Can I recognize a loss when dissolving my solo S Corp if I still have remaining basis?

The answer to your question is generally yes - when you dissolve an S Corp with basis remaining, you can typically recognize a loss. This happens in what's called a "complete liquidation" of your S Corp. When you dissolve the corporation, the $4,000 that's distributed to you is treated as payment in exchange for your stock. Since your basis is $65,000, you'd have a $61,000 capital loss ($4,000 received minus $65,000 basis). This loss would typically be treated as a capital loss on your personal return. About your basis being high despite having losses - this can actually happen! If you initially contributed significant capital to the business or personally guaranteed business loans, these can increase your basis even if the business itself wasn't profitable. The basis calculation isn't just about profits and losses - it includes your capital contributions, loans you made to the business, and other factors.

After struggling with something similar when closing my business, I discovered this amazing tool that saved me thousands in potential errors. I was completely confused about my basis calculation and what losses I could claim when dissolving my S Corp. I tried https://taxr.ai which analyzed all my incorporation documents, capital contributions, and previous tax returns to accurately calculate my final basis and allowable losses. The tool flagged that my previous accountant had been inconsistently tracking my basis (sounds similar to your situation). It actually found a loan I had made to the company that wasn't properly adding to my basis calculation - ended up recovering an additional $12K in legitimate losses I would have missed!

I just have to follow up about taxr.ai - I tried it after seeing the recommendation here and I'm honestly shocked at how helpful it was. I was super skeptical (as you can see from my earlier comment), but it just saved me from a major mistake. My basis calculation was off by over $35K because my previous accountant never properly accounted for loans I made to the business in 2021. The tool caught this by analyzing my bank statements and prompting me about certain deposits that appeared to be shareholder contributions rather than revenue. It generated all the proper forms showing my corrected basis and exactly how to classify the loss on dissolution. My CPA reviewed everything and confirmed it was correct - saved me about $8K in taxes I would have overpaid. Definitely worth it if you're dissolving an S Corp with basis issues.

If you're struggling to reach the IRS about your S Corp dissolution (like I was for THREE WEEKS), check out https://claimyr.com. I was banging my head against the wall trying to get clarification on some basis recovery questions before filing my final S Corp return. IRS kept hanging up on me saying "high call volume" or putting me on eternal hold. Used this service and got through to an actual IRS agent in about 20 minutes. They have some kind of system that navigates the IRS phone tree and holds your place in line. When they reach an agent, they call you to connect. You can see how it works here: https://youtu.be/_kiP6q8DX5c The agent I spoke with was actually helpful and confirmed I could take the loss on dissolution since I had documentation of my basis. Saved me from potentially making a $40K mistake on my taxes.

Holy crap, I have to eat my words. I tried the Claimyr thing after posting that skeptical comment, and it ACTUALLY WORKED. Got through to an IRS business specialist in about 35 minutes (they called me when an agent was on the line). The agent confirmed that dissolving an S Corp with remaining basis should result in a capital loss equal to the difference between your final basis and the assets distributed. She also explained that my situation qualified for Section 1244 treatment, which means I can treat up to $50,000 of my loss as an ordinary loss rather than a capital loss! Would never have known this if I hadn't been able to talk to an actual IRS person. For anyone dissolving an S Corp, definitely worth getting this clarification directly from the IRS. The regular capital loss limits would have meant deducting my loss over like 20 years instead of all at once.

One thing nobody's mentioned - the basis calculation depends on whether you've been taking distributions over the years that weren't reported properly. My S Corp had a similar situation when I dissolved it in 2022. I thought my basis was around $70k based on my initial investment plus retained profits, but my accountant found that I had taken about $45k in distributions over the years that should have reduced my basis. Make sure you've accounted for ALL money that came out of the business to you.

Question for anyone who's been through this - do I need to file anything special with the final 1120-S to document the basis and loss calculation? Or just report the capital loss on my personal return?

Just went through this exact situation last month when I dissolved my S Corp. A few things to watch out for that I learned the hard way: 1. Make sure you're including ALL basis adjustments through the final year - not just your initial investment. This includes any additional capital contributions, loans you made to the business, and your share of business income/losses that flowed through to your personal returns. 2. The timing matters - you need to calculate your basis as of the date of dissolution, not the end of the previous tax year. Any final year losses will reduce your basis before you calculate the loss on dissolution. 3. Get documentation for everything. The IRS will want to see proof of your basis calculation, especially if it's a large loss. Keep records of all capital contributions, loan agreements, and previous K-1s. In my case, I had a similar situation - high basis but minimal assets left. Turned out my basis was legitimate because I had made several emergency cash infusions to keep the business afloat during tough periods. The loss was fully deductible as a capital loss (subject to the normal limitations). One last tip: if your business qualifies as "small business stock" under Section 1244, you might be able to treat part of the loss as ordinary instead of capital. Worth checking with a tax pro.

Pedro, your situation makes perfect sense and yes, you should be able to recognize that $61K loss. The high basis despite business losses is actually pretty common - basis includes your initial capital contributions, any additional money you put into the business over the years, and loans you made to keep it running. When you dissolve, you're essentially "selling" your stock back to the corporation for whatever assets remain ($4K in your case). Since your basis is $65K, you have a $61K capital loss. A few critical things to double-check before filing: 1. **Verify ALL distributions** - Make sure you haven't taken any distributions over the years that should have reduced your basis. This includes salary, bonuses, loan repayments, or any other money that came out of the business to you personally. 2. **Include current year losses** - If your S Corp had losses in 2024 before dissolution, those reduce your basis first before calculating the final loss. 3. **Section 1244 eligibility** - If your S Corp qualifies as "small business stock," you might be able to treat up to $50K of this loss as ordinary loss instead of capital loss. This would let you deduct it fully against ordinary income rather than being limited to $3K per year. The contradictory books from your previous accountant are unfortunately common. Many don't properly track basis adjustments year over year. Consider getting a second opinion from a tax professional who specializes in S Corp dissolutions - the potential tax savings on a $61K loss make it worth the consultation fee.

Pedro, I went through almost the exact same situation when I dissolved my S Corp in 2023. The high basis with minimal assets is actually really common when you've been keeping a struggling business afloat with personal funds. Here's what I learned that might help you: **Yes, you can recognize the loss** - When you dissolve and receive only $4K against your $65K basis, that's a $61K capital loss. But before you accept being limited to $3K per year, definitely look into Section 1244 treatment that others have mentioned. **The basis confusion is normal** - Your basis includes not just profits, but every dollar you put into the business. This could be your initial investment, emergency cash infusions, personal guarantees on business loans, or even business expenses you paid personally and never got reimbursed for. My basis was similarly high because I had made multiple emergency capital contributions over the years that my previous accountant had properly tracked (thankfully). **Document everything** - The IRS will scrutinize large loss claims. I had to provide bank statements showing capital contributions, loan documents for money I lent the business, and all previous K-1s to support my basis calculation. **Timing matters** - Make sure you're calculating basis as of the actual dissolution date, including any 2024 losses that occurred before dissolution. The math may seem weird, but it's completely legitimate. A business can consume every dollar you put into it and still leave you with substantial basis if you've been funding losses over time.