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The Global Insight

How is an S-corp taxed when sold?

Author

James Olson

Updated on March 12, 2026

Since an S-corp is a “pass-through” business, shareholders pay all of the taxes, not the firm itself. If the S-corp is sold, the company itself pays no taxes, even if the sale results in capital gains. (Remember that the IRS considers the sale of any corporation as the sale of its combined assets.)

Can an S-corp own 100% of an S-corp?

The answer to the question of “can an S corp own an S corp?” is yes, but it must own 100 percent of the shares of that S corp’s stock and treat it as a subsidiary. An S corporation is a corporation established by state law that has elected to be treated under Subchapter S by the IRS for tax purposes.

What’s the tax treatment of selling a s Corp?

Tax treatment for selling an S corporation will depend on whether the sale was a sale of all the stock or a sale of the assets of the business. Selling S corp shares generally generates capital gains, while asset sales can be capital gains or ordinary income depending on various factors.

What are the tax rules for selling a business?

Andersen Tax offers a more complete list of QSBS requirements . In case you’re wondering, the recent Tax Cuts and Jobs Act of 2017 did not alter QSBS rules, but the reduction of the federal corporate tax rate to 21% affects the magnitude of the QSBS benefit relative to a sale of assets.

Is there a tax exclusion on sale of C Corp stock?

In case you’re wondering, the recent Tax Cuts and Jobs Act of 2017 did not alter QSBS rules, but the reduction of the federal corporate tax rate to 21% affects the magnitude of the QSBS benefit relative to a sale of assets. It is my understanding that California’s Franchise Tax Board no longer allows an exclusion on the gain of QSBS.

Can A S corporation file a personal tax return?

The shareholders report the income and losses on their personal tax returns rather than on the corporate tax return, avoiding double taxation. A company can only file as an S corporation if there are 100 shareholders or fewer with only one class of stock.