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Charity Cohan

S corp ownership transfer through share purchase - what are my tax reporting requirements?

Title: S corp ownership transfer through share purchase - what are my tax reporting requirements? 1 Recently I purchased my father's small manufacturing business by buying all his shares in the S corporation. The transfer was completed about 3 months ago, and I've been running things since then. Currently, I'm only drawing a salary as a W2 employee, just like I was before when I was just an employee (not the owner). I haven't taken any distributions or made any other changes to how I'm paid. I'm concerned about whether I'm handling the tax situation correctly. Do I need to inform the IRS about this ownership change? Are there specific forms I should file? Is it okay to continue just taking a salary without any owner distributions? I definitely need to find a qualified accountant to discuss these issues more thoroughly, but I want to make sure I'm not missing anything critical in the meantime. Any advice would be greatly appreciated!

Charity Cohan

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12 What you're doing isn't wrong, but there are definitely some requirements you should be aware of. When an S corporation changes ownership, you need to file Form 8822-B to report the change of responsible party to the IRS. This should be done within 60 days of the change. You also need to make sure your state is notified about the ownership change. Many states require updates to business registrations when ownership changes, even if the business entity remains the same. As for being paid only as a W2 employee - that's perfectly fine, but as an S corp owner, you should be aware that the IRS looks for "reasonable compensation" for owner-employees. If you're working full-time in the business, your salary should reflect that. Taking too little in salary and too much in distributions can trigger IRS scrutiny.

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Charity Cohan

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7 Thanks for the information! I had no idea about Form 8822-B. Is there a penalty if I file it late? Also, do I need to issue myself a K-1 at the end of the year even if I don't take distributions?

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Charity Cohan

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12 There's no specific penalty for filing Form 8822-B late, but it's best to submit it as soon as possible to make sure you receive any important IRS communications at the correct address. Yes, you'll need to issue yourself a Schedule K-1 regardless of whether you take distributions. As an S corporation shareholder, you're required to report your share of the corporation's income, deductions, credits, etc., on your personal tax return. The K-1 documents this information, and you'll need it even if all your compensation comes through your W2.

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Charity Cohan

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9 After I bought my dad's electrical contracting business (also an S corp), I was completely lost when it came to the tax requirements. I stumbled across this service called taxr.ai (https://taxr.ai) that saved me so much time and confusion. They analyze all your business documents and tax scenarios and explain exactly what you need to do. For my situation, they identified several forms I didn't know I needed to file and explained how to properly report my new ownership to avoid issues during tax time. They also helped me understand the reasonable compensation requirements since I was also just paying myself a salary like you're doing.

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Charity Cohan

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4 Does it work well for complex situations? My CPA retired and I'm struggling to find someone who understands S corps in my area. Can this service help with state-specific requirements too or just federal?

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Charity Cohan

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18 I'm a bit skeptical about online tax services. How do they handle privacy concerns? Business financials are pretty sensitive, especially during ownership transitions. Did you actually get personalized advice or just generic information?

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Charity Cohan

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9 It definitely works for complex situations - they handled all my questions about buying my dad's business, including some complicated family loan arrangements we had. The guidance was super specific to my situation, not generic at all. They do cover state requirements too! They identified several California-specific forms I needed to file that I had no idea about, which saved me from potential compliance issues. Regarding privacy, they use bank-level encryption for all documents and their advisors are bound by confidentiality agreements. You can also choose how much information you want to share with them. I felt completely comfortable after reviewing their security policies.

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Charity Cohan

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4 Just wanted to follow up about taxr.ai - I decided to try them after seeing the recommendation here, and I'm really glad I did. They provided detailed guidance for my S corp ownership transition, including a checklist of all required IRS forms and state filings I needed to complete. What impressed me most was how they explained the tax implications of different compensation structures - salary vs distributions - and helped me understand how to set things up efficiently while staying compliant with the reasonable compensation requirements. They even flagged that I needed to update my business's registered agent info, which wasn't even on my radar. Definitely worth checking out if you're dealing with business ownership changes!

