Tracking Basis in Partnerships and S Corps

Why Basis Matters for Pass-Through Investors

Basis determines two critical outcomes for partners and S corporation shareholders: (1) the amount of losses you can currently deduct, and (2) the taxable gain or loss when you sell or receive distributions. Failing to track basis properly can result in disallowed loss deductions, unexpected taxable income on distributions, or incorrect gain calculations on exit.

The IRS does not track your basis for you. S corporation shareholders must now attach Form 7203 to their personal returns documenting basis calculations. Partnership basis tracking remains the taxpayer's responsibility.

Inside Basis vs Outside Basis

Inside Basis

Inside basis refers to the entity's tax basis in its assets. This is the partnership's or S corporation's basis in the property, equipment, inventory, and investments it owns.

Inside basis matters for:

• Depreciation calculations at the entity level
• Gain or loss when the entity sells assets
• Section 754 elections for partnerships (adjusting inside basis when interests are sold)

Investors do not directly control inside basis. It is determined by the entity's activities and is reported on the entity's tax return.

Outside Basis

Outside basis is your personal tax basis in your ownership interest. This is what you track as an investor.

Outside basis matters for:

• Deducting losses allocated to you (cannot deduct losses exceeding basis)
• Determining gain or loss when you sell your interest
• Tax treatment of cash distributions you receive

Outside basis starts with your initial investment and adjusts annually based on your share of income, losses, contributions, and distributions.

K-1 Reporting and Basis Adjustments

Partnership Basis Adjustments (Schedule K-1, Form 1065)

Your partnership outside basis increases for:

• Cash contributions you make to the partnership
• Property contributions (at your basis in the property)
• Your share of partnership income (ordinary income, capital gains, tax-exempt income)
• Your share of partnership liabilities (increases basis without cash outlay)

Your partnership outside basis decreases for:

• Cash distributions you receive
• Property distributions (at the partnership's basis in the property)
• Your share of partnership losses
• Your share of partnership nondeductible expenses
• Decreases in your share of liabilities

Key K-1 lines affecting basis:

• Line 1: Ordinary business income (loss) - increases/decreases basis
• Lines 2-3: Rental income and other net income
• Lines 4-10: Guaranteed payments, interest, dividends, capital gains
• Line 11: Section 179 deduction
• Lines 12-13: Other deductions and credits
• Line 19: Distributions
• Line K: Partner's share of liabilities

S Corporation Basis Adjustments (Schedule K-1, Form 1120-S)

S corporation basis works differently from partnerships. S corp shareholders do not get basis from entity-level debt.

Your S corporation stock basis increases for:

• Additional capital contributions
• Your share of separately stated income items
• Your share of nonseparately stated income

Your S corporation stock basis decreases for:

• Distributions (but not below zero)
• Your share of losses and deductions
• Your share of nondeductible expenses

If stock basis is reduced to zero, you may still have debt basis from loans you personally made to the corporation. Debt basis can absorb additional losses, but is restored before stock basis when income is allocated.

Key K-1 lines affecting basis:

• Line 1: Ordinary business income (loss)
• Lines 2-10: Rental income, interest, dividends, capital gains
• Line 11: Section 179 deduction
• Lines 12-13: Other deductions and credits
• Line 16: Items affecting shareholder basis (distributions, tax-exempt income)

Loss Limitation Rules Tied to Basis

The Ordering Rules

Losses flow through to you on the K-1, but you cannot always deduct them. Four limitations apply in this order:

1. Basis Limitation: Losses cannot exceed your outside basis in the entity
2. At-Risk Limitation: Losses cannot exceed amounts you have "at risk"
3. Passive Activity Limitation: Passive losses can only offset passive income
4. Excess Business Loss Limitation: Net business losses exceeding $305,000 (single) or $610,000 (MFJ) for 2024 are suspended

You must clear each hurdle before losses become deductible.

Basis Limitation Mechanics

If your allocated loss exceeds your outside basis, the excess is suspended and carried forward indefinitely. When your basis increases (through income allocation or contributions), suspended losses become deductible.

Example: Partnership Loss Exceeding Basis

Facts:

• Beginning outside basis: $25,000
• 2024 allocated loss: $40,000
• 2024 cash contribution: $5,000

Calculation:

• Basis before loss: $25,000 + $5,000 = $30,000
• Allocated loss: $40,000
• Deductible loss: $30,000 (limited to basis)
• Suspended loss: $10,000 (carried to 2025)
• Ending basis: $0

The $10,000 suspended loss carries forward. If the partnership allocates $15,000 income in 2025, basis increases to $15,000, and the $10,000 suspended loss becomes deductible.

