Skip to main content
Level 2
May 2, 2026
Question

S Corporation Earnings vs. C Corporation Losses in Liquidation

  • May 2, 2026
  • 1 reply
  • 1 view

The company operated as an S corporation through 2019 and converted to a C corporation in 2020. It has approximately $300,000 of undistributed earnings from its S corporation periods. Since the conversion, the C corporation has incurred losses, resulting in an accumulated deficit of approximately $200,000 as of the end of 2025.

The shareholder is planning to dissolve the corporation. The company’s only remaining asset is cash in the bank.

In the event of liquidation, would the taxable dividend amount be $100,000 (i.e., $300,000 less $200,000)?

1 reply

Accountant-Man
Level 13
May 3, 2026

I'm going to assume that the S corp was from the beginning.

If there was no income or loss as a C corp, just no activity, would the distribution of all the S corp AAA be a taxable dividend?

I don't think so, so why would any of the cash up to $300,000 be a dividend? The undistributed earnings were already taxed by the shareholders, right?

How much cash is in the bank?

** I'm still a champion... of the world! Even without The Lounge.
Sue81Author
Level 2
May 8, 2026

Thanks, Sunday!

The cash balance in the bank exceeds $100,000, which is sufficient for liquidation, and the company operated as an S corporation from inception.

My understanding is that the $300,000 of accumulated AAA may be trapped, since it was not distributed at the time of conversion from S to C corporation, and the Post-Termination Transition Period has long since expired.

When the company closes, will the remaining retained earning be added to the shareholder's basis to calculate capital gain? Which will be about $100,000 long-term capital gain.

Or the $300,000 will be taxed as qualified dividend income?  And report $200,000 long-term capital loss?

Accountant-Man
Level 13
May 12, 2026

Who is Sunday?

The trapping of the AAA and the rest of your comment is beyond my memory stream, sorry.

** I'm still a champion... of the world! Even without The Lounge.