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Level 2
December 8, 2023

s corp purchases 80% of another s corp

  • December 8, 2023
  • 1 reply
  • 7 views

s corp client purchased 80% of another s corp; they both wish to treat the purchase/sale as an asset acquisition via a 338h election which is yet to be filed (9 months from sale)

a) where & how do I enter the asset acquisition, which qualifies for depreciation, in proseries? currently, there is form 8954 but that says it is an asset acquisition statement so not sure that is accurate. Am I approaching this incorrectly?

b) under the asset acquisition election, the 20% entity will cease to exist for federal tax purposes other than payroll; thus, I need to include their post purchase info in the s corp client/buyer tax return, correct? Then the 20% owners will get a k-1 from the s corp tax return, correct?

    1 reply

    sjrcpa
    Level 15
    December 11, 2023

    a) You enter the assets like you would any other assets that are purchased. There should be a list with assigned FMVs.

    If only 80% of the assets of the other S corp are being sold, why would it cease to exist after this transaction?

    The more I know the more I don’t know.
    qbteachmt
    Level 15
    December 12, 2023

    "If only 80% of the assets of the other S corp are being sold, why would it cease to exist after this transaction?"

    I've been pondering the issue of only owning 80% of assets, such as a partial amount of a forktruck? What happens to the other 20% of that forktruck, then?

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