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How do i record a buyout of an s-corp shareholder

caitlin
Level 1

I have an S-corp client with three shareholders.  One of them was bought out this year. The buyout is 50% cash and 50% note payable to the exiting shareholder. How do I report this transaction on 1120S?

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CMS_VA_CPA
Level 3

You have Treasury Stock for the purchase price (assuming your state allows Treasury stock) and a Note Payable for the amount owed.

You will also need to show the ownership change (ProSeries Professional has worksheets for this but I do not know about PTO).  The part year owner will get a K-1 for his/her ownership time based on pro-rated profit unless an election was made and specifically agreed to by stockholder to have K-1 based on actual profit for the days owned.

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CMS_VA_CPA
Level 3

You have Treasury Stock for the purchase price (assuming your state allows Treasury stock) and a Note Payable for the amount owed.

You will also need to show the ownership change (ProSeries Professional has worksheets for this but I do not know about PTO).  The part year owner will get a K-1 for his/her ownership time based on pro-rated profit unless an election was made and specifically agreed to by stockholder to have K-1 based on actual profit for the days owned.

sjrcpa
Level 15
And you'll need to reduce AAA by the departing shareholder's portion.

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itonewbie
Level 15
There is ownership change in PTO.
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sjrcpa
Level 15

Did the corporation buy out the shareholder?


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caitlin
Level 1
Yes, the company bought out the shareholder.
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Can someone expand - how does one reduce the AAA for the departing shareholder on the redemption.  AAA will be reduced by 1/3rd as 1/3rd owner redeeming his shares.  Any accounting required or only a reduction to the AAA account (note: AAA is not maintained on the S Corp. Books?  What Line is used on M2 to reflect the reduction. 

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The S Corporation was not a C Corporation ever.

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sjrcpa
Level 15

Other reductions


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jeanp
Level 1

What if a new shareholder bought the stock of the outgoing shareholder? 

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PhoebeRoberts
Level 11
Level 11

Then you should make a new post asking your question.