Schedule G (Form 1120): reporting owners of a corporation’s voting stock

Schedule G (Form 1120) is where a corporation names the shareholders that hold a large share of its voting power. Whether you need it is decided by question 4 of Schedule K, on page 4 of the 2025 Form 1120. Question 4a asks about corporations, partnerships, trusts and tax-exempt organizations; question 4b asks about individuals and estates. A “Yes” to 4a means you complete Part I of Schedule G, a “Yes” to 4b means Part II, and the schedule is attached to the return. The form is a single page, Rev. December 2011, with its own instructions printed on page 2 of the PDF.

Which shareholders make you answer “Yes” to question 4

Both questions use the same two thresholds, measured at the end of the tax year against the total voting power of all classes of the corporation’s stock entitled to vote. An owner is reported if it meets either one:

• it owns directly 20% or more of that voting power, or
• it owns, directly or indirectly, 50% or more of that voting power.

The 20% threshold counts only shares the owner holds in its own name. Indirect holdings are added in only for the 50% threshold. Take a corporation whose voting stock is 40% held by Maple Holdings LLC, an LLC taxed as a partnership. Dana owns 60% of Maple and another 10% of the corporation’s voting stock herself. Through Maple she holds 24% indirectly (60% of 40%), so her total is 34%. Her direct 10% is under 20% and her total is under 50%, so Dana does not go on Part II. Maple holds 40% directly, passes the 20% threshold and is listed in Part I with 40%.

The Schedule G instructions apply the constructive ownership rules of section 267(c), leaving out section 267(c)(3), to stock and to interests in a partnership’s profit, loss or capital. Two of those rules decide most indirect percentages:

• Stock owned by a corporation, partnership, estate or trust is treated as owned proportionately by its shareholders, partners or beneficiaries. That is the rule behind Dana’s 24%.
• An individual is treated as owning what family members own. Family means only a spouse, brothers, sisters, ancestors and lineal descendants, and the attribution applies only if the individual also owns an interest in the corporation, directly or through a corporation, partnership or trust.

Family attribution can push both relatives into the 50% range. Ruth owns 35% of the voting stock and her son Leo owns 20%, both directly. Each meets the 20% threshold on their own shares, and because Leo holds stock himself, Ruth’s 35% counts as his and his 20% counts as hers. Each owns 55% directly or indirectly, and 55% is what goes in the percentage column for both. Had Leo owned nothing in the corporation, no part of Ruth’s stock would be attributed to him.

How to fill out Part I and Part II

The top of the page has two entries, the corporation’s name and its employer identification number, taken from Form 1120. In the image, N marks those two entries, I marks the Part I table and II marks the Part II table. Each table has ten rows.

Two listing rules in the Part I instructions change whose name you write. When the owner is an affiliated group filing a consolidated return, list the parent corporation and leave out the subsidiary members. When the owner is a disregarded entity, list the entity that owns it; if that owner is an individual, the individual goes in Part II.

Ten rows may not be enough for a corporation with many entity or family owners. The Form 1120 instructions allow separate sheets in the same size and format as the printed form, with the corporation’s name and EIN on each supporting statement. Writing “See Attached” or “Available Upon Request” in the entry spaces is not allowed.

Schedule G and questions 5 and 7 of Schedule K

Questions 5 and 7 sit next to question 4 on Schedule K and ask about ownership too, but they do not send you to Schedule G.

• Question 5 looks the other way: corporations, partnerships and trusts that your corporation owns at 20% directly or 50% directly or indirectly. Those holdings are listed in the columns printed under question 5 on Form 1120 itself. Corporations included on Form 851, Affiliations Schedule, are left out of question 5a.
• Question 7 asks whether one foreign person owned at least 25% of the voting power or of the total value of all classes of stock. It uses the attribution rules of section 318, not section 267(c), and a “Yes” may also require Form 5472. A foreign corporation holding 30% of the voting stock directly would be reported on Schedule G Part I and in question 7.

When Schedule G is due and how the return is filed

Schedule G has no due date or signature line of its own. It travels with Form 1120, which is generally due by the 15th day of the 4th month after the tax year ends. A corporation with a fiscal year ending June 30 files by the 15th day of the 3rd month, and a due date on a Saturday, Sunday or legal holiday moves to the next business day. Form 7004, filed by the regular due date, extends the time to file the whole return. The 2025 instructions apply to calendar year 2025 and to fiscal years that begin in 2025 and end in 2026.

For returns filed on or after January 1, 2024, a corporation that files 10 or more returns of any type during the calendar year, counting employment, excise and information returns, must e-file Form 1120, and Schedule G goes in the same electronic return. A hardship waiver can be requested in writing. A paper return is signed by the president, vice president, treasurer, assistant treasurer, chief accounting officer or another officer authorized to sign. Schedules are attached after page 6 of Form 1120; Schedule G is not in the named list at the front of the assembly order, so it falls under “additional schedules in alphabetical order”.

A return filed after its due date, extensions included, can be charged 5% of the unpaid tax for each month or part of a month, up to 25%. For a return required to be filed in 2026 that is more than 60 days late, the minimum penalty is the smaller of the tax due or $525. If a penalty notice arrives, the corporation sends its reasonable-cause explanation after the notice; the instructions say not to attach one to the return.

Checks before attaching Schedule G

• Question 4a answered “Yes” only with at least one row in Part I, and 4b “Yes” only with at least one row in Part II.
• Ownership measured at the end of the tax year and as a share of voting power.
• Indirect stock used only for the 50% test; the 20% test uses direct holdings.
• Family attribution applied only to relatives who own stock themselves, directly or through a corporation, partnership or trust.
• Parent corporation listed for a consolidated group; owner listed for a disregarded entity.
• Estate rows show the decedent’s citizenship in column (iii).
• Extra sheets, if used, carry the corporation’s name and EIN.