Discussion Archives:S-Corp Dividend (not Distribution)
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Discussion Forum Index --> Consumer Questions --> S-Corp Dividend (not Distribution)
9 January 2007 | |
Until 2006, my C-Corp had retained earnings of $3645. In 2006, the company was converted to an S-Corp. I understand that, in addition to taking Owner DISTRIBUTIONS (in addition to a reasonable salary) as I am the 100% shareholder of the company, I can ALSO elect to take the $3645 as a DIVIDEND (whereby the S-Corp would issue a 1099-DIV to me, I suppose).
Am I looking at this properly? I presume the only place this appears on the S-Corp 1120S is under Schedule B Line 8 and on 1120S Line 17c. It appears that the S-Corp is not taxed for this dividend distribution as the prior C-Corp would be. Is this correct? Lastly, I expect to pay taxes on my 1040 for the dividend distribution ... do these types of dividend distributions qualify for the lower dividend tax rates (10-15%) or are they not eligible? Thanks in advance. |
January 9, 2007 | |
Good thinking. Many of us have cleared out old C corp retained earnings with the low rate on dividends. Actually it doesn't show up anywhere except on M2 as a reduction of the retained earnings. And only taxed on the 1040, correct. You're doing well here. |
9 January 2007 | |
To clear out the C corp retained earnings ahead of the S distributions you will need to make an election under Sec. 1.1368-1(f)(2)(i) to treat the distributions as coming first from C corp retained earnings, then from S corp earnings. Otherwise, if you pay out less than all of the retained earnings, it will come first from S earnings and will leave the C corp earnings still in the corporation. |
14 January 2007 | |
Thanks for this great information. From an accounting perspective, I assume that the dividend payment should be made from the same account as the Owner Distributions (Equity Acct) are made? Is this correct? Is the only difference between this dividend and a distribution that a 1099-DIV is filed for the dividend? Lastly, how does this appear on the 1120S / M2? Same exact way that Owner Distributions appear? Thanks in advance. Erik |
14 January 2007 | |
The c corp r/e is frozen in time and can't be touched until the shareholder decides to convert back to a c corp.
S CORPS DO NOT PAY DIVIDENDS! Distributions can only come from the accumulated earnings acct portion of the r/e. |
14 January 2007 | |
Not so. C corp retained earnings are not frozen in time and S corps can indeed pay out dividends from AE&P while an S corp. In fact, there are a lot of S corps currently with AE&P that are making the above mentioned election in order to drain AE&P while the tax rate remains at 15%. (Some people think the Democrats might actually raise taxes. I can't understand how they came to this conclusion). Without making the election I mentioned above, distributions from R/E get paid first from AAA, then if all AAA is gone, they get paid from AE&P (and are a taxable dividend, taxed at 15% rate). If the election I referred to above is made, distributions are treated as coming first from AE&P, then from AAA. The election is made annually, so that if you made the election last year, it does not apply this year unless you make the same election again.
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14 January 2007 | |
Eklein you are correct with respect to where the dividend is reported on the 1120S. It would remove the check from Schedule B, box 8 and show on Schedule K Line 17c.
Some preparers would also put it on the M-2. But that is technically incorrect, as the Federal M-2 includes only AAA, OAA & PTI. AE&P is neither of these. However, the "accountant" inside of all of us really wants the sum of those 3 columns on the M-2 to equal the balance in Retained Earnings account. But that isn't always the case. |
23 January 2007 | |
Just to clarify ... "Dividends" paid out of AE&P from prior C-Corp retained earnings ... they are taxed only to the recipient of the 1099-DIV or also to the S-Corp? I understand that dividends paid out of a C-Corp are taxed to both but wanted to verify that the S-Corp would NOT pay taxes on the "Dividend" distribution. Thanks. |
23 January 2007 | |
Correct, Corp does not pay tax on distribution of AE&P. On the other hand Corp can pay tax because of them, but that is another story. |
23 January 2007 | |
Thanks Dennis (I think). I have chosen to ignore your 2nd sentence as I am sure you would have been more explicit if that were necessary, I am already in over my head a bit, and (most importantly) I prefer the answer you give in the first sentence!! LOL ... good night. |
23 January 2007 | |
JD, does the AAA distribution get reported on Sch. K, Line 16c or 16d? (I'm not quite sure myself) |
23 January 2007 | |
I'm looking at a 2005 1120S. Line 16c is Nondeductible expenses. No, it does not go there. Line 16d is Property Distributions. That is where the S distributions get reported, i.e., AAA.
