Mark N. Wright and Erica Y. Wright - Page 19

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          property.  Sec. 1.1012-1(a), Income Tax Regs.  Section 1367                 
          specifies adjustments to basis applicable to investments in S               
          corporations.  Basis in S corporation stock is increased by                 
          income passed through to the shareholder under section 1366(a)(1)           
          and decreased by, inter alia, distributions not includable in the           
          shareholder’s income pursuant to section 1368; items of loss and            
          deduction passed through to the shareholder under section                   
          1366(a)(1); and certain nondeductible, noncapital expenses.  Sec.           
               B. Distributions                                                       
               Section 1368 addresses the treatment of distributions and              
          differentiates S corporations having accumulated earnings and               
          profits by reason of prior periods of operation as a C                      
          corporation and those without.  For S corporations with                     
          accumulated earnings and profits, dividend treatment applies in             
          enumerated circumstances.  Sec. 1368(c).  The typical rule for              
          entities without accumulated earnings and profits, such as Wright           
          & Associates, is that distributions are not included in a                   
          shareholder’s gross income to the extent that they do not exceed            
          the adjusted basis of his or her stock (but are applied to reduce           
          basis), while any distribution amount in excess of basis is                 
          treated as gain from the sale or exchange of property.  Sec.                

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Last modified: May 25, 2011