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                                                                                           Department of the Treasury
                                                                                           Internal Revenue Service
Instructions for Form 7203

(December 2021)
S Corporation Shareholder Stock and Debt Basis Limitations

Section references are to the Internal   Limitations on Losses,                          You must report on your 
Revenue Code unless otherwise noted.                                              !      return (if you are required to 
                                         Deductions, and Credits                  CAUTION
                                                                                         file one) any amount required 
Future Developments                      There are potential limitations on       to be included in gross income for it to 
For the latest information about         corporate losses that you can deduct     increase your basis.
developments related to Form 7203        on your return. These limitations and 
and its instructions, such as            the order in which you must apply        2. Basis is decreased (but not 
legislation enacted after they were      them are as follows: the basis           below zero) by (a) property 
published, go to IRS.gov/Form7203.       limitations, the at-risk limitations     distributions (including cash) made by 
                                         (Form 6198), the passive activity loss   the corporation reported on 
What's New                               limitations (Form 8582), and the         Schedule K-1 (Form 1120-S), box 16, 
Form 7203 and its separate               excess business loss limitations         code D, minus (b) the amount of such 
instructions are developed to replace    (Form 461). See the Shareholder's        distributions in excess of the basis in 
the 3-part Worksheet for Figuring a      Instructions for Schedule K-1 (Form      your stock.
Shareholder’s Stock and Debt Basis       1120-S) for details.                     3. Basis is decreased (but not 
and its related instructions formerly    Basis Limitations                        below zero) by (a) nondeductible 
found in the Shareholder's               Generally, the deduction for your        expenses, and (b) the depletion 
Instructions for Schedule K-1 (Form      share of aggregate losses and            deduction for any oil and gas property 
1120-S).                                 deductions reported on Schedule K-1      held by the corporation, but only to the 
                                         (Form 1120-S) is limited to the basis    extent your share of the property's 
General Instructions                     of your stock and loans from you to      adjusted basis exceeds that 
                                         the corporation. For details and         deduction.
Purpose of Form                          exceptions, see section 1366(d). The     4. Basis is decreased (but not 
Use Form 7203 to figure potential        basis of your stock is generally figured below zero) by all losses and 
limitations of your share of the S       at the end of the corporation's tax      deductions reported on Schedule K-1 
corporation's deductions, credits, and   year. Any losses and deductions not      (Form 1120-S).
other items that can be deducted on      allowed this year because of the basis   You may elect to decrease your 
your return.                             limit can be carried forward             basis under (4) prior to decreasing 
                                         indefinitely and deducted in a later     your basis under (3). If you make this 
Who Must File                            year subject to the basis limit for that election, any amount described under 
Form 7203 is filed by S corporation      year.                                    (3) that exceeds the basis of your 
shareholders who:                        You are responsible for keeping the  stock and debt owed to you by the 
Are claiming a deduction for their     information needed to figure the basis   corporation is treated as an amount 
share of an aggregate loss from an S     of your stock in the corporation.        described under (3) for the following 
corporation (including an aggregate      Schedule K-1 (Form 1120-S) provides      tax year.
loss not allowed last year because of    information to help you figure your      To make the election, attach a 
basis limitations),                      stock basis at the end of each           statement to your timely filed original 
Received a non-dividend                corporate tax year. The basis of your    or amended return that states you 
distribution from an S corporation,      stock (generally, its cost) is adjusted  agree to the carryover rule of 
Disposed of stock in an S              annually as follows and, except as       Regulations section 1.1367-1(g) and 
corporation (whether or not gain is      noted, in the order listed. In addition, the name of the S corporation to 
recognized), or                          basis may be adjusted under other        which the rule applies. Once made, 
Received a loan repayment from an      provisions of the Internal Revenue       the election applies to the year for 
S corporation.                           Code. You should generally use this      which it is made and all future tax 
      It may be beneficial for           form to figure your aggregate stock      years for that S corporation, unless 
TIP   shareholders to complete and       and debt basis.                          the IRS agrees to revoke your 
      retain Form 7203 even for          1. Basis is increased by (a) all         election.
years it is not required to be filed, as income (including tax-exempt income) 
this will ensure their bases are         reported on Schedule K-1 (Form           The basis of each share of stock is 
consistently maintained year after       1120-S), and (b) the excess of the       increased or decreased (but not 
year.                                    deduction for depletion (other than oil  below zero) based on its pro rata 
                                         and gas depletion) over the basis of     share of the above adjustments. If the 
                                         the property subject to depletion.       total decreases in basis attributable to 
                                                                                  a share exceed that share's basis, the 
                                                                                  excess reduces (but not below zero) 
                                                                                  the remaining bases of all other 

