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Has anyone dealt with their state's abandoned property laws when dissolving? I'm in a similar situation, and was told that if you can't repay all the shareholder loans, the unpaid portion might need to be reported as abandoned property to the state after dissolution. Seems crazy but my accountant mentioned it.
That doesn't sound right. Abandoned property laws typically apply to things like uncashed checks, unused gift cards, dormant bank accounts, etc. If you're formally forgiving a loan as part of a business dissolution, that's a documented transaction, not abandoned property. Sounds like your accountant might be confusing some concepts here.
One thing to consider that hasn't been mentioned yet is the timing of your dissolution. Since you have substantial outside basis ($135K) and are only getting $7K back, you'll have a significant capital loss. Make sure you understand the capital loss limitations - you can only deduct $3K per year against ordinary income, with the remainder carried forward. Given the size of your loss, this could take decades to fully utilize unless you have capital gains to offset it against. Also, regarding the debt vs. distribution question - since you're the sole shareholder, the tax result is essentially the same. However, from a documentation standpoint, I'd recommend treating the $7K as a partial loan repayment and then formally canceling the remaining debt. This creates a cleaner paper trail showing you attempted to collect what you could before forgiving the balance. Don't forget to file Form 966 within 30 days of adopting the plan of liquidation, and make sure your final 1120S properly reflects the debt cancellation income (even if excluded under Section 108) and the corresponding basis adjustments on your K-1.
This is exactly the kind of comprehensive advice I was looking for! The point about capital loss limitations is crucial - I hadn't fully considered that a $128K capital loss would take over 40 years to fully utilize at $3K per year unless I have offsetting gains. Your suggestion about treating the $7K as partial loan repayment makes sense from a documentation perspective. Should I prepare a formal debt forgiveness letter for the remaining balance, or is there a specific IRS form for canceling shareholder debt during dissolution? Also, when you mention Form 966 needs to be filed within 30 days of "adopting the plan of liquidation" - is that when I make the decision to dissolve, or when I file the actual dissolution paperwork with my state?
tbh ur better off faxing them. at least u know someone has to physically touch the paper eventually lol
Another trick that worked for me: try calling the business tax line at 1-800-829-4933 and ask them to transfer you to individual tax help. Sometimes they can bypass the main queue. Also downloaded the IRS2Go app which at least shows your refund status without having to call - might save you some frustration while you're waiting to get through!
Just wanted to add that the IRS actually does process paper Form 1065s much slower than electronic filings - typically 8-12 weeks versus 2-3 weeks for e-filed returns. So don't panic if you don't hear anything for a while after mailing. One tip I learned the hard way: make sure you sign and date the form in blue ink, not black. The IRS scanning equipment apparently has trouble distinguishing black ink signatures from photocopied signatures, which can delay processing. Also double-check that you've included Form 8832 if you're electing partnership tax treatment for your LLC - that's a common oversight that can cause headaches later. Good luck with your filing! Paper filing definitely works, it just takes patience.
Thanks for the blue ink tip! I had no idea that could be an issue. Quick question - when you mention Form 8832 for electing partnership treatment, is that required even if we already indicated partnership tax treatment when we got our EIN? We set up our LLC last year and I thought we already made that election with the IRS when we applied for our tax ID number.
Great question about Form 8832! If your LLC has more than one member (which yours does with 4 partners), the IRS automatically treats it as a partnership for tax purposes by default - no election needed. Form 8832 is only required if you want to elect a DIFFERENT tax treatment (like corporate taxation). So if you want partnership treatment (which is the default for multi-member LLCs), you don't need to file Form 8832 at all. You can just proceed with filing your Form 1065. The fact that you got an EIN doesn't constitute making any particular tax election - that's just getting a tax ID number. However, if you ever want to change your tax classification in the future (say, elect S-corp treatment), THEN you'd need to file Form 8832 or Form 2553. But for now, you're all set without any additional election forms!