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5 February 2007 | |
Thanks to all you gave assistance on this matter. GREATLY appreciated. One last follow up question that may sound self-explanatory ... but here goes:
On 1120S Schedule B Line 8: "Enter the accumulated earnings and profits of the corporation at the end of the tax year". I presume that if I made the election under Sec. 1.1368-1(f)(2)(i) to treat the distributions as coming first from C corp retained earnings, then from S corp earnings and I paid a "dividend" of the same dollar amount on 12/31/2006, that the balance in AE&P after the payment of the dividend would be zero, right? In other words, the amount I would enter on 1120S Line 8 would be zero because I zeroed out AE&P by paying the dividend. Please confirm. Thank you in advance. |
25 February 2007 | |
To reiterate (hoping to get a reply) if you can spare a moment ... if I elect to distribute AE&P before AAA and I pay out all of the AE&P that accumulated from the C-Corp days (prior to moving to S-Corp) as a 1099-DIV dividend on 12/31/2006, am I right to enter zero (0) on 1120S Schedule B Line 8 ("Enter the accumulated earnings and profits of the corporation at the end of the tax year")?
Thanks in advance and hope you are all doing well this tax season. Erik |
3 March 2007 | |
Question: I'm not sure if I follow but here is what I'm wondering. If an S-Corp has shares (which of course it must) and it sells let's say, 10 shares to an individual for 'X' amount, then the S-Corp wants to pay this shareholder a dividend of 'X' amount on a quarterly basis, can this be done, and if so what are the rules in order to do so? How would the individual recieve the money? How is the income taxed? If this can't be done in an S Corp, can it be done in an LLC? Thanks in advance! |
3 March 2007 | |
Hey guys, Aren't there any issues regarding the back-dating of the dividend? I mean can't he just show the AE&P on the OAA, make the election, cut a check this year, then pull it off the OAA? |
15 March 2007 | |
I want to pay dividends from AEP. I have 3 shareholders from an s corp presently. When we were a c corp. I had 1 shareholder.
Does the dividends from AEP have to declared and paid evenly to all 3 shareholders or can I pay it to the one shareholder who was there when it was a c corporation . I think this might be a corporate law question. If you could give me any guidance. thanks |
5 April 2007 | |
Does it matter that the AE&P from the C Corporation are from old years going back to 2001 and 2002 -- that the election has not been made until now for the 2006 distribution on the S Corp return? |
5 April 2007 | |
The election is made in each tax year you want to pay dividends first. It is pretty much always the case that you are paying out dividnends from previous years. The corp gets to decide each ty until the AE&P has been reduced to zero. Hope this makes sense. ยง1368(3)(A) |
5 April 2007 | |
Perfect sense. Everything looks good so far. Where do I account for the dividends paid out of E&P on the 1040 -- just enter as a normal div on Schedule B? |
5 April 2007 | |
Yep, on Sch B. In most cases (all that I can think of), the dividend will be treated as a qualified dividend as well. Corp should issued 1099DIV if the election is made. |
24 April 2007 | |
2 questions on this topic: 1. is the election to distribute AE&P before AAA code 1368(e)(3)? and 2. when does this get sent to IRS? |
18 June 2007 | |
This was a very useful thread as I am currently working through this subject on a tax return. I'm a little befuddled, however. With regards to the C Corporation AE&P, if the TP filed on a cash basis while a C Corporation, then is the AE&P based upon the cash basis financial statements (which is less than if I use the accrual basis financials). This will impact the dividends claimed on the 1040. (T/P will be paying BIG tax on the AR and it is this AR that is the main difference between the accrual and cash financial statements.
