Liquidation of S Corporations: Mastering Tax Implications of Liquidating Distributions

Case Study on Planning, Calculations, and Property Dispositions

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Thursday, October 22, 2015

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Course Materials

This course will delve into a case study on the planning, tax calculations, property dispositions and dissolution filings required to liquidate an S corporation. The panel will provide a briefing on the general rules stated in IRC Section 1371 tying liquidation rules back to those applying to C Corps, detailing the gain/loss on distributions in exchange for stock, and outline two-three scenarios illustrating the rules in action.


S Corporation liquidations generally are subject to the same rules as C corporations. However, the lack of entity-level tax in most cases creates different tax considerations. In some cases, there may be some corporate level problems, such as the built-in gains taxes. Tax advisers must be aware of the Subchapter C rules, especially those concerned with gain or loss recognition on the distribution. In addition, Subchapter S contains the rules concerning the pass-through character of income, gain and loss. Consequently, tax professionals advising the corporation and its shareholders must be able to calculate the tax impact for shareholders, who ultimately bear the tax burden of the liquidation.

Crucial to tax-efficient planning in S Corp liquidation situations is accurate calculation of both S shareholders’ “outside” tax basis in their shares, and the S Corp’s “inside” tax basis in its assets. Advisers must have a comprehensive basis schedule for all shareholders. Other special rules concern the distribution of installment receivables, debt instruments held by shareholders. Finally, there are some special considerations for unsuccessful corporations. Because a complete liquidation will cause any shareholder’s suspended losses to be extinguished, the timing of the liquidation becomes a major issue in planning.

Listen as our experienced panel provides a detailed examination of the tax rules and planning considerations that must be addressed in the dissolution and liquidation of S Corporations, and offers case studies to illustrate tax treatments to shareholders under various liquidation scenarios.



  1. Rules for sale or other distribution of assets in connection with liquidation of an S corporation
  2. Tax issues regarding character and timing arising from common transactions in a dissolution or liquidation
  3. Case study illustrating liquidation of S Corp


The panel will discuss these and other key issues:

  • What are the rules for recognizing income and losses in year of liquidation of the S corporation?
  • How does the S corporation report liquidating distributions of installment receivables and other property?
  • How do the S corporation and the shareholders report distributions of encumbered property, including situations where the debt exceeds the value of the asset distributed?
  • What are the ramifications to shareholders after liquidation regarding basis, payment of claims against the corporation and transferee liability?


Jamison, Robert
Robert W. Jamison, CPA
Professor Emeritus, Accounting
Indian University, Kelly School of Business

Mr. Jamison is Professor Emeritus of Accounting at Indiana University, Purdue University, Indianapolis (IUPUI). His...  |  Read More

Boyd, Leslie
Leslie Ellen Boyd, CPA, MST

Managing Principal of Tax

Ms. Boyd has experience with C corporation, S corporation, partnership, and individual income taxation, and has...  |  Read More

Wilson, Amanda
Amanda Wilson


Ms. Wilson concentrates her practice on federal tax planning and structuring and represents clients in a wide variety...  |  Read More

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