
Closing an S Corporation can be a complex process, but breaking it down into steps can make it more manageable.
You'll need to file Form 966 with the IRS, which notifies them of your intention to liquidate the corporation.
A special meeting of shareholders is required to approve the dissolution, and a vote must be taken to confirm.
The corporation must then file Form 966 with the IRS, which notifies them of the liquidation.
Next, you'll need to file a final tax return (Form 1120S) with the IRS, reporting the corporation's final income and expenses.
You'll also need to pay any outstanding taxes and fees associated with the liquidation.
Closing an S-Corp
To close an S-Corp, you'll need to file a final tax return with the IRS. This is typically done within 3 months of closing the business, as mentioned in Example 2, which would be 7/31/2020 in that case.
You'll need to file Form 1120-S, U.S. Income Tax Return for an S Corporation, and mark the "Final Return" box on the top of the first page. You'll also need to report capital gains and losses on Schedule D (Form 1120-S) and check the "Final K-1" box on Schedule K-1.
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Here are the forms you may need to file with your final tax return:
- Form 4797, Sales of Business Property
- Form 8594, Asset Acquisition Statement
- Schedule SE (Form 1040), Self-Employment Tax
Remember to also file Form 966, Corporate Dissolution or Liquidation, if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock.
Paying Final Expenses
You'll often have final expenses related to shutting down an S corporation: charges for help from your attorney, invoices from the tax accountant, and so on.
These expenses can be a significant tax deduction, so you'll want to get them onto the final S corporation tax return.
You want to either pay these expenses before the year ends, which will automatically get them into the books and appear on the tax return. Or you'll need to come up with really good numbers for these final expenses so they can be accrued and added to the books and the tax return.
Missing $5,000 of final expenses and a $5,000 tax deduction is not something you want to happen.
Paying these expenses will give you a robust tax deduction, and it's worth taking the time to get it right.
Closing or Liquidation
You must file a final return for the year you close your business. To close your S-Corp, you'll need to file Articles of Dissolution with your state.
File a final corporate return within 3 months after closing, which means you have until 7/31/2020 if you're closing on 4/30/2020. You'll use either a 2019 form or a 2020 form, but the 2020 form might not be available online through Turbo Tax until the year 2020.
You'll need to mark the return as final and dispose of all assets and inventory. This includes paying back loans you made to the corporation as the 100% owner.
To file a final return, you'll need to report capital gains and losses on Schedule D (Form 1065 or Form 1120-S). You'll also need to check the "final return" box on the front page of the return.
Here's a list of forms you may need to file:
- Schedule C (Form 1040 or Form 1040-SR), Profit or Loss From Business
- Form 4797, Sales of Business Property
- Form 8594, Asset Acquisition Statement
- Schedule SE (Form 1040), Self-Employment Tax
- Form 1065, U.S. Return of Partnership Income
- Form 966, Corporate Dissolution or Liquidation
- Form 1120, U.S. Corporate Income Tax Return
- Form 1120-S, U.S. Income Tax Return for an S Corporation
You should also file your corporation's final income tax return, which includes checking the "final return" box on the front page of the return.
Dissolution Process
To shut down your S corporation legally, you need to file articles of dissolution with the secretary of state in the state where you formed the entity. This is a straightforward process that involves filling out a simple questionnaire and providing some general information about the dissolution.
You'll need to file a different form depending on the type of entity you used originally as the platform for your S corporation. For example, if you used a limited liability company, you'll use a different form than if you used a regular corporation.
In California, for instance, you can check out the dissolution form used for a California LLC, which is a pretty simple form to fill out. You'll just need to provide some basic information about the dissolution.
To let the IRS know that your business is dissolving, you'll need to take a separate process with them. This involves notifying the IRS that your business is closing, and you'll need to submit a form to let them know.
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Final Tax Obligations
You'll need to file a final tax return for your S corporation, and it's essential to get it right to avoid any issues with the IRS. The final return should report all the last expenses of winding down the business.
To file the final tax return, you'll need to mark the return as "final" and report capital gains and losses on Schedule D. You'll also need to check the "final K-1" box on Schedule K-1.
You'll also need to file Form 966, Corporate Dissolution or Liquidation, if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock.
One of the final expenses you'll need to consider is paying charges for help from your attorney, invoices from the tax accountant, and other related costs. You can either pay these before the year ends or come up with good numbers for these final expenses so they can be accrued and added to the books and the tax return.
Here are the forms you'll need to file with your final tax return:
- Schedule C (Form 1040 or Form 1040-SR), Profit or Loss From Business
- Form 4797, Sales of Business Property
- Form 8594, Asset Acquisition Statement
- Schedule SE (Form 1040), Self-Employment Tax
- Form 1065, U.S. Return of Partnership Income
- Form 1120, U.S. Corporate Income Tax Return
- Form 1120-S, U.S. Income Tax Return for an S Corporation
You'll also need to file your last payroll tax returns in a manner that indicates the S corporation has stopped paying wages, and prepare and send out the 1099s the S corporation owes independent contractors and the W-2s the S corporation owes employees.
S-Corp Closure: Accounting & Tax Steps
Closing an S corporation requires filing Form 966 with the IRS to notify them of the dissolution, which must be done within 30 days of the adoption of the plan of dissolution.
You'll also need to file a final corporate tax return, which is typically Form 1120S, even if the corporation has no income or assets.
As the S corporation's accounting and tax affairs are being wound down, you'll need to determine if any remaining assets will be distributed to shareholders or if they'll be liquidated to pay off creditors.
To ensure a smooth dissolution process, it's essential to keep accurate records of all financial transactions and asset distributions.
The IRS requires that S corporations distribute any remaining assets to shareholders in a manner consistent with the corporation's articles of incorporation and bylaws.
You may need to file additional forms, such as Form 1120, if the S corporation has any remaining tax liability or if it has made any tax payments in error.
In some cases, the S corporation's creditors may need to be notified of the dissolution and the plan for distributing assets.
The IRS may also require an S corporation to file a final employment tax return, Form 941, if it has any remaining employment tax liability.
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Asset Distribution
Asset distribution is a crucial step in closing a corporation. The operating agreement should provide guidance for distributing the remaining assets to any member(s).
You'll need to transfer any remaining company property to the member(s) once the company is closed. This is a critical step that ensures a smooth transition.
The operating agreement should outline the specific procedures for distributing assets, including any tax implications. This will help prevent any confusion or disputes among the members.
Transferring property owned by the company to the member(s) will not occur until the company is closed, so be sure to plan accordingly.
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IRS Procedures
To close your S-Corp with the IRS, you'll need to let them know your business is dissolving. You submitted Form 2553 to elect the subchapter S-Corporation election when you opened your business.
You'll need to follow a process with the IRS to notify them of the dissolution. This process involves informing the IRS that your business is closing.
You'll need to file a specific form with the IRS, but the article doesn't specify which form.
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Liquidation Options
You'll need to file a final corporate return when closing your S Corp. This is a requirement, so don't skip it.
To do this, you'll use a tax form, specifically a form that corresponds to the year you're closing in. If you're closing in 2020, you'll need a 2020 form. You can't use a 2019 form, as it's for the previous year.
The deadline for filing the final return is within 3 months after closing, which means you'll have some time to get it done. For example, if you're closing on 4/30/2020, the deadline would be 7/31/2020.
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Frequently Asked Questions
What is the 5 year rule for S Corp?
The 5-year rule for S Corp prohibits a corporation from making a new S election for 5 years after a valid election is terminated or revoked. This period starts with the tax year following the first year of the termination or revocation.
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