When a shareholder of a corporation that has elected under Internal Revenue Code §1362 to be an S corporation is planning to sell the shareholder’s stock, the seller and the purchaser (or purchasers) should consider how items of income, gain, loss, deduction and credit of the corporation for the year of the sale will be allocated as between the selling shareholder and the purchasers (collectively the “affected shareholders”), taking into account that all such items flow through to S corporation shareholders under the relevant Code provisions. If the selling shareholder’s stock is being redeemed by the corporation, all of the remaining shareholders will be affected by this allocation.

The focus of the brief summary of allocation possibilities below is on the choices available where the selling shareholder (sometimes referred to as the “terminating shareholder”) is transferring all of the shareholder’s stock, in a transaction that is not expected to result in the termination of the status of the corporation as an S corporation.