A dividend is a distribution of cash or property, made by a corporation to its shareholders out of accumulated or current earnings and profits. (Distributions are treated as coming out of earnings and profits to the extent the corporation has any.)
1 A dividend is a distribution made “with respect to” a corporation’s common or preferred stock; that is, it is made because of stock ownership, not because of some other reason – such as compensation for services rendered or goods provided or in payment of a debt – even though it is made to a stockholder. While distribution by a company of its own stock or of stock rights is commonly called a stock dividend, it is generally not considered a dividend for tax purposes, because it is not treated as a distribution of property.
2 (That general rule is subject to exceptions, however,
see Q
7509.)
For a discussion of “stock dividends” and distributions of stock rights,
see Q
7508 and Q
7509.
The amount received from a short-seller to reimburse the lender of stock in a short sale (
see Q
7524) for dividends paid during the loan period is not a dividend to the lender.
3 For the treatment of such payments made to shareholders in lieu of dividends (i.e., “substitute payments”) under JGTRRA 2003,
see Q
702.
1. IRC § 316(a); Treas. Reg. § 1.316-1(a).
2. IRC § 317(a); Treas. Reg. § 1.317-1.
3. Rev. Rul. 60-177, 1960-1 CB 9.