Shareholder distribution S corp refers to the allocation of revenue by flow-through entities to shareholders. The S corporation's dividends are transferred to shareholders and are subject to shareholder tax.


The following rules govern the taxation of a S corp and its shareholders:

  • Earnings are taxed once, which is the case when they are the earnings of the S corporation, but also when the earnings are reinvested or allocated.
  • S corporations are not taxed under accumulated earnings or personal holding company tax.
  • Income is accrued in a retained salary account. However, this income is not regarded as earnings and profits (E&P) because the salary is only subject to tax in relation to the particular earnings of the shareholders.
  • Each share provides the shareholder with an entitlement to the retained income.
  • Any privileges in relation to the retained income are rendered according to how many shares are held by the stockholder. This is different from a partnership, in which rights are based on a contract.

Allocation of Cash or Property

According to Section 1368, when an S corporation allocates money or property, this could result in three potential tax repercussions for the receiving shareholder:

  1. The allocation could result in a tax-free cut of the shareholder's share in the organization's goods;
  2. Taxable dividends; or
  3. Benefit from the selling and purchase of goods, which typically results in an increase of capital.

The existence and interaction of the stock basis, E&P, and the AAA account propel the levels of taxation to which an S corporation's allocations will be subject.

Stock Basis

According to Section 1367, an S corporation shareholder is obligated to modify his or her basis in the company's stock each year. This modification must show profit, loss, debits, and dispensation distributed to that shareholder. Yearly modifications are essential in order to maintain the one degree of taxation that is given to S corporations.

It is crucial that the modifications are made in the correct order. The reason for this is that, although allocations lessen the basis, the shareholder's stock basis will often dictate how an allocation will be taxed.

The following examples outline two types of allocations.

Example A (Stock Basis)

  • A establishes an S corporation, S Co., by providing $500 to the corporation for 100 percent of the corporation's capital.
  • According to Section 258, A's opening basis in their stock is $500. In the first year, S Co. gives rise to $100 of taxable revenue.
  • This revenue is not taxed according to an entity. It is distributed to A, who discloses the earnings on their own income tax return.
  • Suppose that the $100 of taxable earnings raises the value of S Co. from $500 to $600.
  • If A fails to raise their stock basis to represent the $100 of earnings declared by S Co. and distributed to A, and A trades the S Co. stock for its $600 value, then A will acknowledge an increase of $100 on the trade. This refers to the $600 sale cost less the $500 stock basis.
  • Consequently, the $100 of S.Co.'s earnings will be subject to two kinds of taxation: once as S Co. earnings distributed to A and again when A gets rid of the stock.
  • This result is not the aim of the subchapter S.

Example B (Stock Basis)

  • A owns the entirety of S corporation, S Co. At the start of 2013, A has a basis of $5,000 in their S Co. stock.
  • In 2013, S Co. receives $2,000 of standard earnings and $7,000 of long-term capital loss. S Co. also allocates $5,000 to A.
  • During 2013, A starts by raising their initial stock basis of $5,000 for the $2,000 of standard income.
  • This basis of $7,000 is then reduced by the $5,000 allocation, which lessens A's stock basis to $2,000.
  • Next, A lessens their stock basis to zero for $2,000 of the $7,000 long-term loss of capital funds.
  • Supposing A has no basis in the money owed by S. Co, it is essential that the remaining $5,000 of long-term loss of capital funds be brought over to tax year 2014. This sum will be assessed as a recently sustained loss in 2014.

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