![]() ![]() Nonprofitįederal law requires nonprofits that are dissolving to distribute any remaining assets only to another tax-exempt organization. ![]() This tax treatment will continue during the process of closing up the business, meaning that each individual LLC member is responsible for reporting their share of distributed company assets and their share of the company’s gains or losses in its final tax period. LLC income is “pass-through” income to its shareholders, either as sole proprietorship income (the default when the LLC has just one member) or as partnership income. In other words, both the corporate entity and its shareholders must recognize gains or losses from dissolution. An S-Corp is subject to the same tax rules that apply to the distribution of C-Corp assets when it closes. ![]() However, these distribution rules do not apply to liquidating distributions. S-Corporations are normally “pass-through” entities for tax purposes, meaning that the company’s profits and losses are reported on individual shareholders’ tax returns. C-Corporations are subject to “double taxation,” meaning that the corporation itself is obligated to pay taxes on assets distributed to shareholders and the shareholders are taxed on resulting gains or losses on their individual income tax returns. Liquidating distributions to corporate shareholders from dissolving the business are taxed under IRC Section 331. If final taxes are owed, there are several ways to make those payments. The following summarizes, by business type, the tax implications of closing a business and will give you a general sense of your obligations. The tax effects of dissolving a business depend largely on the type of organization you are closing. What are the tax consequences of dissolving a business? ![]()
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