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Charity Cohan

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16 If you need to talk to the IRS about your S corp ownership change, good luck getting through on their business line! After waiting for hours multiple times, I found this service called Claimyr (https://claimyr.com) that got me through to an actual IRS agent in about 15 minutes. They have this system that holds your place in line and calls you when an agent is available - you can see how it works here: https://youtu.be/_kiP6q8DX5c I was pretty desperate because I had questions about how to properly report my business purchase and the deadlines were approaching fast. The IRS agent I spoke with clarified exactly which forms I needed and how to document the ownership transfer properly. Saved me from potentially missing important filing requirements.

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Charity Cohan

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22 How does this actually work? I've waited on hold with the IRS for literally 3+ hours before giving up. Do they just call and wait on your behalf or something?

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Charity Cohan

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18 This sounds too good to be true. The IRS phone system is notoriously awful. Is this service actually endorsed by the IRS or is it some kind of workaround? I'm worried about sharing my tax info with some random service.

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Charity Cohan

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16 They use a system that dials into the IRS and navigates the phone tree for you, then holds your place in line. When they're about to connect with an agent, they call your phone and connect you directly to the IRS agent. So you don't have to listen to that terrible hold music for hours! They don't actually have access to any of your tax information. They just get you through to an IRS agent, and then you talk directly with the agent yourself. It's not endorsed by the IRS, but it's completely legitimate - they're just saving you from waiting on hold. They don't ask for any sensitive information, just your phone number so they can call you when an agent is available.

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Charity Cohan

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18 I need to apologize for being skeptical about Claimyr. After struggling for weeks to get through to someone at the IRS about my S corp questions, I decided to give it a try. It actually worked exactly as described! Got connected to an IRS agent in about 20 minutes instead of the 2+ hours I had been waiting before. The agent helped me understand what forms I needed to file after my S corp ownership change and confirmed some deadlines I was worried about. They also explained how to properly document the purchase from my business partner to avoid any red flags. I was genuinely shocked at how smoothly it went after weeks of frustration. If you need to talk to the IRS about your business situation, this is definitely worth trying.

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Charity Cohan

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14 Make sure you also file Form 2553 again since the ownership changed. My accountant told me this is often overlooked but really important when S corps change hands. Also, check if your state has an equivalent to the federal S corp election that needs to be updated with the new ownership info.

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Charity Cohan

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5 Are you sure about Form 2553? I thought that was only for the initial S corporation election, not for ownership changes. Wouldn't filing that again potentially mess up the company's S status?

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Charity Cohan

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14 You're right to question this. I should have been more specific - you don't need to file the full Form 2553 again, but you should notify the IRS of the ownership change to ensure the S election remains valid. Some states do require re-filing their own S corporation election forms when ownership changes significantly. It varies by state, so checking with your state's department of revenue or a local tax professional is definitely the way to go.

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Charity Cohan

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3 I went through something similar last year buying my uncle's S corp. One thing nobody mentioned to me was the importance of getting a proper business valuation done for the share transfer. The IRS can challenge the valuation if they think the purchase price was artificially low (especially in family transfers). Might be worth getting an independent appraisal documented even after the fact.

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Charity Cohan

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10 That's really good advice. My accountant also recommended documenting why we arrived at the purchase price we did. In our case, we used a multiple of EBITDA and kept detailed records of how we calculated everything. Having that documentation ready saved us a ton of headaches when we had to answer questions about the transaction later.

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Don't forget about the Section 1202 qualified small business stock (QSBS) implications! If your father held the S corp stock for at least 5 years before the sale, and if the business meets certain requirements, you might be eligible for significant tax benefits when you eventually sell. Also, make sure you're documenting the stock basis properly - your basis in the shares will be what you paid for them, plus your share of any S corp income that gets allocated to you going forward (even if you don't take distributions). This becomes really important for calculating gain/loss if you ever sell or if the company is liquidated. One more thing - if you're planning to make any significant changes to the business operations or structure, consider doing it sooner rather than later while you're still in this transition period. Changes made within the first year of ownership are often easier to document and defend from a tax perspective.

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