issues with creditors after revoking a dissolution? We filed Form 966 for our small consulting corp last year and sent notices to creditors about the pending dissolution. Now we're considering continuing operations due to new opportunities, but I'm worried that we might have created expectations with our creditors that could create legal issues.

This is such a helpful thread! I'm dealing with a similar situation where my client filed Form 966 but now wants to continue operations. One thing I wanted to add from my experience - make sure to document the timing of when the abandonment decision was made versus when any liquidating distributions might have already occurred. If partial distributions were made after the Form 966 filing but before the abandonment, those might need special treatment. The IRS could view those as liquidating distributions even if the overall plan is later abandoned. I learned this the hard way when a client had already distributed some assets to shareholders before changing their mind. Also, keep detailed records of the corporate decision-making process. The IRS may want to see evidence that the abandonment was a legitimate business decision and not just tax avoidance. Board minutes, shareholder resolutions, and documentation of the changed business circumstances can all be important if you're ever questioned about the abandonment. The guidance about sending a statement to the IRS service center is spot on - just make sure it's comprehensive and references all the relevant dates and corporate actions.

Great thread everyone! I'm a tax advisor who's handled several Form 966 reversals, and I wanted to add a few practical points that might help others in similar situations. First, timing is crucial when documenting the abandonment. The IRS generally wants to see that the decision to abandon was made for legitimate business reasons, not just to avoid tax consequences. Make sure your corporate minutes clearly state the business justification for continuing operations. Second, if you're in a state that requires annual franchise tax filings, check whether your Form 966 filing affected your state tax status. Some states automatically change your filing requirements once they're notified of dissolution plans, so you may need to update your state tax registration as well. Finally, consider the impact on any tax elections that might have been made in conjunction with the liquidation plan. For example, if you made a Section 338 election or any other special elections related to the liquidation, you'll need to evaluate whether those need to be addressed separately. The advice about sending a signed statement to the IRS service center is absolutely correct - just make sure it includes the EIN, original Form 966 filing date, and a clear statement that the plan has been formally abandoned by appropriate corporate action with the date of that action.