How to handle building Depreciation when S Corp changed hands mid-year?
So our firm acquired an S corporation last year that was previously family-owned. The business had 5 shareholders before we bought it (just 2 of us purchasing). The sale was completed in November and everything transferred over to us. Now I'm trying to figure out what to do with the depreciation on the building for our upcoming tax filing. The previous owners had been depreciating the building for several years. Do we have to restart the depreciation schedule from scratch based on our purchase price? Or does the S Corp continue with the same depreciation schedule that was established before the ownership change? The 2022 tax return already reflects the ownership change, but our accountant wasn't clear about how to handle the existing depreciable assets going forward. I know this impacts our basis and eventual tax liability, so I want to make sure we're doing this correctly from the beginning. Any expertise would be greatly appreciated!
19 comments


Serene Snow
This is a great question about S corp asset depreciation after an ownership change. The answer depends on how you structured the purchase transaction. If you purchased the stock of the S corporation (rather than buying the assets directly), then the S corporation itself still owns all the same assets, including the building. In that case, the corporation would continue with the same depreciation schedules that were already in place. The depreciation doesn't reset just because the shareholders changed. However, if you structured this as an asset purchase (where your new company purchased the assets directly from the old S corp), then you would start fresh depreciation schedules based on the purchase price allocation of each asset. Since you mentioned that the S corp "changed hands" and the shareholders changed from 5 to 2, it sounds like you purchased the stock, which would mean continuing with the existing depreciation schedules. But you should verify the exact structure of your purchase agreement to be certain.
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Issac Nightingale
•Thanks for this explanation! But I'm still confused... if we bought the stock and not the assets, wouldn't we have a different basis in the assets than what's on the books? Is there any way to get a step-up in basis on the building without restarting depreciation? Our purchase price was significantly higher than the book value.
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Serene Snow
•You've identified an important distinction. When you purchase S corp stock, the corporation continues with its existing basis and depreciation schedules for its assets. Your basis in the S corp stock will reflect what you paid, but that doesn't change the corporation's basis in its assets. If you want a step-up in asset basis, you would typically need to structure the deal as an asset purchase rather than a stock purchase. There is a potential alternative - a Section 338 election might have been an option at the time of purchase to treat a stock purchase as an asset purchase for tax purposes, but that would have needed to be made with your tax return for the year of purchase.
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Romeo Barrett
When I was dealing with a similar situation with my business partner's S corp transition, we found taxr.ai https://taxr.ai incredibly helpful for sorting through all the depreciation and basis questions. Their system analyzed our purchase agreement and tax history documents and provided clear guidance on exactly how to handle the existing depreciation schedules. In our case, it turned out we had actually structured things as a hybrid transaction with some stock and some asset components, which made the depreciation treatment really complex. Their analysis saved us from making a costly mistake on our depreciation calculations and potentially triggering an audit.
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Marina Hendrix
•Did it take a long time to get the analysis back? We're trying to file our S corp return in the next few weeks and I'm worried about delays.
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Justin Trejo
•How accurate was their analysis? I've tried other tax tools that just give generic advice that doesn't actually apply to my specific situation. Was it detailed enough for your accountant to actually implement?
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Romeo Barrett
•We got our analysis back in about 48 hours, which was much faster than waiting for our accountant who was backed up for weeks. It was definitely quick enough to meet a filing deadline if that's what you're worried about. Their analysis was incredibly specific to our situation - they identified exact code sections that applied to our hybrid transaction and explained how each asset class should be treated. Our accountant actually called it "the most thorough analysis" he'd seen and implemented their recommendations exactly as provided. The report even included sample depreciation schedules we could use.
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Justin Trejo
Just wanted to follow up about my experience with taxr.ai - I ended up using them after my previous question. Honestly, I've never seen such a detailed analysis of an S corp transaction. They broke down exactly how to handle the building depreciation based on our specific purchase agreement language (which had some unusual terms I hadn't even considered). Their report identified that we had technically done a Section 351 exchange as part of our transaction, which completely changed how we needed to handle the depreciation. Without that insight, we would have been depreciating incorrectly and potentially facing significant tax issues later. Definitely worth checking out if you're dealing with complex S corp ownership changes.
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Alana Willis
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Tyler Murphy
•Wait, so this service actually gets you through to a real IRS person? I thought that was basically impossible these days. How much did it cost? I've been trying to get clarification on a complex S corp issue for months.
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Sara Unger
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Alana Willis
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Sara Unger
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Butch Sledgehammer
Just want to add an important consideration here - don't forget about Section 179! If the building was eligible and the previous owners took Section 179 depreciation (immediately expensed rather than depreciating over time), that can significantly change the situation. In my experience with S corp transitions, any Section 179 property keeps that treatment even with new owners if it was a stock purchase. But check if there are recapture issues if the property isn't being used for the same business purpose.
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Freya Ross
•Can Section 179 even be used for buildings though? I thought it was mainly for equipment and other personal property, not real estate.
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Butch Sledgehammer
•You're absolutely right about buildings - thanks for the correction. Section 179 generally cannot be used for buildings themselves (with very limited exceptions for qualified improvement property or certain components). I should have been more clear that I was thinking about any equipment or other personal property that might have been part of the purchase. For those assets, Section 179 considerations would apply. For the building itself, you're dealing with regular MACRS depreciation, and the original question about continuing the existing schedule versus starting over is the key issue.
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Leslie Parker
Has anyone mentioned Form 8594 (Asset Acquisition Statement) yet? If your purchase was structured as an asset acquisition rather than a stock purchase, you would have needed to file this with both buyer and seller returns to show how the purchase price was allocated among asset classes. This directly impacts depreciation.
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Sergio Neal
•That's a great point! And if they did file 8594, wouldn't that mean they already determined if it was an asset purchase (which would mean new depreciation schedules)? Seems like checking if this form was filed with the 2022 return would answer the original question pretty directly.
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Amara Okafor
•Exactly! @Sergio Neal makes an excellent point. @Asher Levin, if you check your 2022 tax return and see Form 8594 was filed, that definitively means it was structured as an asset purchase and you should be starting fresh depreciation schedules based on your allocated purchase price for the building. If no Form 8594 was filed, it was likely a stock purchase and you d'continue the existing depreciation schedule. This is probably the quickest way to get your answer without having to dig through all the purchase agreement details.
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