Why do companies issue liquidating dividends

The company would send me a 1099 tax form filled "only" with Col-8 for Cash distribution / Liquidation. These distributions are, at least in part, one form of a return of capital. You will receive Form 1099-DIV from the corporation showing you the amount of the liquidating distribution in box 8 or 9, in your case they were cash in box 8.Any liquidating distribution you receive is not taxable to you until you have recovered the basis of your stock. 331, a liquidating distribution is considered to be full payment in exchange for the shareholder’s stock, rather than a dividend distribution, to the extent of the corporation’s earnings and profits (E&P).The shareholders generally recognize gain (or loss) in an amount equal to the difference between the fair market value (FMV) of the assets received (whether they are cash, other property, or both) and the adjusted basis of the stock surrendered.Therefore, liquidating dividends are considered a return of shareholders' investments, rather than profit on them.All of the firm's debts must be paid before it can pay liquidating dividends. A pro rata distribution of cash or property to stockholders as part of the dissolution of a business.Witness the situation described in recent letter from the Internal Revenue Service (LTR 200806006, November 7, 2007), which addresses a seeming anomaly related to the tax code.The anomaly is corporate dissolution without liquidation.

See also final dividend, General Utilities Doctrine.After the basis of your stock has been reduced to zero, you must report the liquidating distribution as a capital gain.Whether you report the gain as a long-term or short-term capital gain depends on how long you have held the stock.331 for the difference between the FMV and the shareholder’s basis in the stock).As a result, the tax consequences of a subsequent sale of the assets by the shareholder should be minimal. The corporation is treated as selling the distributed assets for FMV to its shareholders, with the resulting corporate-level tax consequences.