cancel
Showing results for 
Search instead for 
Did you mean: 
F18
Level 2

Transferring real estate from S Corp to LLC

Hello, 

Could someone please help me with how best record the following: 

Land was owned by an S corp, originally purchased for 300K. The owner started the process of building a machine shop and accumulated about 70K preconstruction costs ( capitalized, none of it deducted as the building was not yet placed in service). The land had a loan of 220K on it originally, with a 80K downpayment. 

 

Mid way through construction the property was transferred to the LLC set up for the property, there was no money exchanged. The title went to the LLC at the time when the construction loan closed and so the construction loan replaced the original loan on the land ( consolidated). The construction loan is with the LLC, so the SCorp no longer had the land, nor the note, by then paid down to 211K. 

 

At the time of the transfer the SCorp had accumulated about 70K capital expenses for architectural designs, permits, lot clearing, drainage, and other preconstruction costs. 

How would the sale  be recorded, how would this look on the balance sheet and what entries should be made since there was no money changing hands. LLC paid for minimal closing costs associated and for new title insurance. I am not sure how to best record this on either side. 

 

Thank you for any help! 

 

BL

1 Comment 1
john-pero
Community Champion

Transferring real estate from S Corp to LLC

The first thing I am going to tell you is to find a tax CPA if you do not have one already and ask her/him to review your situation. This may be more complicated than you think and doing the wrong things can have consequences. Even though the S-corp and the LLC are both pass-through entities they are each freestanding individual entities with their own tax consequences.

 

NOTE: I AM NOT a CPA, only an experienced accountant, and free advice is worth exactly what you pay for it, BUT

On the surface what I see is that since the ONLY monetary transaction between the S-Corp and the LLC is the assumption of debt then that assumption of debt is the selling price.  The S-corp takes a loss, essentially of their down payment plus principal paid and capital improvements and the LLC acquires the property for $211,000.  Unless you can otherwise transfer purchase money into the S-corp from the LLC or S-corp shareholders to set a higher price then it is what it is.

 

You cannot transfer for more than the total of dollars and any other remuneration of goods/services than what actually happens.

 

Purchase/sale price is $211k , S-corp was all in at $370,000 that is a capital loss of $159,000. LLC has an acquired basis due to only assuming debt of $211,000 plus closing costs.  

 

Good news is that since the S-corp is pass-through then this capital loss will be available on your 1040 for years to come against pass-through of the LLC.  Bad news is you are limited to $3000/year against ordinary income so you are looking at 50+ years to recoup.

Need to get in touch?

Contact us