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ShadowHunter

Questions about S Corp ownership transfer from family member?

Title: Questions about S Corp ownership transfer from family member? 1 Recently purchased my dad's business (S Corporation) through a share transfer agreement, and I'm trying to figure out if I'm handling everything correctly. I've continued to pay myself only as a W2 employee with a regular salary since taking over, but I'm not sure if this is the right approach now that I'm the owner. Do I need to report this ownership change to the IRS in some special way? Are there specific forms I should be filing? I know I need to find an accountant to discuss this more thoroughly, but I want to make sure I'm not missing anything obvious in the meantime. Really want to avoid any compliance issues down the road. Any advice would be appreciated!

ShadowHunter

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8 If you've purchased your father's S corp through a share transfer, there are a few things you should know about. First, regarding your salary - continuing to pay yourself as a W-2 employee is actually required for S corp owners who are actively involved in the business. The IRS expects S corp owner-employees to take a "reasonable salary" before any distributions, so you're on the right track there. As for reporting the ownership change, yes, this needs to be communicated to the IRS. When you file the S corporation's tax return (Form 1120-S), you'll need to report the ownership change in Schedule K-1. Make sure the K-1 properly reflects the change in ownership percentages and dates of transfer. The corporation may also need to file Form 8822-B to report the change in responsible party. Finding a good accountant is definitely the right move. S corporations have specific tax requirements, and family business transfers can have additional considerations like gift tax implications depending on how the sale was structured.

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ShadowHunter

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12 Thanks for this info, really helpful. Do I need to worry about anything related to basis in the company? I've heard something about "stock basis" but I'm not sure how that works with taking over an S corp from a family member. Also, since I've already been running things for a few months, am I in trouble for not reporting the change right away?

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ShadowHunter

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8 Stock basis is definitely something you'll want to understand. Your initial basis is typically what you paid for the shares. This becomes important when you take distributions or if the company reports losses that flow through to your personal return. If your basis is too low, distributions could become taxable. No, you're not in trouble for not reporting the change immediately. The ownership change will be reported when you file the S corporation's next tax return. However, if you're the new responsible party for tax matters, filing Form 8822-B within 60 days of the change would be recommended. If you've missed that window, I'd just file it as soon as possible.

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ShadowHunter

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15 I was in a similar situation last year when I took over my mom's consulting business. The paperwork was overwhelming until I found taxr.ai (https://taxr.ai). They specialize in analyzing business ownership transfers and tax documents to identify potential issues. I uploaded our share transfer agreement and previous business tax returns, and they highlighted several items I needed to address - including the fact that I wasn't calculating my reasonable salary correctly which could have triggered an audit. They also pointed out some deductions specific to family business transfers that I had no idea about! The best part was that they explained everything in plain English so I could understand my tax obligations without an accounting degree. Saved me thousands and a lot of headaches.

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ShadowHunter

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22 How exactly does this work? Do they connect you with an actual CPA or is it just software that reviews your documents? I'm hesitant to share business financial info with just any online service.

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ShadowHunter

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9 Did they help with the actual preparation of your tax documents or just give you feedback on what needed to be fixed? I'm trying to figure out if I need this service AND an accountant or if this could replace the accountant altogether.

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ShadowHunter

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15 They use AI to analyze your documents and highlight potential issues, but actual tax professionals review everything. It's not just automated software - there's human expertise backing it up. They have strict privacy protocols too, which was important to me since I was sharing sensitive business information. They don't replace an accountant for filing purposes - they're more like a second opinion or audit prevention tool. I still have my accountant prepare the actual returns, but now I go into those meetings with a clear understanding of what needs to be addressed. In my case, they identified several issues my previous accountant had missed entirely.

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ShadowHunter

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22 Just wanted to follow up about my experience with taxr.ai. I decided to give it a try after my initial skepticism, and I'm really glad I did. I uploaded my purchase agreement and previous years' business tax returns, and they identified several issues specific to family business transfers that I hadn't considered. The most valuable part was their explanation of how my stock basis calculation needed to be adjusted based on some outstanding loans from the business to my father that transferred with the ownership. Would have been a major headache come tax time! The report they provided was detailed enough that my accountant immediately knew how to handle everything properly. Definitely worth checking out if you're dealing with an S corp transfer.

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ShadowHunter

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5 If you need to contact the IRS with questions about your S corp transfer, don't waste days trying to reach them directly. I spent weeks trying to get answers about my business restructuring and kept hitting dead ends. Then I tried Claimyr (https://claimyr.com) and they got me connected to an actual IRS agent within 45 minutes! Check out their demo video: https://youtu.be/_kiP6q8DX5c I was skeptical at first but I had specific questions about my S corp basis adjustments that I couldn't find clear answers to online. The IRS agent I spoke with walked me through exactly what forms I needed and how to document the family transfer properly. Saved me literally weeks of frustration and uncertainty.

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ShadowHunter

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17 Wait, how does this actually work? The IRS phone system is notoriously impossible to navigate. Do they just call on your behalf or what?

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ShadowHunter

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3 Sorry but this sounds too good to be true. I've tried EVERYTHING to get through to the IRS about my business tax issues. Are you saying this service somehow jumps the queue? I find that hard to believe.

