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Charlotte Jones

How to code unique owner reimbursement from partnership tax treatment

Hey tax pros, I'm struggling with some bookkeeping changes our CPA recently requested regarding our partnership distributions. Here's our situation: We have a 2-member partnership that's owned by 2 separate single-member S-Corps. Up until now, we've been recording funds going to the S-Corps as management expenses at the partnership level and as income at the S-Corp level. Our CPA just told us this approach isn't acceptable anymore and we need to code these as owner draws or guaranteed payments instead. This creates a weird situation I can't figure out. For example, last month our partnership had $250k net income, so each partner was entitled to $125k. However, my S-Corp (S1) pays a salary to the other partner who used to be my employee before becoming a partner. He wanted to maintain his salary/benefits package when transitioning to partner status. The partnership reimburses S1 for this salary expense. So with $250k net profit: - S1 receives $125k draw - S2 receives $100k draw - S1 receives $25k as reimbursement for the salary paid to S2's owner Our CPA says to code the $25k as either a guaranteed payment or management fee (after previously saying we couldn't do that), but this creates unequal draws. Both partners should have equal basis/draws, and I can't figure out the correct approach. Should I be coding that $25k as an owner draw to S2 instead? I know S1 needs to recognize that $25k expense on our S-Corp returns to match filed 940s, so I don't think we can recognize this expense at the partnership level. Any guidance would be greatly appreciated!

This is a tricky situation that involves both partnership taxation and S-Corp rules. Let me break it down in simple terms. The $25k payment is essentially serving two purposes - it's part of the equal distribution to the partners (maintaining equal draws) but it's also compensation for an actual service being provided. The cleanest approach would be to record the $25k as a draw to S2, not S1. This reflects the economic reality that S2's owner is receiving compensation through S1's payroll. Then S1 should record the salary expense, and S2's owner reports the W-2 income personally. This way, both partners maintain equal capital accounts ($125k each), while the salary arrangement is handled separately between S1 and the individual. The partnership doesn't need to be involved in the payment of salary to an individual. Your CPA's suggestion of treating it as a guaranteed payment is confusing because guaranteed payments are for services provided TO the partnership, not between partners. Remember that partnership accounting should reflect the economic substance of what's happening, and in this case, both partners are entitled to equal distributions regardless of how one partner's owner gets paid.

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But if S1 is paying the salary to S2's owner, and that salary isn't a partnership expense, how does S1 get reimbursed? Wouldn't S1 be effectively subsidizing S2 by $25k if we just record equal draws?

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The reimbursement should be handled outside the partnership distributions. The partnership can make equal distributions of $125k each to S1 and S2. Then separately, S2 can pay $25k to S1 as reimbursement for the salary expense. This keeps the partnership distributions clean and equal, while still accounting for the special salary arrangement. The $25k payment from S2 to S1 would be recorded as a business expense for S2 and business income for S1, separate from the partnership distributions.

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How exactly does that service work? Does it just give you general advice or does it actually look at your specific books? I'm dealing with a complicated multi-entity structure too and my CPA gives me a different answer every time I ask.

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Wait, how does this actually work? Are they just automating the IRS phone system somehow? I've literally spent 3+ hours on hold with the IRS trying to get a human for our partnership tax questions.

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This sounds like a scam. How would some random service get you through to the IRS faster than calling directly? The IRS doesn't give preferential treatment to third parties.

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I was absolutely convinced Claimyr was going to be a waste of time, but I was desperate after trying for days to reach someone at the IRS about our partnership's special allocations and reimbursement structure. I'm actually shocked to report it worked exactly as advertised. I got a call back in about 45 minutes connecting me to an IRS agent who actually specialized in partnership taxation. She walked me through the proper treatment for partner reimbursements and confirmed that maintaining equal economic distributions while documenting the separate reimbursement agreement was the correct approach. The guidance I received helped us properly structure our operating agreement to address these exact reimbursement scenarios, which has made our bookkeeping so much cleaner.

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I think your CPA is overthinking this. In our partnership, we handle this by using special allocations in the partnership agreement. We specifically outline that certain expenses paid by one partner on behalf of another are treated as advances against future distributions. The $25k should be recorded as part of S2's draw initially, then S1 bills S2 for the $25k as a separate transaction between the S-Corps. This keeps the partnership accounts clean (equal $125k distributions) while properly tracking the reimbursement between entities.

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Can you elaborate on how you handle this in your books? Do you track these special allocations through the capital accounts or do you have separate tracking outside the partnership accounting?

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We track these allocations through our partnership capital accounts initially, showing equal distributions to maintain equal ownership percentages. Then we have a separate ledger for tracking reimbursements between partners outside the partnership. Our operating agreement specifically states that these reimbursements don't affect partnership interests or profit/loss allocations. It's essentially treated as a separate business arrangement between the partner entities that's documented but kept distinct from the partnership accounting.

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Have you considered simplifying your structure? We used to have a similar complicated setup with multiple entities, but ended up dissolving the S-Corps and creating a partnership that pays guaranteed payments directly to the individual partners instead of to entities.

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That might work for some businesses but could be terrible tax-wise for others. The S-Corp structure allows for payroll tax savings on distributions that exceed reasonable compensation. Dissolving them could significantly increase self-employment taxes.

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