I sold all my shares in an S-Corp business for a loss of $24,964. How do I report it. Also, do I still get a K-1 and need to report that?

[peterd-ca]

I had purchased 36,460 shares of an S-corp business for $25,000 back in September 2005.  Sold all shares December 31, 2016 for $36.46 (yes, a big loss).  There have been no distributions of profits over the years. I did not “materially participate” in the business.

Looking at my 2015 taxes, I see a Form 8849 and it seems this would go under “Long-term transactions not reported to you on Form 1099-B” (assuming 2016 uses the same form)?  Proceeds (d) would the $36.46 and cost basis (e) the $25k?  This right? 

Being I sold the business in 2016, do I still get and report the 2016 K-1 for the business in the 1040 schedule E?  Or because I sold during the year, I no longer report that?  Business made a loss, but has never gotten this form filled in on time, so having to file would most likely require me to file an extension.

[Rick19744]

So you have a number of things going on:

• You need to wait until you receive your final K-1 for 2016.  This may mean you will need to file an extension to file your return.
• You also should have been maintaining a basis schedule of your investment in the S corporation.
• Until you receive your final K-1 and update your basis schedule for this activity you cannot determine your overall gain or loss on this investment.
• Your basis at this point is not the $25,000 you initially contributed as you received K-1's over the years that impact your basis.  As noted in bullet #3, you cannot determine your gain or loss until you have an accurate basis schedule.https://www.irs.gov/businesses/small-businesses-self-employed/s-corporation-stock-and-debt-basis
• Once you have determined your basis in the S corporation and updated it for the final K-1 you will then report your gain or loss on Schedule D and the applicable form 8949.

[peterd-ca]

Rick19744 - thank you for your response.  If the K-1s reported enough loses that my basis would be negative, do I still report the sale at all? Looks like a negative basis would be the same as a 0 basis.

[Rick19744]

Actually you can't (or shouldn't) have negative basis.  Any losses that would cause your basis to go below zero should have been suspended since you are not at-risk.

If you did take losses in excess of your basis, the technically correct handling of this is you should pick up ordinary income to restore your basis to zero; and technically should amend the year in which this occurred.

Once your basis is determined (probably zero in your case) you now subtract your basis from any liquidating distribution.  In your case all liquidating distribution would be capital gain since you have no basis.  This would be reported on Schedule D and the applicable form 8949 as noted above.