Articles · S corporations
Basis is the number that decides two things: how much loss you can actually deduct, and whether a distribution comes out tax-free. Most owners have never seen theirs — and the equity figure in the books is usually not it.
Reviewed August 2026 · Mint Associates Ltd Co · Houston, Texas
Stock basis starts with what you put in, then moves every year with the items that pass through to you. One year, assuming statutory ordering and nothing unusual:
Ending basis $35,000. Note the order matters: income is added before distributions and losses are subtracted, and the sequence is statutory rather than a matter of preference.
Authority: IRC §§1366(d), 1367 and 1368; Form 7203 and its instructions; the IRS's S corporation stock and debt basis guidance. Form 7203 can be required in specified circumstances, which is one reason the schedule has to exist.
A distribution is not a deductible expense and it is not a substitute for wages. It reduces equity and it reduces stock basis. Tax-free to the extent of basis — and then it stops being tax-free.
Within basis
$40,000 basis, $25,000 distribution
Basic result: a $25,000 basis reduction, leaving $15,000. No income to report on the distribution itself.
Beyond basis
Distribution exceeds remaining basis
The excess can produce gain, subject to earnings-and-profits and other rules. Basis cannot go below zero — so the excess has to go somewhere, and it goes onto your personal return.
This is the surprise that lands in April: money the owner took during the year, already spent, turning up as taxable gain because basis had run out in month seven and nobody was tracking it.
Shareholders often assume guaranteeing the company's bank loan gives them basis. Usually it does not.
{{ m.n }}
{{ m.t }} {{ m.d }}The better approach
Maintain a basis schedule every year, even when no loss is claimed, and track distributions shareholder by shareholder rather than as one lump in equity. A basis schedule is cheap to keep current and expensive to reconstruct — and reconstruction is exactly what gets asked for at the worst moment.
Basis and reasonable compensation are the same conversation from two directions. Distributions used to avoid payroll create a compensation problem; distributions taken without watching basis create a gain problem. Owners frequently have both at once.
The bookkeeping is where it is either solved or created. If shareholder activity is posted to one undifferentiated equity account, nobody can answer the basis question at year end without rebuilding the year.
How we handle it
Contributions, distributions and loans get their own accounts from the start, so the schedule is a report rather than a research project — and so we can tell you in August that basis is running out, not in April that it ran out.
S corporation returnsEducational information, not individualized tax advice. Basis computations depend on your specific facts, entity classification and tax year, and statutory ordering rules and IRS instructions change. Confirm your own position with us before relying on it. Mint Associates does not provide legal services.
If the answer is no, that is the normal answer — and it is worth thirty minutes to find out before the next distribution.