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If a shareholder receives a non-dividend distribution from an S corporation, the distribution is tax-free to the extent it does not exceed the shareholders stock basis. Debt basis is not considered when determining the taxability of a distribution.
Section 1366(a)(1)(A) provides that, in determining the tax of a shareholder, there shall be taken into account the shareholders pro rata share of the corporations items of income, loss, deduction, or credit the separate treatment of which could affect the liability for tax of any shareholder.
In addition, the election statement must be signed by an individual authorized to sign the corporations income tax return. The 1377(a)(2) election is made by attaching a statement to the S corporations income tax return for the year in which a shareholders interest was terminated.
Shareholder Requirements Most importantly, you must have no more than 100 shareholders to qualify as an S-corporation. You must also only have what the IRS defines as eligible shareholders, meaning shareholders must be individuals, certain trusts or estates. Shareholders also must be U.S. citizens or legal residents.
I.R.C. 1377(a)(1) In General Except as provided in paragraph (2), each shareholders pro rata share of any item for any taxable year shall be the sum of the amounts determined with respect to the shareholder-- I.R.C. 1377(a)(1)(A) by assigning an equal portion of such item to each day of the taxable year, and.
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1366(d), Special Rules for Losses and Deductions The shareholders adjusted basis of any indebtedness of the S corporation to the shareholder (determined without regard to any adjustment under paragraph (2) of section 1367(b) for the taxable year).
1.1366-2 Limitations on deduction of passthrough items of an S corporation to its shareholders. (ii) The adjusted basis of any indebtedness of the corporation to the shareholder (as determined under paragraphs (a)(2) and (a)(4)(ii) of this section).
Section 1377(a)(1) generally provides each shareholder of an S corporation is allocated income or loss of the corporation by (a) assigning an equal portion of each item of income or loss to each day of the year, and (b) dividing that portion pro rata among the shares outstanding on that day.

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