Except as provided in paragraph (2), each shareholder’s pro rata share of any item for any taxable year shall be the sum of the amounts determined with respect to the shareholder—
(A)by assigning an equal portion of such item to each day of the taxable year, and
(B)then by dividing that portion pro rata among the shares outstanding on such day.
(2) Election to terminate year
(A) In general
Under regulations prescribed by the Secretary, if any shareholder terminates the shareholder’s interest in the corporation during the taxable year and all affected shareholders and the corporation agree to the application of this paragraph, paragraph (1) shall be applied to the affected shareholders as if the taxable year consisted of 2 taxable years the first of which ends on the date of the termination.
(B) Affected shareholders
For purposes of subparagraph (A), the term “affected shareholders” means the shareholder whose interest is terminated and all shareholders to whom such shareholder has transferred shares during the taxable year. If such shareholder has transferred shares to the corporation, the term “affected shareholders” shall include all persons who are shareholders during the taxable year.
(b) Post-termination transition period
(1) In general
For purposes of this subchapter, the term “post-termination transition period” means—
(A)the period beginning on the day after the last day of the corporation’s last taxable year as an S corporation and ending on the later of—
(i)the day which is 1 year after such last day, or
(ii)the due date for filing the return for such last year as an S corporation (including extensions),
(B)the 120-day period beginning on the date of any determination pursuant to an audit of the taxpayer which follows the termination of the corporation’s election and which adjusts a subchapter S item of income, loss, or deduction of the corporation arising during the S period (as defined in section
(C)the 120-day period beginning on the date of a determination that the corporation’s election under section
1362(a) had terminated for a previous taxable year.
(2) Determination defined
For purposes of paragraph (1), the term “determination” means—
(A)a determination as defined in section
(B)an agreement between the corporation and the Secretary that the corporation failed to qualify as an S corporation.
(3) Special rules for audit related post-termination transition periods
(A) No application to carryovers
Paragraph (1)(B) shall not apply for purposes of section
(B) Limitation on application to distributions
Paragraph (1)(B) shall apply to a distribution described in section
1371(e) only to the extent that the amount of such distribution does not exceed the aggregate increase (if any) in the accumulated adjustments account (within the meaning of section
1368(e)) by reason of the adjustments referred to in such paragraph.
(c) Manner of making elections, etc.
Any election under this subchapter, and any revocation under section
1362(d)(1), shall be made in such manner as the Secretary shall by regulations prescribe.
A prior section
1377, added Pub. L. 85–866, title I, § 64(a),Sept. 2, 1958, 72 Stat. 1656; amended Pub. L. 94–455, title IX, § 902(b)(1), title XIX, § 1901(b)(32)(B)(iv),Oct. 4, 1976, 90 Stat. 1608, 1800, related to special rules applicable to earnings and profits of electing small business corporations, prior to the general revision of this subchapter by section 2 ofPub. L. 97–354.
1996—Subsec. (a)(2). Pub. L. 104–188, § 1306, reenacted heading without change and amended text generally. Prior to amendment, text read as follows: “Under regulations prescribed by the Secretary, if any shareholder terminates his interest in the corporation during the taxable year and all persons who are shareholders during the taxable year agree to the application of this paragraph, paragraph (1) shall be applied as if the taxable year consisted of 2 taxable years the first of which ends on the date of the termination.”
Subsec. (b)(1)(A) to (C). Pub. L. 104–188, § 1307(a), struck out “and” at end of subpar. (A)(ii), added subpar. (B), and redesignated former subpar. (B) as (C).
Subsec. (b)(2)(A) to (C). Pub. L. 104–188, § 1307(b), added subpar. (A), redesignated subpar. (C) as (B), and struck out former subpars. (A) and (B) which read as follows:
“(A) a court decision which becomes final,
“(B) a closing agreement, or”.
Effective Date of 2004 Amendment
Amendment by Pub. L. 108–311effective as if included in the provisions of the Small Business Job Protection Act of 1996, Pub. L. 104–188, to which such amendment relates, see section 407(c) ofPub. L. 108–311, set out as a note under section
401 of this title.
“(A) Notwithstanding section 1317 of the Small Business Job Protection Act of 1996 [Pub. L. 104–188, enacting provisions set out as notes under sections
1362 of this title], the amendments made by subsections (a) and (b) ofsection
1307 of such Act [amending this section] shall apply to determinations made after December 31, 1996.
“(B) In no event shall the 120-day period referred to in section 1377(b)(1)(B) of the Internal Revenue Code of 1986 (as added by such section
1307) expire before the end of the 120-day period beginning on the date of the enactment of this Act [Aug. 5, 1997].”
Amendment by Pub. L. 104–188applicable to taxable years beginning after Dec. 31, 1996, see section 1317(a) ofPub. L. 104–188, set out as a note under section
641 of this title.
Section applicable to taxable years beginning after Dec. 31, 1982, see section 6(a) ofPub. L. 97–354, set out as a note under section
1361 of this title.
The table below lists the classification updates, since Jan. 3, 2012, for this section. Updates to a broader range of sections may be found at the update page for containing chapter, title, etc.
The most recent Classification Table update that we have noticed was Tuesday, August 13, 2013
An empty table indicates that we see no relevant changes listed in the classification tables. If you suspect that our system may be missing something, please double-check with the Office of the Law Revision Counsel.
Description of Change
Statutes at Large
LII has no control over and does not endorse any external Internet site that contains links to or references LII.