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amoskovitz
Level 1

Best Practices for Return of Capital from Paid in Capital

I am not an accountant but would love some input on how to pay back Paid in Capital to my company.  I have made 2 investments into the Paid in Capital and never adjusted the Par Value of the stock for the second investment.  Thus, I am aware that technically there is a difference between Market Value and Par Value.  I own 100% of the stock and it was not an issue to adjust the Par Value.  (Could have been a mistake in my ignorance.)

 

Time has passed, and I would like to return the second investment and make payments under "Return of Capital" with the accounting type of "Equity".  I am looking for the best practices in doing this correctly for an accountant and to ensure that it makes sense if I am ever audited.  I do NOT want this to look like I am taking funds without taxes but rather that I am returning the equity invested and thus it is tax free income.

 

Any help or advise would be great!

 

1 Comment 1
Rustler
Level 15

Best Practices for Return of Capital from Paid in Capital

Getting tax advice from the net is iffy, your best bet is to get with a local tax accountant or enrolled agent.  But as I understand things ...

 

That is an interesting concept, return of capital, unfortunately it will not work.

from this page
https://www.taxlawforchb.com/2018/10/corporate-distribution-return-of-capital-or-capital-gain/

The Court of Appeals for the Ninth Circuit determined that a federal district court did not abuse its discretion in precluding Taxpayer’s “return-of-capital” defense.

The Taxpayer was charged with tax evasion. As part of his defense, he tried to establish that there was no tax deficiency because the money removed from his corporation represented a return of capital, or stock basis.

 

On another note, par value of the corporation stock is established when the stock is created, you do not adjust the par value. If it is set at $1 per share, then that is what it is, and you buy x-number of shares.

 

The corp, even if a sole shareholder, holds at the minimum an annual shareholders meeting, keeping written records, and votes on issuing a distribution (s-corp) or stock dividend (c-corp).. Easy vote if you are the only stockholder

 

A distribution in an s-corp is a return of capital, unless of course it exceeds your stock basis. An s-corp is a pass through entity like a partnership, so profit is reported on the form K-1 and included in your personal tax filing. From that point you can take it as a distribution.

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