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Hugh Intensity

Best strategies to withdraw money from an S-Corporation with minimal tax implications?

I run a successful business with my dad where I own 1% of our S-Corporation and he owns 99%. We each get K-1 forms showing our share of the profits which we report on our personal tax returns. We both take regular salaries, but we also do periodic draws from the company. Last year I took out a pretty significant amount. Here's my situation: Say in 2024 our company makes $130K after expenses. Dad gets a K-1 for $128,700, I get one for $1,300. We each pay tax on those amounts, and then retained earnings can be withdrawn tax-free. The problem is, if I take out more than my 1% share, then my dad has effectively paid tax on money I'm taking! What I'm trying to figure out is: can I take a distribution (let's say $15K) and have that counted as a company expense BEFORE the K-1s are calculated? So company makes $130K - $15K, dad gets a K-1 for $113,850, I get a K-1 for $1,150, and then I'd pay whatever tax applies to that additional $15K. I haven't contributed additional capital to the company, just taken distributions usually exceeding what's shown on my K-1. Previously I've treated these as bonuses, but they're actually profit-sharing distributions. I took substantial draws in 2024, and we haven't filed our company's final return yet. If there's a more tax-advantageous way to handle this (while staying 100% legal and ethical), I'd like to know. I've read about distributions being taxed at long-term capital gains rates if they exceed shareholder stock basis. Could this apply here? I honestly don't know what my stock basis is or how to calculate it. I paid very little for my 1% back in 2008. How do distributions affect stock basis? If my basis was $7K and I took $15K last year, would my basis now be ($8K)? What's the relationship between stock basis and ownership percentage? Should we have been tracking our individual stock bases and adjusting ownership percentages annually? Is stock basis the amount on the K-1 or a separate equity account I should have been tracking? I've asked our accountant but wanted to get other perspectives. What's the relationship between stock basis, ownership percentage, K-1 amounts, and shareholder withdrawals? How do these affect each other? Basically, how do I take money out of an S-Corp where I'm a 1% shareholder, in amounts way higher than what's on my K-1, without creating tax headaches? Thanks to anyone who reads all this!

You've got a classic S-corp distribution question here! Let me try to untangle this for you. First, you can't just "expense" distributions to shareholders - that's not how S-corps work. Distributions aren't company expenses. As shareholders of an S-corp, you're taxed on your proportionate share of company profits regardless of how much cash you actually take out. Your stock basis is super important here. It starts with what you paid for your shares and is increased by your share of company income (reported on K-1) and decreased by distributions you receive. So if your company makes money each year and you leave some in, your basis increases. When distributions exceed your basis, that excess is taxed as capital gains. So if your basis is $50K and you take $60K, that extra $10K would be capital gains. This is why tracking basis is critical. The easiest approach might be to increase your salary (which is a company expense) rather than taking larger distributions. But be careful - S-corp salaries need to be "reasonable" or the IRS might reclassify distributions as wages subject to employment taxes. Talk to your accountant about possibly restructuring ownership percentages to better reflect how you're actually sharing profits. If you're consistently taking more than 1%, maybe you should own more than 1%.

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Melissa Lin

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Thanks for the explanation. I'm confused though - if distributions aren't expenses, how do profits get reduced? Like if the S-corp makes $100k and distributes $40k to shareholders, isn't the remaining profit only $60k? Or are distributions completely separate from profit calculations? Also, what's the best way to track basis when you've been ignoring it for years? Can you reconstruct it from past tax returns?

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Distributions don't reduce profits at all - that's a common misconception. The S-corp calculates its profit first (revenue minus legitimate business expenses), then that profit flows through to shareholders based on ownership percentage regardless of distributions. You can absolutely reconstruct basis from past returns. Start with your initial investment, add your share of income and certain items reported on each K-1 (line 1-10), subtract distributions from line 16 of each K-1, and adjust for any other basis-affecting events. Your accountant should be able to help reconstruct this from past K-1s. This is definitely worth doing since it determines whether distributions will be taxed as capital gains.

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I was in a similar situation a few years back and found https://taxr.ai super helpful for this exact issue! My brother and I co-owned an S-corp (60/40 split) and I needed to take distributions way above my percentage. After spending weeks trying to understand my options, I finally uploaded our corporate docs and previous returns to taxr.ai. Their system flagged that we should have been adjusting my stock basis over the years based on retained earnings. Turns out I had a much higher basis than I thought, which meant I could take larger distributions without triggering capital gains! They also suggested ways to structure additional compensation that wouldn't upset the S-corp distribution rules. We implemented a management fee structure based on their recommendation that worked perfectly. Totally worth checking out if you're trying to navigate S-corp distribution strategies.

