S Corp Losses: Everything You Need To Know
S corp losses are the expenses that can be deducted from the tax return of a registered S corporation owner depending on his or her tax basis.3 min read
S Corp Taxation
S corporations are taxed as pass-through entities, which means each shareholder reports a percentage of the business's income, credits, and deductions on his or her individual tax return. This should be done during the year in which the corporation's fiscal year concludes.
Items that are passed through to shareholder returns are allocated on a pro rata basis in most cases.
Stock Basis and Debt Basis
When the shareholder reports S corp losses and deductions, they are initially used to reduce stock basis. Once stock basis is eliminated, additional losses are applied to the debt basis. However, the latter is not reduced if the debt in question was forgiven, discharged, or satisfied during the corporate tax year.
When stock and debt bases are both reduced to zero, the basis must be increased for the shareholder to deduct losses for the year. This step must be taken before the tax year of the corporation ends.
The initial stock basis is calculated for each shareholder depending on how his or her interest is acquired: the property or money he or she contributed to the corporation or the number of shares purchased. When shares are gifted, the giver's basis amount is also donated. However, this is adjusted to fair market value.
Tax basis is calculated by adding the debt basis to the stock basis. Only a sufficient tax basis will result in deductible S corp losses.
Establishing Additional Stock and Debt Basis
When debt or stock basis is increased before the S corp's tax year ends, it can be used to deduct both previous and current losses.
To increase the stock basis, S corp shareholders can take one or more of the following steps:
- Donating cash to the business
- Buying more stock shares
- Giving real estate or property in payment for stock
Debt basis can be increased by:
- Giving the business a loan
- Paying off a portion or all corporate debt guaranteed by the S corporation, a step that may be required by certain lenders and banks
- Substituting an S corp loan with a loan from the corporation to a secondary lender
- Creating open account debt to shareholders, which can be treated as a single debt provided that it equals less than $25,000 at the end of the fiscal year
When additional debt or stock basis is obtained or when the corporate income effectively increases the basis, the basis is restored.
Shareholders who loan money to an S corp for this purpose should be aware that if the loan cannot be collected, they may be subject to a bad debt loss. Making capital contributions to increase basis to deduct losses is not necessarily the best path, particularly if the S corp is at risk for going under. For example, if you make a capital contribution of $20,000 that can't be recovered in case of insolvency. Assess both nontax and tax factors closely before taking any of the actions described above.
If you do plan to make a capital contribution to increase basis, do so by buying S corp stock shares if at all possible. If the S corp becomes insolvent, this will be considered a capital loss rather than the ordinary loss constituted by a cash contribution.
Both nonbusiness and business bad debt losses can be deducted by shareholders. The former are considered short-term capital losses and the latter as ordinary losses. If a worthless debt is incurred in the course of business operations, this can also be claimed by the shareholder. He or she can also establish that a loan made to an S corporation constituted a business loan if it was made to enhance income, employee status, or business reputation or relationship.
At-Risk Limitation Rules
For losses to be used to offset shareholder income, they must pass the at-risk limitation test in addition to the stock basis test described above. This test is also based on the loss funding method. This was established by the 10th Circuit Court case of Litwin in 1993.
If you need help with S corp losses, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.