Liquidating vs nonliquidating distributions parnterships

Because the income of S corporations is taxed to the owners when the income is earned, a mechanism is needed to ensure that the shareholder is not taxed again when the earnings are distributed.

This is done through a system of rules that track and adjust the shareholder’s stock basis.

The Secretary may by regulations require the application of this subsection in the case of a distribution to a transferee partner, whether or not made within 2 years after the transfer, if at the time of the transfer the fair market value of the partnership property (other than money) exceeded 110 percent of its adjusted basis to the partnership.

a corporation (hereafter in this subsection referred to as the “corporate partner”) receives a distribution from a partnership of stock in another corporation (hereafter in this subsection referred to as the “distributed corporation”),then an amount equal to such excess shall be applied to reduce (in accordance with subsection (c)) the basis of property held by the distributed corporation at such time (or, if the corporate partner does not control the distributed corporation at such time, at the time the corporate partner first has such control).

Liquidating distributions are not governed by the normal S corporation distribution rules.

Instead, liquidation of an S corporation is governed by the same rules that apply to liquidation of a C corporation.

Like C corporations, S corporations do not recognize any gain or loss on a distribution of cash to its shareholders.