An S-Corp owner takes $90,000 in distributions in a year the company earned $60,000, because there was cash in the account from a slow year before. Nothing changed in the business. In April she learns that $30,000 of it is a capital gain, because it exceeded her basis, and that the loss she was counting on from the other company is suspended for the same reason. Basis is the number that decides both, and most S-Corp owners have never seen theirs.
This guide explains what shareholder basis is, how it goes up and down, the difference between stock basis and debt basis, why distributions above basis are taxed and losses above basis are suspended, the Form 7203 requirement, and how to keep the schedule current instead of reconstructing it from a decade of K-1s.
An S-Corp's profit is taxed to its shareholders every year whether or not it is distributed. Basis is the running total of what you have put into the company and what has already been taxed to you, minus what you have taken out and the losses you have deducted. It exists so that the same dollar is not taxed twice (a distribution of already-taxed profit is tax-free) and so that you cannot deduct more than you have at risk (a loss is deductible only up to basis).
| Increases basis | Decreases basis |
|---|---|
| Capital you contribute (cash or property, at its basis) | Distributions to you (cash or property) |
| Your share of ordinary income | Your share of ordinary loss |
| Your share of separately stated income (capital gains, interest, dividends) | Your share of separately stated losses and deductions (Section 179, charitable contributions) |
| Tax-exempt income allocated to you | Nondeductible expenses allocated to you (the 50% of meals, penalties) |
| Depletion above basis of the property (rare) | Depletion (rare) |
Basis is computed per shareholder, and it cannot go below zero. Whatever would push it below zero is the excess that becomes a taxable distribution or a suspended loss.
The order in which the year's items are applied matters when the numbers are close. Basis is first increased by income items, then decreased by distributions, then by nondeductible expenses, then by losses and deductions. The practical consequence is that a distribution in a profitable year is measured against the basis after that year's income has been added, and losses come last, so a distribution can use up the basis a loss would have needed.
If you lend money to your S-Corp directly (not through a bank guarantee, which does not count), you have debt basis in addition to stock basis. Losses can be deducted against debt basis once stock basis is exhausted. Distributions, however, are measured only against stock basis; they cannot be sheltered by debt basis. When the company repays a loan whose basis was reduced by losses, part of the repayment is taxable. Owners who lend to their own companies need both schedules, and the loan needs a note and interest like any other, which our guide to loans between your own entities covers.
A distribution up to your stock basis is tax-free. Above it, the excess is treated as gain from the sale of stock, a capital gain, long-term if you have held the shares more than a year. It is not a penalty and not a mistake in the return; it is the consequence of taking out more than has been taxed. It happens most often when a company distributes cash accumulated from an earlier year, when a loss year is followed by distributions, or when the owner treats the company's bank balance as the limit instead of the basis.
Your share of a loss is deductible only up to your stock basis plus debt basis. The excess is suspended and carried forward until basis is restored by future income or contributions. Owners with several entities hit this when one company's loss is meant to offset another's income on the personal return and turns out to be suspended because the losing company's basis was already zero. Contributing capital before year end restores basis and releases the loss, which is a planning move that only works if you know the number in December.
Shareholders must attach Form 7203, the basis computation, to their personal return when they claim a loss, receive a distribution, dispose of stock, or receive a loan repayment from the company. The form is simply the schedule in a required layout, and the IRS now expects it, which means the schedule has to exist. The company's books are the only reliable source for it: contributions and distributions per shareholder from the equity accounts, and the year's items from the K-1 workpapers. A schedule kept monthly is an export; a schedule reconstructed in April from ten K-1s is a project with an error rate.
You form an S-Corp with $20,000 of capital. Year 1 profit is $50,000 and you distribute $40,000. Year 2 the company loses $35,000 and you distribute $10,000. Year 3 profit is $60,000 and you distribute $90,000 (there is cash from the years before).
| Year | Opening basis | Plus income | Less distributions | Less loss | Closing basis | Result |
|---|---|---|---|---|---|---|
| 1 | $20,000 | $50,000 | $40,000 | $0 | $30,000 | Distribution tax-free |
| 2 | $30,000 | $0 | $10,000 | $20,000 allowed of $35,000 | $0 | $15,000 of loss suspended |
| 3 | $0 | $60,000 | $60,000 allowed of $90,000 | $15,000 suspended loss now released, but basis is already zero | $0 | $30,000 of the distribution is capital gain; the released loss is limited |
The Year 3 outcome is the one owners do not see coming: the company made $60,000, the distribution was $90,000, and $30,000 of it is a gain. A $30,000 capital contribution in December of Year 3 would have raised basis, made the distribution tax-free and released the suspended loss. That decision requires the schedule to be current in December.
HaraPro tracks contributions, distributions and each shareholder's share of the company's result per entity as the year runs, so the basis is a number you can read, not a reconstruction; the S-Corp bookkeeping page shows how the equity accounts are kept.
The running total of capital you contributed plus income taxed to you, minus distributions and losses deducted. Distributions are tax-free up to basis, and losses are deductible only up to basis.
The excess is taxed as a capital gain from the sale of stock, even though the business did nothing unusual. The bank balance is not the limit; the basis schedule is.
No. The loss is suspended and carried forward until basis is restored by income or contributions. Contributing capital before year end can release it.
The shareholder's basis computation, required with the personal return when you claim a loss, receive a distribution, dispose of stock or receive a loan repayment from the company.
No. Only money you actually lend to the company yourself creates debt basis. A personal guarantee of the company's bank loan does not.