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Romeo Quest

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Did they explain how to handle the issue where someone takes more than their percentage of ownership? That's what I'm struggling with in my S-Corp. I own 25% but need about 40% of the distributions because my partner doesn't need as much cash flow.

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Val Rossi

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Sounds interesting, but does it actually help with the specific situation of taking distributions disproportionate to ownership? I'm skeptical anything can get around the fundamental S-corp rule that distributions have to be proportionate to ownership...

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Yes, they actually addressed this exact issue. They showed me how to properly document loans between shareholders vs. distributions, which is one legitimate way to handle disproportionate cash needs. It's not about "getting around" the rules but understanding how to use different mechanisms correctly. They also helped identify when my compensation structure wasn't optimal. In my case, I was taking too little salary and too much in distributions, which was actually a bigger risk than the disproportionate distribution issue. They provided templates for corporate resolutions to properly document everything we were doing.

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Val Rossi

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I was skeptical like many of you about finding a good solution for this. My business partner and I had an S-Corp with an 80/20 split, but I needed about 35% of the cash flow while he only wanted about 65%. After trying a few different approaches that our accountant wasn't comfortable with, I decided to try taxr.ai based on a recommendation. Honestly, it was eye-opening. They analyzed our operating agreement and past tax filings and recommended a combination of reasonable salary adjustments and a properly documented shareholder loan arrangement. The system walked us through creating the proper documentation for everything, and we implemented their plan for 2024. Our accountant reviewed it and was actually impressed with how thoroughly it addressed the compliance issues. We're now able to have the cash flow I need without triggering disproportionate distribution concerns or unreasonable compensation flags. It's worth checking out if you're dealing with this S-Corp distribution headache.

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Eve Freeman

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Your issue sounds frustratingly familiar! After spending WEEKS trying to reach the IRS for guidance on S-Corp distributions vs. basis, I finally tried https://claimyr.com and got through to an actual IRS agent in under an hour. You can see how it works here: https://youtu.be/_kiP6q8DX5c The agent confirmed what I suspected - disproportionate distributions in S-Corps can create serious tax issues if not properly structured. They walked me through exactly how to handle my situation where I was taking out more than my ownership percentage. For me, the solution involved proper documentation of shareholder loans rather than calling everything a distribution. The agent explained the importance of maintaining accurate stock basis records and how failures here trigger most S-Corp audits. If your accountant hasn't been tracking this, you might want to consider getting specialized help. Being able to actually speak with someone at the IRS about my specific situation saved me from making some expensive mistakes.

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How does this service actually work? I've literally spent hours on hold with the IRS only to get disconnected. Is this legit or just another way to get charged for something the IRS should provide for free?

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Caden Turner

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Sorry, but I find it hard to believe the IRS would give specific tax planning advice like this. They typically only clarify rules, not tell you how to structure things to minimize taxes. Sounds like an exaggeration of what they actually told you.

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Eve Freeman

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It's actually really simple - they use technology to navigate the IRS phone system and hold your place in line. When they reach an agent, you get a call to connect with them. They don't charge for the IRS service itself, just for saving you from the hold time. The IRS agent didn't give "tax planning advice" - they clarified the rules around disproportionate distributions and explained the documentation requirements for shareholder loans vs distributions. They explained when distributions become taxable based on basis limitations and what triggers IRS scrutiny in this area. This was informational guidance about compliance, not planning strategies. Big difference between explaining rules and suggesting tax avoidance strategies.

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Caden Turner

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I was completely wrong about this service. After my skeptical comment, I decided to try Claimyr since I'd been struggling with a similar S-Corp issue involving disproportionate distributions and unclear basis calculations. Got connected to an IRS representative in about 40 minutes (after previously trying for DAYS on my own with no success). The agent was incredibly helpful in explaining exactly what documentation I needed to maintain for tracking stock basis and how to properly categorize different types of payments between an S-Corp and shareholders. What was most valuable was understanding exactly how the IRS views these transactions during an audit - which types of disproportionate distributions raise red flags versus which are considered normal business practices when properly documented. This clarification from an actual IRS source gave me and my accountant the confidence to properly structure our company's distributions going forward. Completely worth it and I apologize for my skepticism.

