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The shareholder’s basis is decreased (but not below zero) by the shareholder’s share of the S corporation’s items of loss and deduction, nondeductible expenses (except expenses that are not chargeable to the capital account), depletion deduction for oil and gas property, and distributions to the shareholder that are not made from accumulated earnings and profits.This helps ensure that the shareholder only benefits once from reductions in income earned by the S corporation.A fine line exists between definitions of a corporate liquidation and dissolution.But for tax purposes, the defining line can make a big difference.In theory, your corporation could last forever, but in reality, many corporations eventually cease to exist.Part of dissolving your corporation involves liquidating corporate assets since the corporation can’t own assets when it is no longer in business.While there are some differences, the S corporation basis system is similar to the rules that apply to partnerships.The tax consequences of distributions by an S corporation to a shareholder depend on the shareholder’s basis in the S corporation stock.

If it is considered terminated, the company would have been viewed as having completely liquidated, and both it and its shareholders would have experienced the tax consequences attendant to the situation. In other words, in most cases, the liquidation of a corporation commonly engenders two levels of taxation: tax will be imposed at both the corporate and distributee shareholder levels.* The De Facto Company Closure A complete liquidation is not always accompanied by a formal or legal company shutdown. Thus, unless dissolution brings about an automatic transfer of the corporation’s assets to its shareholders, the corporation, even though dissolved, continues its existence.The way you close your limited company will depend on the amount of assets your company has.As a director, you can employ the services of an insolvency practitioner (IP) to close your business.If there are any company debts still owing, these are written off when the company closes.Any debts that you owe personally, for example if you have given a personal guarantee, will still need to be paid by you.In the ruling, a corporate taxpayer had been incorporated in a state on a particular date, let’s say January 19, 2007.