Jan 18, 2022                                   Cat. No. 74861H



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shares of stock in proportion to the       Line 1. Enter your basis in the stock     1120-S) on line 3. Negative amounts 
remaining basis of each of those           of the S corporation at the beginning     (decreases to stock basis) are 
shares.                                    of the corporation’s tax year. Unless     entered in Part III.
Basis of loans. The basis of your          this is your initial year owning stock in Line 3i. Enter the amount of other 
loans to the corporation is generally      the S corporation, this amount should     income that increases basis.
the balance the corporation owes you,      be the same as your ending stock 
                                                                                     Under Notice 2020-69, increase 
adjusted for any reductions and            basis from the prior tax year.
                                                                                     stock basis under section 961(a) 
restorations of loan basis. See the        Stock basis can’t be less than zero.      when the U.S. shareholder has a 
instructions for box 16, code E, in the    Don’t include any basis from              subpart F inclusion (as defined in 
Shareholder's Instructions for             indebtedness on this line. Stock basis    section 959(a)(2)) or global intangible 
Schedule K-1 (Form 1120-S). Any            and debt basis must be figured            low-taxed income (GILTI) inclusion 
amounts described in (3) and (4),          separately. Debt basis is addressed in    amount (as defined in section 951A) 
earlier, not used to offset amounts in     Part II of this form.                     attributable to an S corporation-owned 
(1), earlier, or to reduce your stock                                                controlled foreign corporation (CFC).
basis, are used to reduce your loan        Line 2. Enter any additional 
basis (to the extent of such basis prior   contributions to the capital of the       Line 3j. Enter the amount by which 
to such reduction).                        S corporation or any additional           your cumulative depletion deduction 
                                           acquisitions of stock. Don’t include      exceeds your proportionate share of 
        When determining your basis        any loans to the S corporation.           basis in the property subject to 
  !     in loans to the corporation,       The basis of stock you purchased          depletion. See information reported in 
CAUTION remember that:
                                           is usually its cost.                      Schedule K-1 (Form 1120-S), box 15, 
                                                                                     using code C.
Distributions don't reduce loan          If you contributed property to the 
basis, and                                                                           For oil and gas depletion, don’t 
                                           S corporation in exchange for stock in 
Loans that a shareholder                                                           enter an amount. See the instructions 
                                           a section 351 transaction, your stock 
guarantees or co-signs aren't part of a                                              for line 8b for the decrease to basis.
                                           basis is generally figured by taking the 
shareholder's loan basis. 
                                           carryover basis of assets transferred     Line 3k. Enter the sum of the 
Shareholders only obtain basis from 
                                           to the corporation, less the liabilities  amounts from Schedule K-1 (Form 
acting as a guarantee or in a similar 
                                           assumed by the corporation. If the        1120-S), box 16, codes A and B.
capacity to the extent the shareholder 
                                           assumed liabilities exceed the 
makes a payment pursuant to the                                                              Basis isn’t increased by 
                                           adjusted tax basis of the contributed 
guarantee.                                                                           !       excluded discharge of 
                                           assets, see section 357(c). See           CAUTION
                                                                                             indebtedness income of the 
  See Regulations section                  section 358 for more information on 
                                                                                     S corporation under sections 108(a) 
1.1366-2(a) and section 1367 and its       the basis of stock received in a 
                                                                                     and 108(d)(7)(A).
regulations for more details.              section 351 transaction.
                                           The basis of inherited property is        The income reported on line 3 
                                           generally the fair market value (FMV)     should be reported on the appropriate 
Specific Instructions                      at the date of death or the alternate     areas of your return. See the 
        Stock block. When a                valuation date. See section 1014 and      Shareholder's Instructions for 
TIP     shareholder has a different        Regulations section 1.1014-4.             Schedule K-1 (Form 1120-S) for 
                                                                                     details.
        basis in different blocks of       The basis of stock acquired by gift 
stock, pass-through items are              is generally the basis of the stock in    Line 6. Enter the distributions 
generally allocated pro rata to all        the hands of the donor. There are         reported on Schedule K-1 (Form 
shares, regardless of their different      special rules if the FMV of the stock is  1120-S), box 16, code D. Don’t 
bases. If there is a partial stock sale or less than the donor’s adjusted basis.     include any Form 1099-DIV 
partial redemption, you may file more      See Regulations sections 1.1015-1,        distributions (dividend distributions 
than one form and provide a                1.1366-2(a)6), and 1.1366-2(a)(7).        from the accumulated earnings and 
description of what period the form        The basis for stock received as           profits while a C corporation) on this 
covers. See Regulations section            compensation is the FMV on the date       line.
1.1367-1(b)(2) and (c)(3) for details.     the compensation is included in           Note.  If the amount of the distribution 
                                           income. See Pub. 551 for details.         is more than the stock basis before 
Part I. Shareholder Stock                  Line 3. Enter on lines 3a through 3m      distributions, report the excess 
Basis                                      all separately figured and                amount as a capital gain on Form 
        Part I of Form 7203 addresses      non-separately figured items of           8949, Sales and Other Dispositions of 
                                           income from Schedule K-1 (Form            Capital Assets, and Schedule D. Don’t 
  !     adjustments to stock basis as      1120-S). See below for specific           increase your stock basis for the 
CAUTION provided under section 1367. 
Other code sections might also cause       instructions.                             amount of capital gain reported for the 
                                                                                     excess. See Nondividend 
a reduction in S corporation stock         Reminder.     Enter only positive         distributions in the Instructions for 
basis.                                     amounts from Schedule K-1 (Form           Form 8949.

