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Henry Delgado

S-Corporation Stock Basis Ordering Rules: How Additional Paid-in Capital Affects Distribution Tax Treatment

I'm completely stuck on figuring out S-corporation stock basis ordering and could really use some help from someone who knows this stuff. My situation: I have an S-corp with zero stock basis (it got reduced to nothing from losses in previous years), no debt basis at all, about $27k in suspended losses carried over, roughly $19k loss for current year, and I just put in $18.5k additional paid-in capital during this tax year. What I can't figure out is WHEN this additional paid-in capital gets credited to my stock basis. Does it happen before distributions? Before loss/deduction items? Or at the very end of everything? In normal people language: if I put in additional paid-in capital this year, can I take a tax-free distribution at year-end even though I have a loss for the current year? And if I have some basis left over from the additional paid-in capital after a distribution, does the current year loss just wipe that out completely? This basis ordering stuff is making my head spin! Thanks in advance to anyone who can help untangle this for me.

The ordering rules for S-corporation basis adjustments are actually pretty specific in the tax code. Here's how it works: 1. First, your beginning stock basis ($0 in your case) 2. Then, you increase basis for additional paid-in capital ($18.5k) 3. Next, you increase basis for income items (sounds like you don't have any) 4. Then, you decrease basis for non-dividend distributions 5. Last, you decrease basis for loss and deduction items So yes, your additional paid-in capital of $18.5k would give you basis first, before any distributions and before your current year loss of $19k is applied. This means you could potentially take a tax-free distribution up to $18.5k. However, be careful. After any distributions, your current year loss would then reduce your remaining basis. If your loss exceeds your remaining basis, that excess becomes suspended and carries forward to future years (adding to your already existing suspended losses).

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Wait, I'm confused about something. What about the $27k in suspended losses from prior years? Don't those have to be handled somewhere in this sequence too? Or do suspended losses just sit there until there's enough basis to absorb them in future years?

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Suspended losses from prior years don't affect the current year basis calculations directly. They simply stay suspended until you generate enough basis in future years to absorb them. Once you've gone through all the current year adjustments (paid-in capital, income, distributions, and current year losses), if you have any basis left, then you can use that remaining basis to start absorbing those prior suspended losses.

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I discovered a really helpful resource for S-corp owners when I was dealing with almost this exact scenario last year. I was totally confused about basis calculations until I found https://taxr.ai which actually analyzed my corporate docs and broke down the ordering rules for me. The system explained exactly how my additional capital contributions affected my ability to take distributions and handle losses. What was super helpful was seeing a step-by-step calculation that showed me when each adjustment happened and what was left at each stage. Totally worth checking out if you're still confused after reading explanations online.

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How does that work exactly? Does it just explain the rules or does it actually do calculations based on your specific numbers? I've had three different accountants give me three different answers about how to handle S-corp basis when I've made mid-year capital contributions.

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Sounds interesting but I'm skeptical about tax software actually understanding something as complex as S-corp basis. My CPA says even the high-end tax software struggles with multi-year basis tracking. Did it actually help with suspended loss tracking too?

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It doesn't just explain rules - it actually does the calculation based on your specific numbers. You upload your corporate docs (like K-1s from prior years, balance sheets, etc.) and it creates a basis tracking worksheet showing each adjustment in order. Yes, it definitely handles suspended loss tracking. That was actually my biggest issue - I had about 5 years of accumulated suspended losses and wasn't sure how much of my new capital contributions would get eaten up by those versus being available for distributions. The system created a multi-year basis tracking table that showed exactly how much basis I had available at any point.

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I was really skeptical about using an automated system for something as complex as S-corp basis tracking, but after struggling with contradictory advice, I decided to try taxr.ai last month. Honestly, I was surprised by how well it worked for my situation. I uploaded my last 3 years of K-1s, corporate tax returns, and some contribution documentation, and it generated a detailed basis analysis that showed exactly when my additional paid-in capital created basis and how much of that was available for distributions versus being absorbed by losses. It even created a tracking worksheet showing my remaining suspended losses by year. Saved me having to pay for 2 extra hours of CPA time just to get this one question answered. Wish I'd known about it sooner.

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Not sure if others have experienced this, but I spent THREE HOURS on hold with the IRS trying to get clarification on S-corp basis rules last month. Absolutely maddening. Then someone recommended https://claimyr.com and I was honestly shocked - they got me connected to an actual IRS agent in about 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c The agent I spoke with was surprisingly helpful and explained exactly how additional paid-in capital creates basis that's available for distributions before being reduced by losses. Saved me days of stress and uncertainty.

