965-C

Transfer Agreement Under Section 965(h)(3)

Agency
IRS
Revision
December 2019
Fillable fields
49
Pages
2
Official source
IRS form page
Checked
October 21, 2026
Fill 965-C online
Page 1 of form 965-C

Form 965-C: Transfer Agreement Under Section 965(h)(3)

Form 965-C is used by an eligible section 965(h) transferor and transferee to enter into a transfer agreement so as not to trigger the acceleration of the deferred net 965(h) tax liability, as the IRS describes it.

The instructions explain that taxpayers may elect under section 965(h) to pay the section 965(h) net tax liability in installments over a term of 8 years. If an acceleration event occurs, the unpaid installments are generally due on the date of that event. For a covered acceleration event, the instructions say payment is not accelerated if the transferee agrees to be liable for the remaining installments as if it were the original electing taxpayer.

The form identifies both parties, describes the event, reports the unpaid liability being assumed and the transferee's ability to pay, and sets out the terms both sides sign. You can fill out the form free in your browser on this page and download the result without an account.

What's on Form 965-C

Parts I and II: transferor and transferee

The name, taxpayer identification number and address of the eligible section 965(h) transferor and of the eligible section 965(h) transferee.

Part III: acceleration event

Line 1 boxes a, b and c with follow-up yes or no questions, line 2 for the date of the event, and line 3 for a detailed description.

Part IV: unpaid liability being assumed

Line 4 for the transferor's section 965(h) net tax liability remaining unpaid and line 5 for the date the next installment payment is due.

Part V: ability to pay

Line 6 asks whether the transferee can make the remaining payments, line 7 whether its leverage ratio exceeds 3:1, and line 8 holds other information.

Part VI: terms and signatures

The terms of the agreement on page 2, then separate signature blocks for the transferor and the transferee with name, title, email and daytime phone.

How to fill out Form 965-C

  1. 1

    Parts I and II

    Enter each party's complete legal name, taxpayer identification number, and street address or post office box.

  2. 2

    Part III, line 1

    Check box a, b or c for the type of acceleration event. The instructions say to answer the three questions under box a, or the question under the c(1), c(2) or c(3) box checked.

  3. 3

    Lines 2 and 3

    Enter the date of the covered acceleration event and a detailed description of it.

  4. 4

    Part IV

    Enter the dollar amount of the transferor's unpaid section 965(h) net tax liability on line 4 and the next installment due date on line 5.

  5. 5

    Part V

    Answer lines 6 and 7. The instructions say a No on line 6 means the requirements for a valid transfer agreement are not met. Add any other ability to pay details on line 8.

  6. 6

    Part VI

    Each side has a person authorized to sign its return sign and date its block. The transferor certifies Parts I, III and IV, and the transferee Parts II, III, IV and V.

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When and where it is filed

Within 30 days

The instructions say the original Form 965-C is mailed within 30 days of the covered acceleration event to Memphis CSCO, 5333 Getwell Road MS 81, Memphis, TN 38118.

Duplicate copies

The form says to file in duplicate. The instructions say both parties attach a duplicate copy to their tax returns for the years the event occurs, filed by the return due date with extensions.

No extensions

The instructions say no extension of time to file Form 965-C will be granted, and relief under Regulations section 301.9100-2 or 301.9100-3 is not available to file late.

Form 965-A or 965-B copy

The instructions say a copy of the transferor's most recent Form 965-A or Form 965-B, as applicable, is included with Form 965-C.

IRS review

The form says the Commissioner may request more information and may reject the agreement for a material misrepresentation or omission. Assumed installments then become due on the date of rejection.

Related forms

Who files Form 965-C?

  • Eligible section 965(h) transferors

    The instructions define the transferor as a U.S. person with respect to which a covered acceleration event occurs. A person authorized to sign its return signs for it.

  • Eligible section 965(h) transferees

    The instructions define the transferee as a single U.S. person that is not a domestic pass-through entity and meets one of six requirements in Regulations section 1.965-7(b)(3)(iii)(B)(1).

  • Corporate signers

    The form says if either party is a corporation, the agreement is signed with the corporate name, followed by the signature and title of the authorized officer.

  • Covered acceleration events only

    The instructions say a person has a covered acceleration event if it can check box a, b or c on Part III, line 1, such as an asset sale or a change in a consolidated group.

The instructions say Form 965-C may only be filed by an eligible section 965(h) transferor and an eligible section 965(h) transferee, and both sign it.

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Questions about Form 965-C

What does Form 965-C do?

The IRS says it lets an eligible section 965(h) transferor and transferee enter into a transfer agreement so the deferred net 965(h) tax liability is not accelerated.

Where is Form 965-C mailed?

The instructions say the original goes to Memphis CSCO, 5333 Getwell Road MS 81, Memphis, TN 38118, within 30 days of the covered acceleration event.

Can the filing deadline be extended?

No. The instructions say no extension of time to file Form 965-C will be granted.

What does the transferee agree to?

The form says the transferee assumes the transferor's unpaid section 965(h) installment payments, waives the right to a notice of liability and consents to immediate assessment of the unpaid amount shown in Part IV.

Does a leverage ratio over 3:1 make the agreement invalid?

The instructions say a leverage ratio above three to one does not by itself determine whether a transfer agreement is valid. It is one factor in the ability to pay review.

Is an amended Form 965-C needed if the liability changes later?

The instructions say that if the liability is changed on an amended return after the transfer agreement was due, an amended transfer agreement is not required and should not be filed.