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June 5, 2019
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Am a partner in an Scorp that does not make profit but have income.I receive no money myself,yet I still get K1's.can I leave this partnership and stop having to pay K1s?

  • June 5, 2019
  • 5 replies
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    Best answer by Rick19744

    I will provide some commentary and thoughts to help you in reaching a decision:

    1. S corporations are pass-through entities, and as such, all earnings pass through to the shareholders and are taxed at the individual level.
    2. Since the income is taxed at the shareholder level, S corporations typically make distributions to cover the tax impact that the shareholder incurs.
    3. Your facts state "...make no profit".  If that is the case, then your comment "...stop having to pay K-1's" does not make sense.  If the S corporation is not making a profit, then your K-1 is not passing through profit and hence there should not be any tax implications to the shareholder.
    4. As an S corporation shareholder, you should be maintaining a basis schedule of your investment in this business.  This starts with your initial capital contribution, any subsequent capital contributions and is adjusted annually by the applicable lines on your K-1.  The basis schedule is extremely important as it provides the information as to whether losses can be deducted by the shareholder and ultimately provides the information to determine a gain or loss upon disposition of the S corporation stock.
    5. Until you sell your S corporation stock, you are required to continue to report the activity on the K-1 you receive.
    6. Consider asking the other shareholder if they want to purchase your stock.  Keep in mind that you will need to know your basis to determine your gain or loss on this sale.
    7. The comment "...the company is essentially folding up, though not in the legal sense" seems to indicate that you should have some internal discussion as to the viability of the business model and whether the business should continue or liquidate (legally).

    5 replies

    Rick19744
    Employee
    June 5, 2019
    Can you provide some additional details:
    1) How many shareholders
    2) What is your ownership percentage
    3) Do you work for this corporation or are you just an investor
    4) Please clarify "does not make profit but have income".  Seems contradictory
    *A reminder that posts in a forum such as this do not constitute tax advice.Also keep in mind the date of replies, as tax law changes.
    June 5, 2019
    2 shareholders, myself and my business partner. We each own 50%. I work for the corporation but the company is essentially folding up, though not in the legal sense. I still generate income for the company part time. But neither myself nor my business partner receive salary or profit distributions anymore.
    Employee
    June 5, 2019
    "can I leave this partnership"  That is a legal and contractual question, not an income tax one
    Rick19744
    Rick19744Answer
    Employee
    June 5, 2019

    I will provide some commentary and thoughts to help you in reaching a decision:

    1. S corporations are pass-through entities, and as such, all earnings pass through to the shareholders and are taxed at the individual level.
    2. Since the income is taxed at the shareholder level, S corporations typically make distributions to cover the tax impact that the shareholder incurs.
    3. Your facts state "...make no profit".  If that is the case, then your comment "...stop having to pay K-1's" does not make sense.  If the S corporation is not making a profit, then your K-1 is not passing through profit and hence there should not be any tax implications to the shareholder.
    4. As an S corporation shareholder, you should be maintaining a basis schedule of your investment in this business.  This starts with your initial capital contribution, any subsequent capital contributions and is adjusted annually by the applicable lines on your K-1.  The basis schedule is extremely important as it provides the information as to whether losses can be deducted by the shareholder and ultimately provides the information to determine a gain or loss upon disposition of the S corporation stock.
    5. Until you sell your S corporation stock, you are required to continue to report the activity on the K-1 you receive.
    6. Consider asking the other shareholder if they want to purchase your stock.  Keep in mind that you will need to know your basis to determine your gain or loss on this sale.
    7. The comment "...the company is essentially folding up, though not in the legal sense" seems to indicate that you should have some internal discussion as to the viability of the business model and whether the business should continue or liquidate (legally).
    *A reminder that posts in a forum such as this do not constitute tax advice.Also keep in mind the date of replies, as tax law changes.
    June 5, 2019
    I thought I read that K1's were reported for any income,  the pass through taxes were for any income at all. Am I mistaken?
    May 24, 2024

    Can you clarify what your specific situation is?  This thread is several years old.

     

    If you are asking about the latest post where the money was being reinvested instead of distributed, then you would need to find alternate sources to pay the taxes due on the income.  If you are unable to pay the total taxes due when you file, you can also request a payment plan from the IRS.  Please see this link for additional guidance on setting up a payment plan.  

     

    @SR74 

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