The formulas
- Net recognized built-in gain = lowest of (recognized gains - recognized losses), taxable income as a C corporation, and NUBIG - gains taxed in earlier years
- Taxed amount = net recognized built-in gain - C corporation NOL and capital loss carryforwards
- Tax = 21% x taxed amount
How it works
Section 1374 taxes an S corporation that was a C corporation, or took assets from one, on built-in gain recognized during the recognition period of 5 years starting with the first day of the first S year. The rate is the highest corporate rate in section 11(b), which is 21 percent.
The taxed amount cannot exceed the taxable income the corporation would have as a C corporation, and total gain across the period cannot exceed the net unrealized built-in gain measured at conversion. When the taxable income limit is the lowest of the three, the excess is treated as recognized built-in gain in the next year (section 1374(d)(2)(B)). C corporation NOL and capital loss carryforwards offset the gain under section 1374(b)(2). Business credits, state taxes and the shareholder level tax on the same gain are not modeled.
Illustrative figures only. Check the result against your firm's methodology before relying on it.
Common questions
How long is the recognition period?
Five years beginning with the first day of the first taxable year as an S corporation.
Which rate applies?
The highest rate in section 11(b), which is 21 percent.
What caps the total gain taxed?
Gain across the recognition period cannot exceed the net unrealized built-in gain, less gains taxed in earlier years of the period.
Sources
- 26 U.S.C. 1374, Tax on certain built-in gains, Legal Information Institute
- 26 U.S.C. 11, Tax imposed, Legal Information Institute
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