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Level 1
August 5, 2025
Question

Sale of Scorp assets with a loss

  • August 5, 2025
  • 2 replies
  • 12 views

I have a client who sold his Scorp assets for $800,000.  The sales agreement indicates that $191,000 was allocated to FF&E and $5,000 to inventory.  The remainder was not specified but I would allocate it between goodwill and covenant not to compete.  How would this be reported if the client has stock basis of $1,500,000?  I think it should be a loss, but can it be treated as an ordinary loss?  If so, how does that look on the return?

2 replies

sjrcpa
Level 15
August 5, 2025

The sale of the assets gets reported on the 1120S. Gain/loss is on the K-1.

$800,000 is a distribution on the K-1 (or whatever amount was actually distributed to shareholder)

The stock basis is adjusted for the recent transactions. If S corp was dissolved, Gain/loss on the stock goes on Schedule D of the 1040.

 

The more I know the more I don’t know.
Accountant-Man
Level 13
August 6, 2025

I question the stock basis value of $1,500,000.

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ljr
Level 9
August 6, 2025

me too