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dkh
Level 15
May 1, 2020

Dissolving S-Corp - taxation on remaining assets

  • May 1, 2020
  • 2 replies
  • 15 views

I have a client waiting on K-1 for S-Corp that's final year was 2019.  My client (husband and wife) are the only shareholders left in what once was a family owned business.  The tax firm (which has had this S-Corp since clients parents formed it) preparing return says they must pay tax on the difference of current FMV of land and original cost shown in S-Corp.   I've not had experience with dissolving a corporation but I don't think this is accurate.  Why wouldn't the land just have a deed transfer from corporation to the shareholder?    Sorry I don't have lots of details that may be needed.  Any help will be appreciated.

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    2 replies

    IRonMaN
    Level 15
    May 1, 2020

    The S corp guys are right, you have to treat the land as if it had been sold - you can't distribute out assets at book value if the FMV is higher.

    Slava Ukraini!
    rbynaker
    Level 13
    May 1, 2020

    This is the #1 reason why you don't put appreciable property into an S Corp.  At least now they'll know for next time. 🙂

    dkh
    dkhAuthor
    Level 15
    May 1, 2020

    Guess the attorney that helped clients father setup this farm S-Corp didn't convey that or the father thought - not my problem I'll be dead when it's dissolved. 

    dkh
    dkhAuthor
    Level 15
    May 1, 2020

    New question - dissolution of S-corp has been filed with state, can that be revoked?

    EDIT:   I withdraw this question.  I know it's not tax preparation related.  And since the S-Corp that this is relative to isn't even my client I'll take the position - Not my problem.  😁

    sjrcpa
    Level 15
    May 1, 2020

    That's a legal question. Check with the attorney. My guess is No.

    The more I know the more I don’t know.