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Frequently Asked Questions
Debt basis is created when a shareholder makes actual loans to the S corporation—not guarantees of third-party debt. The shareholder must have a direct economic outlay. Debt basis is separate from stock basis and follows different rules for restoration and ordering.
Accumulated Adjustments Account (AAA) tracks S corporation earnings that have been taxed but not distributed. Distributions come from AAA first (tax-free return of previously-taxed income), then from Accumulated E&P (if any, taxable as dividends), then from remaining stock basis.
Distributions are taxable when they exceed AAA (if there's accumulated E&P, that portion is a dividend) or when they exceed stock basis (capital gain). Most S corps without C corp history can distribute AAA tax-free until it exceeds shareholder basis, then it's capital gain.
Losses exceeding basis are suspended and carried forward indefinitely until the shareholder gets more basis (through income allocation or additional investment). The at-risk and passive activity rules may impose additional limitations even if basis exists.