At-Risk Limitation

Even if you have sufficient basis, you can only deduct losses to the extent you are "at risk." You are at risk for:

• Cash contributions
• Adjusted basis of property contributed
• Amounts borrowed for which you are personally liable
• Certain qualified nonrecourse financing (for real estate only)

You are not at risk for:

• Nonrecourse debt (unless qualified real estate financing)
• Guarantees of entity debt (until you actually pay)
• Loans from related parties with no genuine economic risk

Example: Basis vs At-Risk Difference

Facts:

• Capital contribution: $50,000
• Share of nonrecourse debt: $100,000 (not qualified real estate)
• Partnership basis: $150,000 ($50,000 + $100,000 liability share)
• At-risk amount: $50,000 (debt share does not count)
• Allocated loss: $75,000

Result:

• Loss passes basis test ($75,000 < $150,000)
• Loss fails at-risk test ($75,000 > $50,000)
• Deductible loss: $50,000
• Suspended under at-risk rules: $25,000

Worked Example: S Corporation Basis Tracking

Year 1 - Initial Investment

Sarah contributes $100,000 cash to purchase S corporation stock.

Beginning stock basis: $100,000

Year 1 Operations

K-1 reports:

• Line 1 Ordinary income: $20,000
• Line 5a Interest income: $2,000
• Line 16d Distributions: $15,000

Basis calculation:

• Beginning basis: $100,000
• Add: Ordinary income: +$20,000
• Add: Interest income: +$2,000
• Subtract: Distributions: -$15,000
• Ending stock basis: $107,000

Sarah's $15,000 distribution is tax-free (does not exceed basis).

Year 2 Operations

K-1 reports:

• Line 1 Ordinary loss: ($130,000)
• Line 16d Distributions: $10,000

Basis calculation:

• Beginning basis: $107,000
• Distributions first: -$10,000 = $97,000
• Available for loss deduction: $97,000
• Allocated loss: $130,000
• Deductible loss: $97,000
• Suspended loss: $33,000
• Ending stock basis: $0

Sarah can deduct $97,000 of the $130,000 loss. The remaining $33,000 is suspended until future income increases her basis.

Year 3 - Restoration

K-1 reports:

• Line 1 Ordinary income: $50,000

Basis calculation:

• Beginning basis: $0
• Add: Ordinary income: +$50,000
• Suspended loss from Year 2: -$33,000
• Ending stock basis: $17,000

The $33,000 suspended loss becomes deductible in Year 3 when basis is restored.

Common Basis Tracking Mistakes

Mistake #1: Not Tracking Basis Annually

Error: Waiting until sale to calculate basis by reconstructing years of transactions.

Consequence: Missing K-1s, forgotten contributions, or incorrect distribution records lead to overpaying tax on sale or underreporting gain.

Prevention: Update basis worksheet annually when you file your return. Attach the calculation to your tax records.

Mistake #2: Confusing Entity Debt with Personal Loans

Error: S corporation shareholder assumes their share of company's bank loan increases basis.

Consequence: Deducting losses against phantom basis, resulting in IRS adjustment, penalties, and interest.

Prevention: Only direct shareholder loans to the S corporation create debt basis. Guarantees do not count. Entity-level debt does not flow through to S corp shareholders (unlike partnerships).

Mistake #3: Ignoring Distribution Ordering

Error: Deducting allocated losses before accounting for distributions received in the same year.

Consequence: Incorrect current-year loss deduction, incorrect suspended loss carryforward.

Prevention: Apply distributions to reduce basis before calculating loss deductibility. For S corps, distributions come out of basis first.

Mistake #4: Forgetting Suspended Losses at Sale

Error: Selling partnership or S corp interest without claiming suspended loss carryforwards.

Consequence: Losing the tax benefit of losses you were never able to deduct.

Prevention: Review Form 6198 (at-risk limitations) and prior-year basis calculations before selling any interest.

Basis Tracking Checklist

Annual K-1 Processing:

• Record beginning basis from prior year
• Add income items from K-1 (Lines 1-10 for partnerships)
• Add any capital contributions made during year
• Add share of liability increases (partnerships only)
• Subtract distributions received (K-1 Line 19 or 16d)
• Subtract share of liability decreases (partnerships only)
• Calculate basis available for loss deduction
• Compare allocated losses to available basis
• Document any suspended losses for carryforward

S Corporation Shareholders:

• Complete Form 7203 (S Corporation Stock and Debt Basis Limitations)
• Track stock basis and debt basis separately
• Remember: Entity-level debt does not increase S corp basis

Partnership Investors:

• Obtain share of liabilities from K-1 Line K
• Recourse vs nonrecourse classification affects at-risk calculation
• Section 752 liability allocations can be complex; consult tax advisor for leveraged partnerships

At Sale or Dissolution:

• Calculate final basis including all suspended losses
• Suspended losses become deductible in year of complete disposition
• Report gain or loss (proceeds minus outside basis)
• File Form 8949 and Schedule D for capital gain/loss

Accurate basis tracking protects your ability to deduct losses, prevents unexpected tax on distributions, and ensures correct gain calculation when you exit the investment.