Don't forget that the documentation matters as much as the classification! Regardless of whether you claim 50% or 100%, always record: 1. Who attended 2. Business purpose discussed 3. Date and location 4. Cost amount I learned this the hard way when I got a notice from the IRS questioning my meal deductions. Having a calendar invite showing "Board Meeting with Joe" wasn't enough. Now I take notes during meals and snap a pic of the receipt with my notes.
Does anyone use an app for tracking this? Writing notes on receipts seems so 1990s lol. There's gotta be a better way!
@Amina Sow I use Expensify for tracking meal expenses and it s'been a game changer! You can snap photos of receipts, add voice notes about the business purpose right after the meal, and it automatically pulls location data. Plus it integrates with most accounting software. The voice-to-text feature is perfect for quickly recording discussed "Q2 marketing strategy with board member Sarah while" it s'fresh in your mind. Way more efficient than handwritten notes and creates a digital paper trail that s'IRS-friendly.
Great question! As someone who's dealt with this exact scenario, the key distinction is employment status, not board membership. Board members who aren't on your W-2 payroll are generally limited to the 50% deduction, even if they're shareholders. However, there are a few nuances worth considering: 1. **Timing matters**: If the meal occurs during an official board meeting where you're providing food as part of the meeting (similar to providing refreshments), this could potentially be treated differently than a casual business lunch. 2. **Documentation is critical**: Keep detailed records showing the business purpose, attendees, topics discussed, and how it relates to your S-Corp operations. This becomes especially important if the IRS questions your deductions. 3. **Consider the bigger picture**: While you might be limited to 50% on these specific meals, make sure you're capturing all legitimate business meal expenses throughout the year - they add up quickly. One tip: If your board meetings involve multiple people (other board members, key employees), the dynamics of the deduction might change. But for one-on-one advisory meals with non-employee board members, 50% is typically the safe approach. Always consult with your tax professional for your specific situation, but this framework should help you categorize these expenses appropriately.
This is really helpful guidance! I'm curious about the "timing matters" point you mentioned regarding official board meetings. If I'm understanding correctly, would providing lunch during a formal quarterly board meeting be treated more favorably than taking a board member out to lunch to discuss the same topics? I'm wondering if the formal meeting structure itself changes the deduction rules, or if it's more about having proper documentation of the business purpose regardless of the setting.
Javier Cruz
Remember that the IRS looks at the "ordinary and necessary" standard for business deductions. Ask yourself: Is paying for a college degree an ordinary and necessary expense in your specific industry? For most businesses, general college tuition doesn't meet this test. The safest approach is to take business deductions only for targeted education that directly impacts your current business and take personal education credits for your degree program. Don't risk aggressive deductions that could trigger an audit!
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Emma Wilson
ā¢This "ordinary and necessary" standard trips up so many small business owners. I've seen people try to write off everything from general college degrees to language classes that weren't relevant to their actual business.
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Angelina Farar
Great discussion everyone! As someone who's been through this exact situation, I want to emphasize the importance of documentation if you do decide to deduct any education expenses. The IRS will want to see a clear business purpose for each course or program. I keep a detailed log showing how each class directly relates to my current business operations - not just vague connections, but specific skills I'm using in my work. For example, if I take a project management course, I document which client projects I'm applying those skills to and how it's improving my business performance. Also worth noting - even if some courses qualify as business deductions, you still need to be careful about how you categorize them. The IRS distinguishes between education that maintains/improves current skills versus education that qualifies you for a new trade. Make sure you're crystal clear about which category your expenses fall into before claiming any deductions.
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NeonNebula
ā¢This documentation approach is exactly what I needed to hear! I've been keeping pretty loose records, but your specific example about the project management course really shows how detailed I need to be. Do you have any recommendations for how to structure this documentation? Like should I keep a spreadsheet tracking each course, the business justification, and specific examples of how I'm applying the skills? I want to make sure I'm prepared if the IRS ever questions these deductions.
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