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At its core, “basis” of any type represents an economic investment. You can measure the basis you have in:
The tax basis definition we are talking about with S corporations is the amount of economic investment a shareholder has in their S corporation shares for tax purposes.
S corporation shareholders must know the basis they have in their stock so they can report their business activity correctly on their tax return. The tax consequences of certain actions will change depending on if the taxpayer has sufficient tax basis. Basis is especially important to know in the following three scenarios:
Your initial tax basis in an S corporation is what you paid or contributed to acquire your stock shares.
From there, a shareholder’s tax basis is adjusted up or down for taxable changes to their investment. Here is a simple calculation you can use to determine your tax basis. Adjustments must be made in this order:
Capital contributions you made to the corporation | |
+ | Purchases of additional shares of stock |
+ | Income reported on Schedule K-1 (e.g., ordinary income, capital gains, tax-exempt income) |
+ | Excess depletion |
– | Distributions of capital (not including dividends) |
– | Nondeductible expenses |
– | Depletion |
– | Losses reported on Schedule K-1 (e.g., ordinary losses, short-term investment losses, capital losses) |
– | Deductions (e.g., Section 179 expensing) |
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To understand what this basis calculation looks like in practice, let’s walk through a simple example:
You purchased your S corporation shares for $20,000. In Year 1, the S corporation allocated $5,000 in ordinary income and $500 in capital loss to you. Because the entity was short on cash, you contributed $2,000 to boost cash reserves. This was structured as a capital investment rather than a shareholder loan. At the end of the year, your tax basis in your S corporation shares would be $26,500.
Beginning Tax Basis Year 1 | $20,000 |
Plus: Capital Contributions | $2,000 |
Plus: Ordinary Income | $5,000 |
Less: Capital Loss | ($500) |
Ending Tax Basis Year 1 | $26,500 |
Ordering of tax basis adjustments is important because the tax implications will change if your tax basis is zero. When your tax basis is zero, you may not be able to deduct a loss that’s allocated to you, or you may be taxed on a distribution. Let’s continue from the previous example:
You enter Year 2 with a stock basis of $26,500. This year, the S corporation instead allocated a $20,000 ordinary loss to you. During the year, you also received non-dividend distributions of $8,000. At the end of Year 2, your tax basis will have been reduced to zero, and you would have a suspended loss carryforward of $1,500.
Beginning Tax Basis Year 2 | $26,500 | |
Less: Non-Dividend Distributions | ($8,000) | You have enough basis to absorb the non-dividend distribution, so you will not be taxed on the distribution. It will simply be considered a return of capital. |
Subtotal Stock Basis | $18,500 | |
Less: Ordinary Loss | ($18,500) | Your loss deduction is limited to tax basis. Even though your loss was $20,000, you can only deduct $18,500. This reduces your tax basis down to zero. |
End Tax Basis Year 2 | $0 | |
Total Ordinary Loss in Year 2 | $20,000 | |
Deductible Loss | ($18,500) | |
Suspended Loss Carryforward | $1,500 | You can carry this loss into Year 3. |
Suspended losses can be carried forward to the next year. The character of the suspended loss will remain the same and will be added to next year’s tax items. So, in the example above, that $1,500 suspended loss could be added to the next year’s loss items to determine whether the activity in Year 3 has any adverse tax effects.
You enter Year 3 with a stock basis of $0 and a suspended loss carryforward of $1,500. This year, the S corporation allocated a $5,000 ordinary income and a $1,000 capital loss to you. Additionally, you contributed an asset worth $3,000 to the business. At the end of Year 3, you would have a tax basis of $5,500.
Beginning Tax Basis Year 3 | $0 |
Plus: Capital Contributions | $3,000 |
Plus: Ordinary Income | $5,000 |
Subtotal Stock Basis | $8,000 |
Less: Capital Loss | ($1,000) Fully deductible |
Less: Suspended Loss from Year 2 | ($1,500) |
Ending Tax Basis Year 3 | $5,500 |
It is the shareholder’s responsibility to know their basis; S corporations are not required to track or report basis for each taxpayer. Because basis calculations can get complex, most shareholders enlist help from their CPAs to keep track of their tax basis. If the S corporation tax basis is kept up to date each year, taxpayers and their accountants can use that information to make even better strategic decisions.
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