Additional questions: 1) Schedule B, Line 7: Client had $15K in AR while a C Corporation which carried over to the S Corp and has now been recognized. I netted the payables that were on the books as a C Corporation against the AR and then inserted that amount onto Schedule B, Line 7. Sound good? 2) The BIG tax on the AR was calculated at 35% of the net AR/AP carryover from the C Corporation. This tax then flows to Page 1 of the 1120S as it is allowed as a deduction to the S Corp. Now, my M1 is out of balance with the Schedule K, Line 18 by the amount of the BIG tax. Should the BIG tax be included on the M1 schedule as a timing expense difference? I can't get it to balance any other way. 3) Schedule M2 Smart Worksheet, Line D: Proseries asks us to "Enter beginning of tax year balance of the Accumulated tax/Book timing differences". Does this mean that I need to look at my M1 schedule for 2005 and then add all of those temporary adjustments even though the Corp was a "C" Corp in the prior year? THANK YOU! |
19 June 2007 | |
Hello again: One more question: For the initial basis in the S Corp for the Basis statement, what would this be in the case of a conversion from C to S? Thank you ! |
19 June 2007 | |
Chase, I'm winging it here from home, but I think the taxable income recognized after the S election which is subject to the B.I.G. tax would result in AAA, not AE&P (I'm, like, 99% certain of it). So a cash basis C corp with $25k AE&P at the date of the S election that subsequently recognizes $10K of taxable income subject to the B.I.G. tax would still only have $25k of AE&P. The $10k of income subjected to B.I.G. tax would result in $6500 of AAA ($10k - $3500 tax). As to your additional questions:
1) Might be right but, did you consider goodwill in determination of BIG? What about fixed asseets? (Any Section 179 depreciation taken resulting in $0 basis hard assets that have value at date of S election?) 2) BIG tax would not be a timing difference. Did you record the BIG tax on your TB in deriving book-basis net income? 3) I think so. (I'm at home, so can't look at Pro Series just now). Addendum question: I assume you are referring to the stock basis in the hands of the stockholder. Whatever his/her/their stock basis was in the C corp would be the starting point for determining basis in the S corp. |
19 June 2007 | |
Thanks for the response. I'll go back and look at the return, etc. with your answer next to it this morning and see where I get. This is a service business - no assets to speak of and was only in business 3 months prior to the effective date of the S election. FMV of assets probably around $350 and not sold (still being used in the company).
In terms of the GW, they would have needed an appraisal I think at the time (01/06) to arrive at that amount, no? Not quite sure how to deal with the GW issue. |
19 June 2007 | |
OK ... I've looked at the tax return and realized that AE&P would not change. Still have the question on how much of the Section 179 to addback for E&P calculation purposes....the 100% of E&P taken or only the 80% (since 179 is supposed to be taken ratably for E&P purposes....but since no more C Corp...how can it be ratable over 5 years?)
I recorded the BIG tax on the TB as a payable due to Treasury as of 12/31/06 but the TP is on the cash basis. If the taxpayer is on cash basis, it should be an addback just like the other payables, right? I take it that this is NOT a permanent addback like Federal Income Tax, right? I think all is is OK for now :) |
16 October 2008 | |
when making this election to by pass the AAA account you mention an election section. 1.1368-1(f)(2)(i) to treat the distributions as coming first from C corp retained earnings, then from S corp earnings.
I will pay the old retained earnings in 2007. I will then pay AAA. Is the election just attached to the tax return when it is due 1120S 2008 due 3/15/08?, or does the goverment need to be notifed prior. I use lacerte .Thank-you |
16 October 2008 | |
Just read the regulation. See subsection (f)(5). It will tell you how to do it.
(And I will keep my mouth shut about CPAs who don't read regulations <G>.) |
14 March 2009 | |
It is my first time filling the Form 1120S for S Corp. I paid myself some dividends. But i don't know where to put it in the Form 1120S. I have a few questions:
1) Do i need to report distribution on Schedule K, if so which line? 2) On schedule L, i just report the distribution in line 24 as retained earnings (RE minus distribution), right? 3) Which line item should i use to report the distribution in Schedule M-2? |
14 March 2009 | |
As JR is wont to say, S Corps are their own little world. Get help; it's worth the cost. |
14 March 2009 | |
Get some professional help. S corps DON'T pay dividends. Terminology is important and not interchangeable!
Did you pay yourself a reasonable salary? Does the AAA account have a credit balance? |
14 March 2009 | |
So it is distribution not dividends then. Yes i paid myself salary and all the employment tax. What is AAA account? |
6 May 2010 | |
I've been searching around trying to get info on how a dividend (from an S corporation that was a C corporation, which had retained earnings) would affect the shareholder basis, if at all. I guess I'm inclined to think that the dividend does not affect shareholder basis.
I'm liquidating an S corp, distributions have exceeded basis. So there is some gain resulting from the liquidation. |
1 September 2010 | |
Its my understanding that a 1120 S cannot issue dividends unless it converted from a C Corp.
Is there a way for a 1120 S corporation to issue qualified dividends from its 2009 net taxable profits, if it never was a C Corp? |
September 1, 2010 | |
Well, it CAN pass Qualified Dividends thru on the K1 if it owns some investment stocks. They retain their character on the pass thru. But I know that that's not what you meant. |
1 September 2010 | |
thanks again JR1 for the prompt answer. Its clear that a 1120 S cannot issue dividends unless it owns stock in a C Corp. |
6 April 2011 | |
When must a Section 1368E(3) Election to distribute E&P prior to S Corp earnings or an election to distribute E&P through a deemed dividend be made? Is it the extended due date of the return for the year the election is made? Thanks in advance for any guidance on this. |