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Old 08-15-2011, 11:46 AM
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Dissolving S- Corp

have a client who wants to dissolve his ohio s-corp.

He has land, buildings and equipment under the s-corp name.

How does he get the assets transferred to him personally? Now they are all titled under the s-corp name.

He will probably keep the land and building to use for rental purposes



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Old 08-15-2011, 10:37 PM
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“How does he get the assets transferred to him personally?”--> The founding documents used to establish your client’s S corporation are the articles of incorporation and bylaws, which outline the S-corp. structure and how the corporation will be governed. The bylaws should also outline how the company will be dissolved. If your clinet’s founding documents include dissolution provisions, he needs to follow them. Otherwise, the S-corporation is to disburse corporate assets as outlined in the United States Code title 36. The USC Title 36 declares that, upon dissolution, a corporation must pay or make provisions to pay all liabilities, return or transfer assets that require transfer by contract condition and distribute remaining assets as outlined in the articles of incorporation and corporate bylaws. For example, it is a common practice for corporations to sell the corporation's assets upon dissolution and disburse the remaining assets to the shareholders after all prior liabilities are taken care of.



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Old 08-16-2011, 10:53 AM
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Thanks very much for your reply.

Can the owner purchase the remaining assets of the corporation?, and if so, does that create a taxable event, especially if the assets, other than the land, have been depreciated to zero?



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Old 08-16-2011, 11:47 AM
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“Can the owner purchase the remaining assets of the corporation?, and if so, does that create a taxable event, especially if the assets, other than the land, have been depreciated to zero?”----> It depends on the situation; I don’t even know the whole process of dissolution of a S corp. The disisolving S corp needs to distribute the remaining corporate assets to the shareholder(s) with respective consideration for the percentage of ownership each holds. For example, a shareholder with 51 percent interest in the company will receive 51 percent of the transferring corporate assets. Report the distribution of assets for tax purposes. Shareholders are responsible for taxes on assets received. I guess even though assets have been fully depreciated to zero, the shareholder can (MAY) be subject to sec 1245, or possibly even sec 179 recapture ONLY when(if) the shareholder DISPOSES of the assets( if NOT, the shareholder-owner is NOT subject to both (either) sec 1245 recap or(and) Sec 179 recap. Section 179 recapture requires a different tax treatment than gain/loss on sale of asset.;it can affect other things too, like the amount of capital loss carryover(IF THE OWNER has) and the amount of new Section 179 available and the passive loss limitations ( I am not sure if he/she ‘d be subject to the recapture) I guess, depreciation recapture and pay up to 25% tax,depending on the shareholder’s income level, taxable income, I mean.Also,tThe Section 179 expense becomes apart of the Section 1245 recapture with these facts. Depreciation recapture of Sec. 179 expense for passthrough entities, S corp , partnership, LLP or etc is required at both the entity and owner levels when the entity disposes of an asset for which the entity passed through Sec. 179 expense to its owners on a Schedule K-1 . If a passthrough entity disposed of Sec. 179 property during the tax year, the amount of the Sec. 179 expense previously passed through to its owners on a Schedule K-1 is treated as depreciation and must be recaptured under Sec. 1245 to the extent of any gain realized on the disposition at the owner level. The tax gain or loss on disposition of Sec. 179 assets will not be reported on page 1 of Form 1120S , will not be reported on Schedule K, and will not be included on the Form 4797, Sales of Business Property, prepared by the S corp. The entity will eliminate net book gain or loss on Sec. 179 assets from taxable income and present it on the entity tax return as a Schedule M-1 adjustment. The information necessary to calculate the tax gain or loss at the owner level will be reported on a Form 1120S, Schedule K-l, in box 17, Other Information, and designated as code K, "dispositions of property with section 179 deductions. Because the S corp, passthrough entity, must maintain fixed asset depreciation schedules for tax purposes, which includes the Sec. 179 expense deduction, it has the information needed to prepare the supporting schedule necessary for codes K and L items. For example, if the owner buys tangible personal proeproty for business and trade use for $20,000, the purchase price is $20,000. And assume that the depreciation expense including sec 179 expenses election is $10,000, then the depreciable base or book value of the asset in the year you decide to sell it is $10,000;$20,000-$10,000=$10,000. If he/she sells the asset for $13,000, thenhis/her LTCG is $3,000;$13,000-$10,000=$3,000.Also he/she needs to calculate the amount of deprecation he/she can recapture,$10,000, as said above. So as $10,000>$3,000; the whole $3,000 is ordinary income. There is no sec 1231 gain. Since the total of the depreciation deductions, $10,000, is greater than the gain realized,$3,000, the entire amount of the gain is reported as ordinary income. Asu can see, under the sec 1245 depre. Recapture rules, gains on the disposal of depreciable personal tangible property are taxed as ordinary income as said above,to the extent of the LESSER of 1) the gain, $3,000, in this example, or 2) all depreciation takes, $10,000, in this case , $3,000; as $3,000<$10,000.



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