Header
The calendar year ending December 31 that the report covers, the corporation's name and its employer identification number.
5452
Corporate Report of Nondividend Distributions
- Agency
- IRS
- Revision
- Rev. October 2018
- Fillable fields
- 349
- Pages
- 4
- Official source
- IRS form page
- Checked
- October 21, 2026
Form 5452: Corporate Report of Nondividend Distributions
Form 5452 is the Corporate Report of Nondividend Distributions. The instructions say to complete it if the corporation made nondividend distributions to shareholders under section 301, section 1368(c)(3), section 1371(e), or section 1371(f). They describe nondividend distributions as distributions made to shareholders in the normal course of business that are fully or partially nontaxable as dividends only because the paying corporation's current and accumulated earnings and profits are less than the distributions. Tax-free stock dividends and distributions exchanged for stock in liquidations or redemptions are not included.
The form is completed by the corporation that made the distributions, and the form says to attach it to the corporation's income tax return. It reports the corporation's earnings and profits, the number of shareholders and the taxable and nontaxable status of each distribution. Pages 3 and 4 hold an example and a blank worksheet for figuring current year earnings and profits.
This page hosts the October 2018 revision. You can fill it out free in your browser on this page and download the result without an account.
What's on Form 5452
Items A, B and C
Whether the corporation filed Form 5452 for a prior calendar year, whether any distributions are part of a partial or complete liquidation, and whether any come from an S corporation's accumulated adjustments account.
Item D: earnings and profits
Accumulated earnings and profits since February 28, 1913, at the beginning of the tax year, and actual earnings and profits for the current tax year.
Item E: shareholders
The number of individuals, the number of partnerships, and the number of corporations and other shareholders at the date of the last dividend payment.
Item F: corporate distributions
One row per distribution: date paid, total amount paid as common (C), preferred (P) or other (O), amount per share, amounts from current and accumulated earnings and profits, percentage taxable, amount from other than earnings and profits, and percentage nontaxable.
Earnings and profits worksheets
Page 3 shows a filled-in example for XYZ Corporation and page 4 a blank worksheet for figuring current year earnings and profits, lines 1 to 11, with the cash distribution split below.
How to fill out Form 5452
- 1
Header
Enter the year after "For calendar year ending December 31," then the corporation's name and EIN. The amounts in item F are amounts paid during that calendar year.
- 2
Items A to C
Check Yes or No for each. If A is Yes, enter the prior years. If B is Yes, attach an explanation. If C is Yes, enter the accumulated adjustments account balance at the beginning of the tax year.
- 3
Item D and the worksheet
The form points to Supporting Information in the instructions for item D. The worksheet starts from taxable income on Form 1120, line 28 (or the comparable line of another income tax return), before the net operating loss deduction and special deductions.
- 4
Item E
Enter how many shareholders were individuals, partnerships, and corporations and other shareholders at the date of the last dividend payment.
- 5
Item F
The instructions say to show the taxable and nontaxable status of distributions reported to shareholders. The percentages are based on the amounts on each line in the Total Amount Paid column. For noncash distributions, attach a statement showing both the tax bases and fair market values.
- 6
Supporting information
Attach a computation of earnings and profits for the tax year, a year-by-year computation of accumulated earnings and profits, any schedule of differences from Schedule M-1 or Schedule M-3 (Form 1120), and a tax basis balance sheet if Schedule L (Form 1120) was required. The instructions cite Rev. Proc. 75-17.
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Where it goes, timing and attachments
Where it goes
The form says to attach it to the corporation's income tax return.
Calendar year corporations
The instructions say to attach Form 5452 and the supporting information to the income tax return due for the tax year in which the nondividend distributions were made.
Fiscal year corporations
The instructions say to attach them to the income tax return due for the first fiscal year ending after the calendar year in which the nondividend distributions were made.
Depreciation schedule
If the corporation used an accelerated method of depreciation, the instructions ask for a schedule of the depreciation (and any amortization) figured under the straight line method, and a reconciliation to the amount deducted on the return.
Consolidated groups
The parent also attaches a schedule of the allocation of the consolidated tax liability and the method used, a schedule of each member's taxable income or loss, and the supporting information for each member that made nondividend distributions.
Instructions and updates
The instructions are printed on page 2 of the form. The form points to www.irs.gov/Form5452 for the latest information, and the About page lists no recent developments.
Related forms
Who needs to fill out Form 5452?
The instructions say all corporations that have made nondividend distributions to their shareholders file Form 5452. It goes to the IRS attached to the corporation's income tax return.
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Questions about Form 5452
Who files Form 5452?
A corporation that made nondividend distributions to its shareholders. If the corporation is a member of a consolidated group, the instructions say the parent corporation files it.
Is Form 5452 sent to the IRS by itself?
No. The form says to attach it to the corporation's income tax return, along with the supporting information the instructions list.
What is a nondividend distribution?
The instructions describe it as a distribution made to shareholders in the normal course of business that is fully or partially nontaxable as a dividend only because the corporation's current and accumulated earnings and profits are less than the distributions.
Does it cover stock dividends or redemptions?
The instructions say nondividend distributions do not include tax-free stock dividends or distributions exchanged for stock in liquidations or redemptions.
When does an S corporation file it?
The instructions say when distributions are made under section 1371(e) or 1371(f), or in the year when distributions fully exhaust accumulated earnings and profits.
Where are the instructions for Form 5452?
On page 2 of the form itself, followed by a filled-in example and a blank worksheet for figuring current year earnings and profits.