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ShadowHunter

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5 They don't call on your behalf - they basically navigate the IRS phone system for you and when they reach an agent, they connect you directly to them. You have the actual conversation yourself. It's like having someone sit on hold for you and navigate all the prompts until they reach a human. The IRS actually has many different departments and phone numbers, and most people don't know which ones to call for specific issues. Claimyr knows exactly which numbers to call and when for different tax matters. And yes, they legitimately get through when most of us can't. I was skeptical too, but I spoke with an actual IRS representative about my S corp questions after months of trying on my own.

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ShadowHunter

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3 I have to admit I was completely wrong about Claimyr. After posting my skeptical comment, I decided to try it anyway out of desperation because I had questions about how to document my business acquisition that weren't getting answered. In less than an hour, I was speaking with an actual IRS business tax specialist who clarified exactly how to report my new ownership on Form 1120-S and what supporting documentation I needed to maintain. They also explained how the built-in gains tax might apply in my situation since I acquired an existing business with appreciated assets. Never thought I'd say this, but being able to actually speak with the IRS directly saved me from making several costly mistakes on my tax filings. Will definitely use this service again when I have complex tax questions.

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ShadowHunter

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10 One thing nobody's mentioned yet - you should check if your state has any specific requirements for reporting business ownership transfers. I changed my LLC ownership last year and discovered my state required a separate filing with the Secretary of State within 30 days, completely separate from IRS requirements. Also, if your dad held the S corp for a long time, ask about something called "step-up in basis" possibilities. Depending on how the transfer was structured, this could save you significant taxes down the road.

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ShadowHunter

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1 Thanks for mentioning the state filing requirements. I didn't even think about that! Do you know if I also need to update the company's EIN with the IRS since ownership has changed? Or does the EIN stay the same as long as it's the same corporation?

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ShadowHunter

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10 For an S corporation, the EIN typically stays the same when ownership changes as long as the entity itself remains the same legal entity. You're just changing shareholders, not creating a new company. Regarding state requirements, it varies dramatically by state. Some require a simple update form while others may require you to file amendments to your articles of incorporation or organization. Check with your Secretary of State's business division website - most have specific forms for reporting ownership changes.

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ShadowHunter

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19 Has anyone here dealt with self-employment taxes when transitioning from employee to owner of an S corp? I'm in a similar situation and confused about whether I should be paying self-employment tax on all business profits now or just my salary portion?

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ShadowHunter

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8 With an S corporation, you only pay Social Security and Medicare taxes (equivalent to self-employment tax) on your W-2 wages/salary, not on the distribution portion. This is actually one of the big advantages of an S corp compared to a sole proprietorship or LLC. So you should be taking a reasonable salary that's subject to employment taxes, but any additional profits you take as distributions aren't subject to those taxes. Be careful though - the "reasonable salary" part is crucial. The IRS looks closely at S corps that try to minimize payroll taxes by taking minimal salary and large distributions.

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ShadowHunter

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19 That makes things much clearer, thank you! One more question - when you say "reasonable salary," is there some formula or percentage the IRS expects? Like should my salary be at least 50% of profits or something specific like that?

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There's no specific formula, but the IRS looks at what you would pay someone else to do your job. They consider factors like your role, responsibilities, hours worked, industry standards, and geographic location. A good rule of thumb is to research what similar positions pay in your area and use that as a baseline. Some tax professionals suggest keeping salary at least 40-60% of net business income, but that's just a guideline. The key is being able to justify your salary amount if questioned. Document your research on comparable salaries and keep records of your duties and time commitment to the business. Since you're coming from being an employee in the same business, you probably have a good sense of what the role is worth. Just make sure you're not dramatically underpaying yourself compared to what you were earning before, especially if your responsibilities have increased as the owner.

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Zoe Stavros

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Great advice from Leeann! I'd also suggest documenting your decision-making process for the salary amount in case the IRS ever questions it. Keep records of salary surveys you looked at, job postings for similar roles, and maybe even get quotes from recruiters about what they'd expect to pay for your position. One thing that helped me was actually looking at what other S corp owners in similar businesses were paying themselves (you can sometimes find this info in industry reports or through business associations). Since you took over from family, you want to be extra careful that the salary looks legitimate and market-based rather than just continuing whatever arbitrary amount was set before. The 40-60% guideline mentioned above is helpful, but remember it can vary a lot by industry. In some businesses, owner-operators might justifiably take 70-80% as salary if they're doing most of the work, while in others with high profit margins, a smaller percentage might be reasonable.

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Great discussion here! I went through a similar S corp ownership transfer from my uncle about 18 months ago and wanted to share a few additional considerations that came up during my experience. One thing that caught me off guard was the potential impact of any outstanding business loans or debts that transferred with the ownership. If your dad had any business loans that you assumed as part of the purchase, this can affect your stock basis calculations in ways I didn't initially understand. Make sure your accountant reviews any debt assumptions as part of the transfer. Also, if the business has accumulated earnings and profits (E&P) from before it elected S corp status, or if it was previously a C corp, there could be some built-in gains tax implications down the road. This is pretty technical stuff, but worth asking about since family transfers sometimes involve businesses that have been around for decades. The reasonable salary discussion above is spot on - I ended up having to adjust mine upward after my first year because I was being too conservative. Better to err on the side of paying yourself fairly from the start rather than having to explain to the IRS later why you were trying to minimize payroll taxes. One last tip: keep detailed records of everything related to the transfer. The IRS loves documentation, especially for family business transactions where they might be more scrutinizing of the terms and pricing.

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