How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.
Ask BK-CPA Your Own Question
BK-CPA, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 933
Experience:  Owner of a CPA firm
Type Your Tax Question Here...
BK-CPA is online now
A new question is answered every 9 seconds

S Corp distributions taken in excess of basis

This answer was rated:

I have taken distributions in excess of basis from my s corp and paid capital gains on these distributions. I sold my s corp this year and am trying to understand my basis and taxable capital gain on the sale.
Does my tax basis increase by the distributions I have already paid capital gains tax on?

Hello and thank you for your question.

Distributions decrease basis. In the event you have a $0 basis and take a distribution, then you recognize income (capital gain) for the amount of the distribution. Basis remains at $0.

For the technical definition of basis, see IRC 1367 (Internal Revenue Code Section 1367).

In general, increases in basis result from items of income of the S-Corp. Increases in basis also result from shareholder capital contributions and loans to the S-Corp. On the other hand, decreases in basis result from expenses, distributions, and loan repayments to shareholders.

Note, a loan only increases a shareholder's basis in the S-corp if the loan comes from the shareholder. A third party creditor that makes a loan to the S-corp will have no effect on shareholder basis.

Given the above, it should be clear that your basis in the S-corp is a dynamic number. Each year, it is common for shareholders to receive a basis statement from their S-corp along with the schedule K-1, but this is not required and ultimately it is the shareholders' responsibility to track their basis from year to year. Shareholder basis does not appear on the S-corp return or schedule K-1.

A shareholders basis may differ for regular tax purposes and alternative minimum tax purposes. Therefore, you are computing the gain/loss twice should you dispose of the stock: once for regular tax purposes and once for alternative minimum tax purposes.

The gain or loss on the disposal of S-corp stock can result in short term or long term gain depending on how long the stock is held.

Alternatively, the S-corp can sell all of its assets and liabilities without selling the stock. This is called an asset sale as opposed to a stock sale. The seller usually prefers a stock sale while the purchaser prefers an asset sale (primarily because assets can be depreciated resulting in business deductions while stock is not depreciated and no deduction is obtained until the stock is sold or disposed of, though there are many additional factors).

I hope this information is helpful.

Customer: replied 4 years ago.

Basis is separate of retained earnings right? As our retained earnings is way negative.

I feel like I am paying tax twice on the distributions taken over my basis. Am I? We have paid back all the company debt with the sale proceeds.

Basis and retained earnings are different numbers, correct. Basis in this case is referring to your basis, as defined by the internal revenue code, in your S-corporation shares. Retained earnings is not defined in the internal revenue code and reflects the corporation's retained equity (deficit) in earnings (losses). Retained earnings in the U.S. is generally defined by GAAP (generally accepted accounting principles) as promulgated by the FASB (Financial Accounting Standards Board).

In general, no, the laws prevent you from recognizing gain twice. If you incorrectly calculate your basis in your S-corporation shares then you could inadvertently recognize more gain than you truly should (or loss...). To tell whether or not you specifically are calculating your amounts correctly I would have to review your records, assuming they are adequate, and perform the calculation.

If you have never tracked your basis in your S-corporation, then you may find yourself unable to determine your basis. A true calculation of basis starts with your first purchase of stock in the S-corp and runs through the date you sell it.

Assuming an S-corporation's liabilities would result in a capital contribution, increasing your basis.

Again, I hope this is helpful.

BK-CPA, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 933
Experience: Owner of a CPA firm
BK-CPA and 3 other Tax Specialists are ready to help you

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

  • I really was impressed with the prompt response. Your expert was not only a tax expert, but a people expert!!! Her genuine and caring attitude came across in her response... T.G.W Matteson, IL
< Previous | Next >
  • I really was impressed with the prompt response. Your expert was not only a tax expert, but a people expert!!! Her genuine and caring attitude came across in her response... T.G.W Matteson, IL
  • I WON!!! I just wanted you to know that your original answer gave me the courage and confidence to go into yesterday's audit ready to fight. Bonnie Chesnee, SC
  • Great service. Answered my complex tax question in detail and provided a lot of additional useful information for my specific situation. John Minneapolis, MN
  • Excellent information, very quick reply. The experts really take the time to address your questions, it is well worth the fee, for the peace of mind they can provide you with. Orville Hesperia, California
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex Los Angeles, CA
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP Hesperia, CA

Meet The Experts:

  • Wallstreet Esq.

    Wallstreet Esq.

    Tax Attorney

    Satisfied Customers:

    10 years experience
< Last | Next >
  • Wallstreet Esq.'s Avatar

    Wallstreet Esq.

    Tax Attorney

    Satisfied Customers:

    10 years experience
  • Mark D's Avatar

    Mark D

    Enrolled Agent

    Satisfied Customers:

    MBA, EA, Specializing in Business and Individual Tax Returns and Issues
  • Richard's Avatar


    Tax Attorney

    Satisfied Customers:

    29 years of experience as a tax, real estate, and business attorney.
  • Robin D.'s Avatar

    Robin D.

    Senior Tax Advisor 4

    Satisfied Customers:

    15years with H & R Block. Divisional leader, Instructor
  • Megan C's Avatar

    Megan C

    Certified Public Accountant (CPA)

    Satisfied Customers:

    Licensed CPA, CFE, CMA, CGMA who teaches accounting courses at Master's Level
  • jgordosea's Avatar


    Enrolled Agent

    Satisfied Customers:

    I've prepared all types of taxes since 1987.
  • R. Klein, EA's Avatar

    R. Klein, EA

    Enrolled Agent

    Satisfied Customers:

    Over 20 Years experience