965-E

Consent Agreement Under Section 965(i)(4)(D)

Agency
IRS
Revision
December 2019
Fillable fields
33
Pages
2
Official source
IRS form page
Checked
October 21, 2026
Fill 965-E online
Page 1 of form 965-E

Form 965-E: Consent Agreement Under Section 965(i)(4)(D)

Form 965-E, Consent Agreement Under Section 965(i)(4)(D), is filed by a shareholder in an S corporation. The instructions say it is used by a shareholder 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.

A section 965(i) election lets an S corporation shareholder defer payment of the section 965(i) net tax liability until a triggering event. The instructions define that triggering event as the liquidation, sale, exchange or other disposition of substantially all of the assets of the S corporation, the cessation of its business, or the S corporation ceasing to exist. A section 965(h) election pays the liability in installments over 8 years.

The instructions say Form 965-E is only the consent agreement; the section 965(h) election itself is made separately. You can fill out Form 965-E free in your browser on this page and download the result without an account.

What's on Form 965-E

Part I: shareholder information

Name of shareholder, taxpayer identification number, and address with city, state or province, country and ZIP or foreign postal code.

Part II: the S corporation

Name and taxpayer identification number of the S corporation with respect to which the section 965(i) election was in effect.

Part III: triggering event

Line 1 asks for the date of the triggering event and line 2 for a detailed description of the event that gave rise to the need for consent.

Part IV: unpaid liability

Line 3 is the amount of section 965(i) net tax liability remaining unpaid for which the section 965(h) election will be made. Line 4 is the date the next installment payment will be due.

Part V: ability to pay

Lines 5 and 6 are yes or no questions on the shareholder's ability to make the section 965(h) payments and whether its leverage ratio exceeded 3:1. Line 7 is for additional information.

Part VI: terms and signature

The terms of agreement, followed by the shareholder's signature, date, printed name and title, email address and daytime phone.

How to fill out Form 965-E

  1. 1

    Parts I and II

    Enter the shareholder's complete legal name, taxpayer identification number and street address or post office box, then the name and taxpayer identification number of the S corporation.

  2. 2

    Part III, lines 1 and 2

    Enter the date the triggering event occurred and describe it in detail. For a disposition of substantially all of the assets, the instructions say to describe the type of disposition, including any steps in the transaction.

  3. 3

    Part IV, lines 3 and 4

    Enter the dollar amount of the outstanding section 965(i) net tax liability for the election, and the date the first installment payment will be due after the section 965(h) election is made. The instructions note the Commissioner may adjust the amount.

  4. 4

    Part V, lines 5 to 7

    The instructions say checking No on line 5 means the requirements for a valid consent agreement are not met. Line 6 asks whether the leverage ratio exceeded three to one. Line 7 can cover income, assets and access to capital.

  5. 5

    Sign Part VI

    The shareholder or a person authorized to sign for the shareholder signs under penalties of perjury and certifies the authority to execute the agreement.

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Where to send it and timing

Where to send

The instructions say to mail the original to Memphis CSCO, 5333 Getwell Road MS 81, Memphis, TN 38118. The About page also lists a 2021 notice titled Change to the Mailing Address for Filing Forms 965-D and 965-E.

Deadline

The instructions say the original is mailed within 30 days of the triggering event, and that no extension of time to file Form 965-E will be granted.

Duplicate with the return

The form says "File in Duplicate." The instructions say a duplicate copy is attached to the shareholder's tax return for the year the triggering event occurs, filed by its due date including extensions.

Separate 965(h) election

The instructions say Form 965-E does not include the section 965(h) election. If that election is not properly made, the full liability is payable for the year of the triggering event.

Review by the IRS

The instructions say the Commissioner may ask for more information and may reject the agreement for a material misrepresentation or omission, making the entire liability due for the year of the triggering event.

Related forms

Who files Form 965-E?

  • S corporation shareholders with a 965(i) election

    The shareholder who made a section 965(i) election for the S corporation and still has an outstanding section 965(i) net tax liability.

  • After a triggering event

    The form is tied to a section 965(i)(2)(A)(ii) triggering event, such as a disposition of substantially all of the S corporation's assets, a cessation of business or the S corporation ceasing to exist.

  • Each shareholder separately

    The instructions say each shareholder files its own Form 965-E and makes its own section 965(h) election.

  • Not the S corporation

    The instructions say an S corporation cannot file Form 965-E or make section 965(h) elections on behalf of its shareholders.

The instructions say 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, files Form 965-E to obtain consent to make a section 965(h) election.

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Questions about Form 965-E

What is Form 965-E used for?

The instructions say an S corporation shareholder uses it to obtain consent to make a section 965(h) election after a section 965(i)(2)(A)(ii) triggering event.

Can the S corporation file Form 965-E for its shareholders?

No. The instructions say an S corporation cannot file Form 965-E or make section 965(h) elections on behalf of its shareholders.

When is Form 965-E due?

The instructions say within 30 days of the triggering event, with no extension of time to file.

Does Form 965-E make the section 965(h) election?

No. The instructions say it is only the consent agreement, and the section 965(h) election is made separately.

What is the leverage ratio on line 6?

The instructions define it as the ratio of the shareholder's total indebtedness to the sum of its money and all other assets, reduced but not below zero by the total indebtedness.

Why does the form say File in Duplicate?

The original is mailed to the IRS and a duplicate copy is attached to the shareholder's tax return for the year of the triggering event.