Steven R. and Terry D. Williams - Page 12

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          decrease the AAA by current year losses prior to determining the            
          tax consequences of any distribution made during the taxable                
          year.  Secs. 1.1368-1(e), 1.1368-2(a)(4), Income Tax Regs.  The             
          regulations apply to tax years of a corporation beginning on or             
          after January 1, 1994, and are not applicable to this case.  Sec.           
          1.1368-4, Income Tax Regs.                                                  
               Ironically, during 1996 Congress amended section 1368(e) to            
          provide for the result that petitioners seek.  Small Business Job           
          Protection Act of 1996, Pub. L. 104-188, sec. 1309(c)(2), 110               
          Stat. 1755, 1784.  Section 1368(e)(1)(C), as amended, provides              
          that the AAA is adjusted for distributions made during the year             
          without regard to any net negative adjustment for the year.  A              
          net negative adjustment is the excess of reductions in the AAA              
          for losses and deductions for the year over any increase in the             
          AAA for the year.  The amendment applies to tax years beginning             
          after December 31, 1996.  The legislative history of section                
          1368(e)(1)(C) makes it clear that Congress intended to effect a             
          change in the existing law.  Congress characterized the existing            
          law as follows:                                                             
               Under present law, income (whether or not taxable)                     
               and expenses (whether or not deductible) serve,                        
               respectively, to increase and decrease an S corporation                
               shareholder's basis in the stock of the corporation.                   
               These rules require that the adjustments for items of                  
               both income and loss for any taxable year apply before                 
               the adjustment for distributions applies.                              
                    These rules limiting losses and allowing tax-free                 
               distributions up to the amount of the shareholder's                    
               adjusted basis are similar in certain respects to the                  
               rules governing the treatment of losses and cash                       
               distributions by partnerships.  Under the partnership                  
               rules (unlike the S corporation rules), for any taxable                




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