Preface: Business tax and business tax planning require thorough analysis of all facts and special circumstances applicable to the factual tax details. Deference to appropriate tax planning expertise in all business tax scenarios is well-advised.
S-Corporation Basis Rules
Credit: Donald J. Sauder, CPA, CVA
Another tax risk to entrepreneurs is S-Corporation basis. Tracking basis in S-Corporation stock is not as easy as it may appear. Key to S-Corporation stock basis, is the amount of a pass-through losses from an S-Corporation to a stockholder from the K-1, that can be deducted from “at-risk” basis.
Consider the instance and the plight of a taxpayer who purchases S-Corporation stock in a sale transactions from a long-time friend. The stock is valued at $600,000 for a 100% interest. The taxpayer signs a note for a non-recourse 100% share of the $600,000 value on the corporation, in a leveraged stock purchase.
During the first year of stock acquisition, the taxpayer with the new ownership in the corporation decides to expand corporate activity. They borrow debt with a bank loan to invest in new trucks, equipment and machinery. The taxpayer applies the bonus depreciation rules applicable in the Tax Cuts and Jobs Act. This permits 100% expensing of the assets, i.e. new equipment purchased. A $325,000 loss results for the corporation from the bonus depreciation benefit to the immediate tax year. The Form 1120S K-1 pass-through loss is intended to be deducted against other non-passive income from the taxpayer’s multiple business interests on the taxpayers Form 1040 taxes.
Because the loan is non-recourse, e.g. there is no “at-risk” basis under Sec. 465 of the Internal Revenue Code; therefore, the loss is a disallowed deduction. If the IRS audits the taxpayers personal tax filing, and the basis schedules are scrutinized along with loan documents the tax risk is substantial. Should the auditor disallow the S-Corporation loss from the K-1 because of the non-recourse feature, the corresponding tax on audit re-adjustment would likely not be lower than 35% of the planned tax deduction for federal tax purposes.
Next, consider the tax scenario where a family member loans $300,000 to finance a sale of family S-Corporation interest. The creditor family member owns 51% of the S-Corporation after the stock certificates are updated. The loan trips the “at-risk” rules with a disqualified interest clause under IRC Sec 465. from the related party definition in IRC Sec 267(b) of common control. If the business passes a loss to the new shareholder family member, they would not be “at-risk” to deduct any pass-through loss. Usually substance over form will govern the day during an IRS audit and scrutiny of the “at-risk” basis. If losses are deducted on the stock purchased with a personal family loan, or non-recourse, the taxpayer is subject to outlier tax risks. Debt basis rules on S-Corporations equip IRS auditors with opportunity from the narrow band of “at risk” IRS definitions. You likely never guessed what your tax accountant knows, and how valuable it can be to your business. Proper respect for more than “back of the napkin” tax planning pays.
S-Corporation basis is also applicable on sales of S-Corporation stock too. Appropriate tracking of stock basis schedules on all S-Corporation tax filings, not just the costs of purchases of additional shares of stock, are a rudimentary task on an accurate S-Corporation tax filing. Stock basis and “at risk” basis should be tracked closely for S-Corporation shareholders; it is relevant to the taxable implications on loss deductions, in addition to future sales of the S-Corporation stocks. Often taxpayers are unaware when S-Corporation basis is not tracked by their tax preparers. The fact is that accurately tracked S-Corporation basis is the responsibility of the stockholder or K-1 recipient, e.g. if you purchase CNH stock, neither the corporation nor your tax preparer are responsible to track your stock basis at purchase. Keeping records of adjustments to basis in S-Corporation stock will provide helpful detail for all future stock transactions and the applicability to calculating taxable gains and losses.
Business tax and business tax planning require thorough analysis of all facts and special circumstances applicable to the factual tax details. Deference to appropriate tax planning expertise in all business tax scenarios is well-advised. This blog is written for informational purposes only, and is not to be construed as tax or accounting advice. Talk with your experienced tax advisor when making any business tax decisions.
Donald J. Sauder, CPA is a founding member of Sauder & Stoltzfus, LLC, the entrepreneurs CPA firm in Ephrata, PA, providing clients with tax, accounting, business valuation, payroll, bookkeeping and peripheral CPA services. He has more than 9 years of public accounting experience, and has been certified as a public accountant (CPA) in the State of Pennsylvania since 2010. He is a member with the National Association of Certified Valuators and Analysts (NACVA) and holds the certified valuation analyst (CVA) credential. Donald can be reached by phone at 717-701-5368; or via email; dsauder@saudercpa.com.