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Something nobody's mentioned yet - have you considered a management company structure? You could form an LLC that provides "management services" to the S-Corp, charging a fee that represents the extra money you want to take out. The management company could be 100% owned by you. This is a legitimate business expense for the S-Corp if the services and fees are reasonable. I've used this approach with family businesses where we wanted to adjust cash flow without changing ownership percentages. You'd need proper documentation - a service agreement between the entities with market-rate compensation for actual services performed. Can't just be a paper arrangement. Talk to a tax attorney specifically about this approach before implementing. Done correctly, it's perfectly legitimate. Done poorly, it's asking for trouble.

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This is really interesting! I hadn't considered a management company structure. Would this essentially allow me to "expense" my extra compensation through the S-Corp as a legitimate business expense before profits are calculated? Is there any risk the IRS would view this as just trying to circumvent the distribution rules?

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Yes, that's exactly right - the management fee becomes a legitimate business expense to the S-Corp before profits are calculated for distribution to shareholders. The key to preventing IRS challenges is ensuring the management company actually provides real, necessary services at market rates. Document the services with contracts, invoices, and evidence of work performed. The management company should have its own bank account, insurance, and operate like a legitimate business. The fees must be reasonable for the services provided. The IRS can certainly challenge arrangements that appear designed solely to redirect income, so this isn't a risk-free approach. But when there are genuine management services being provided at fair market value, this structure has solid legal foundations. Many family businesses use similar approaches, but proper implementation and documentation are absolutely critical.

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Harmony Love

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Your accountant has been dropping the ball if they haven't been tracking your stock basis!!! That's literally S-Corp 101. Here's my understanding: Your basis starts with your initial investment. Each year, it increases by your share of income (K-1 line 1-10) and decreases by distributions (K-1 line 16). If distributions exceed basis, that excess is capital gains. The REAL issue is that S-Corp distributions must be proportionate to ownership. Taking disproportionate distributions can risk your S election or be reclassified as compensation (subject to employment taxes). Sometimes the easiest solution is just to adjust ownership percentages to match the economic reality of how profits are being distributed. If you consistently take 10% of profits, maybe you should own 10%, not 1%. Talk to a tax attorney (not just an accountant) about this. There are legitimate ways to handle this situation but they need proper documentation.

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Rudy Cenizo

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Quick question - if S-Corp distributions MUST be proportionate, how do so many family S-Corps handle situations where one owner needs more cash than their percentage? This is incredibly common but nobody seems to have a straight answer on how to do it properly.

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Alice Coleman

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Great question! The key is understanding that distributions don't have to be proportionate to ownership - that's actually a common misconception. What has to be proportionate is the PER-SHARE distribution amount. So if Dad gets $10 per share and owns 99 shares, he gets $990. If you get $10 per share and own 1 share, you get $10. The total dollar amounts are different, but the per-share rate is the same. The real issue comes when you take MORE than your per-share entitlement. That's when things get complicated and you need alternative structures like shareholder loans, adjusted compensation, or the management company approach mentioned earlier. Many family S-Corps handle this through properly documented shareholder loans for the excess amounts, which can later be repaid from future distributions or salary adjustments.

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This is exactly the kind of S-Corp situation that trips up so many small business owners! You're definitely not alone in this confusion. The key thing to understand is that you can't just treat distributions as "expenses" to reduce profits before K-1 calculations. S-Corp profits flow through to shareholders based on ownership percentage regardless of actual cash distributions taken. Here's what I'd recommend as next steps: 1. **Reconstruct your stock basis ASAP** - Start with your original investment, add your cumulative share of S-Corp income from all K-1s since 2008, subtract all distributions you've taken. This determines whether excess distributions are taxable as capital gains. 2. **Consider increasing your salary** - This IS a legitimate business expense that reduces corporate profits. Just make sure it's "reasonable" for services performed or the IRS might reclassify future distributions as wages. 3. **Document any excess as shareholder loans** - If you're taking more than your proportionate share, properly document the excess as loans from the corporation to you, with reasonable repayment terms. This avoids the disproportionate distribution issues. 4. **Evaluate ownership restructuring** - If you consistently need more than 1% of cash flow, maybe your ownership percentage should reflect the economic reality. The management company structure another commenter mentioned is interesting but complex. I'd definitely run that by a tax attorney before implementing. Your accountant should have been tracking basis all along - this is basic S-Corp compliance. You might want to get a second opinion from someone who specializes in S-Corp taxation.

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