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Wait, I don't understand... how does this service actually work? Are they just calling the IRS for you? How is that even possible when the wait times are so ridiculous?

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Sorry but this sounds like BS. Nobody gets through to a knowledgeable IRS agent quickly, especially not for complex S-corp questions. And even if you did, most frontline IRS agents don't have specialized knowledge about S-corp basis ordering rules. I've been down this road.

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They essentially use technology to navigate the IRS phone system and wait on hold for you. When an agent finally picks up, you get a call connecting you directly to that agent. So instead of waiting on hold yourself for hours, you just get called when an actual human is on the line. I was skeptical at first too, but they do actually have specialized departments at the IRS for business tax questions. The key is getting transferred to the right department - which took some doing even with the service. But I eventually spoke with someone in the pass-through entity division who knew exactly how to answer my S-corp basis question.

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I admit I was totally wrong about this service. After posting my skeptical comment, I was still desperate for answers about my own S-corp basis issues, so I tried Claimyr despite my doubts. To my genuine surprise, I was connected to someone in the IRS Business & Specialty Tax Line in about 25 minutes. The agent knew exactly how to handle the basis ordering question and confirmed that additional paid-in capital increases basis first before any distributions are taken or losses applied. I've been doing my own business taxes for 7 years and never managed to get substantive help from the IRS until now. Totally changed my approach to tax questions.

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Have you considered just getting professional help with this? I tried to DIY my S-corp taxes for years and kept making costly mistakes with basis tracking. Finally hired a CPA specializing in small business and he showed me I'd been calculating basis wrong for 3 straight years. Cost me $800 but saved thousands in potential audit adjustments. S-corp basis is seriously one of the most complex areas of tax law. Not really something to DIY unless you have significant tax background.

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I've been working with a CPA actually, but she's out on maternity leave and her replacement at the firm seems uncertain about the basis ordering rules. I've gotten conflicting advice from different sources which is why I'm trying to educate myself. For what it's worth, my business is pretty straightforward, just service income with minimal expenses, but the basis rules are still confusing me.

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In that case, I understand why you're asking here. If the basis calculations really are straightforward (just your scenario with the paid-in capital, distributions and losses), then the ordering rules that the first commenter laid out should work fine. Just make sure you're documenting everything clearly for your regular CPA when she returns. I'd recommend creating a simple basis tracking worksheet showing beginning basis, additions, reductions and ending basis for each year. That way there's a clear record of how you made these decisions.

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Has anyone tried using any of the tax software packages to track S-corp basis over multiple years? I've been using a spreadsheet but it's getting unwieldy. I've heard QuickBooks doesn't really handle it well, but wondering if any of the tax packages do?

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I use Drake Tax software for my S-corps and it has a decent basis worksheet function. It's not perfect - you still need to input all the historical info correctly - but once set up it does track year to year pretty well. Most of the professional tax software (UltraTax, Lacerte, ProSeries) have some version of this. Probably overkill if you're just doing one S-corp though.

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I've been dealing with S-corp basis issues for years and want to clarify something that might help. The ordering rules are actually laid out in IRC Section 1367, and they're pretty rigid: 1. Start with beginning stock basis 2. Add: Income items (including tax-exempt income) 3. Add: Additional paid-in capital contributions 4. Subtract: Distributions (but not below zero) 5. Subtract: Non-deductible expenses 6. Subtract: Losses and deductions So in your case, Henry, your $18.5k additional paid-in capital does create basis that's available for distributions before your current year loss hits. But here's the key detail some people miss - if you take a distribution that exceeds your basis after steps 1-3, that excess becomes taxable as capital gain. One more thing about those suspended losses: they stay suspended indefinitely until you create enough basis to absorb them. They don't disappear, but they also don't factor into the current year ordering calculation. Think of them as sitting in a separate bucket waiting for future basis. Documentation is crucial here. The IRS loves to challenge S-corp basis calculations on audit, so keep detailed records of when you made the capital contribution and any distributions.

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This is really helpful clarification on the IRC Section 1367 ordering! I'm a newcomer here but have been wrestling with similar S-corp basis issues. One question about the documentation you mentioned - what specific records would you recommend keeping for the additional paid-in capital contribution? I made mine via wire transfer but want to make sure I have everything documented properly in case of an audit. Should I also be keeping some kind of formal corporate resolution authorizing the contribution, or is the bank record sufficient?

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