                                                         -2-                     Instructions for Form 7203 (December 2021)



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                                           You must complete this section if          For open account debt, if the 
                                           you have personally loaned money to        repayments exceed the advances for 
        Leave lines 8a, 8b, and 8c         the corporation.                           the tax year, the net repayment should 
!       blank if you made an election                                                 be entered on line 19.
CAUTION under Regulations section          You must account for each formal 
1.1367-1(g). If an election was made,      note (notes with a written instrument)     Line 21. Enter the debt basis of your 
enter this information on line 13.         made to your S corporation by              loan(s) to the S corporation at the 
                                           entering it separately in its own          beginning of the corporation’s tax 
Line 8a. Enter the amount from             column. You can’t aggregate multiple       year.
Schedule K-1 (Form 1120-S), box 16,        loans into a single column. If you have    Line 22. Enter the amount from 
code C.                                    more than three loans, use additional      line 17 on line 22.
Line 8b. Enter the amount of oil and       copies of Part II.
                                                                                      Line 23. You have reduced debt 
gas depletion claimed on your              Loans made to the S corporation            basis if line 21 is less than line 16.
personal return up to your                 that aren’t evidenced by a written         Per section 1367(b)(2)(B), if debt 
proportionate share of basis in the        instrument are referred to as an open      basis has been reduced, it can only 
property subject to depletion. Any         account debt and aren’t separately         be restored with a net increase. The 
cumulative depletion in excess of your     tracked. If an open account debt has a     net increase is the amount by which 
proportionate share of basis in the        year-end balance of more than              the items that increase stock basis per 
property subject to depletion won’t        $25,000, it will be classified as a        section 1367(a)(1) (for example, 
reduce your basis.                         formal note at the beginning of the        income, tax-exempt income, and 
Don’t enter an amount for depletion        next tax year and must be separately       excess depletion) exceed the items 
not related to oil and gas property.       tracked.                                   that decrease stock basis per section 
Line 8c. Certain credits require the                Loans that a shareholder          1367(a)(2) (for example, losses, 
                                                                                      deductions, nondeductibles, 
reduction of both an S corporation's       !        guarantees or co-signs aren’t     nondividend distributions, etc.). See 
assets as well as the shareholder's        CAUTION  part of a shareholder’s loan 
stock basis. See sections 50(c)(1)         basis except to the extent the             Regulations section 1.1367-2(c)(1).
and (5) for details.                       shareholder makes a payment on the         The net increase is figured as 
Line 11. Use Part III to figure the total  loan guaranteed or co-signed.              follows:
allowable loss and deduction items                                                    Line 4
from stock basis. Enter the total from     Line 16. Enter the balance of each 
line 47, column (c). This amount can’t     loan to the S corporation at the           Minus line 6
exceed the amount on line 10.              beginning of the corporation’s tax year    Minus line 9
                                           in a separate column.                      Minus line 13 (as applicable)
Line 12. Use Part II to figure the debt 
basis restoration, if any. Enter the total Line 17. Enter any new loans made          Minus line 47(a)
from line 23.                              during the tax year and evidenced by       Minus line 47(b)
                                           a formal note in a separate column. If 
                                                                                      If the net increase figured exceeds 
Line 13. Enter any other decreases         a formal note is refinanced, any 
                                                                                      the total reduction in debt basis 
to stock basis not accounted for on        increase should be entered on line 17 
                                                                                      (line 16 minus line 21), then the 
the lines above. This includes the         under the same column as the original 
                                                                                      restoration is limited to the amount 
reduction to basis for the sale or         loan.
                                                                                      needed to restore debt basis to the 
redemption of part of your stock. If an    Advances and repayments made               face of the loan.
election is made under Regulations         during the S corporation’s tax year on 
section 1.1367-1(g), enter the             an open account are netted at the                  If you have multiple debts, the 
amounts on this line as instructed on      close of the S corporation’s tax year to   !       net increase is applied first to 
line 8, including any prior year           determine the amount of any net            CAUTION restore the reduction of basis 
carryover amounts.                         advance or net repayment. See              in any debt repaid in the tax year to 
        If a portion of your stock is      Regulations section 1.1367-2(d)(2).        the extent necessary to offset any 
TIP     redeemed, sold, or otherwise       Enter any net advances on line 17          gain that would otherwise be realized. 
        disposed of during the year,       under the same column as the open          Any remaining net increase is applied 
attach two separate forms. Use the         account debt. If this is the first year of to each debt in proportion to its 
first to figure your stock basis at the    the open account debt, enter the net       reduced basis. See Regulations 
date of sale and the second to figure      advance in its own column on line 17.      section 1.1367-2(c)(2).

your stock and debt basis at year end.              Any debt that exceeded            Line 28. Enter the smaller of the 
                                                    $25,000 at the end of the prior 
Part II. Shareholder Debt                  CAUTION! year is treated as a formal       nondeductible expenses and oil and 
                                                                                      gas depletion deductions in excess of 
Basis                                      note for purposes of calculating the       stock basis (line 9 minus line 7) or 
                                           gain on loan repayment. See                line 27.
        If you have more than three        Regulations section 1.1367-2(a)(2)(ii).    Nondeductible expenses in excess 
TIP     loans, use additional copies of 
                                                                                      of stock and debt basis don’t carry 
        Part II. List the total sum of all Line 19. For a formal note, enter the 
                                                                                      forward (unless an election under 
loans on the first page only.              amount of principal repayment 
                                           specific to each loan.

Instructions for Form 7203 (December 2021)                   -3-



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Regulations section 1.1367-1(g) is                   of your stock and debt basis. When                                amount reported in column (c), 
made).                                               stock and debt basis is insufficient,                             line 47, can’t exceed the amount 
                                                     and there is more than one type of                                reported on line 10.
Line 30. Enter the amount from 
                                                     loss or deduction item that reduces 
line 47(d) in the total column on                                                                                      Column (d).           If line 29 is zero, skip 
                                                     basis, the amounts allowed as a loss 
line 30.                                                                                                               column (d).
                                                     or deduction are allocated on a pro 
         If you have more than one                   rata basis. See Regulations sections                                  If column (c), line 47, is less than 
!        loan to the corporation, any                1.1366-2(a)(4) and (5).                                           line 10, skip column (d).
CAUTION  allocated reduction is prorated                                                                                   If debt basis, as reported on 
to the loans based on the ratio that                     Loss and deductions in excess of                              line 29, is greater than column (a) plus 
each individual loan basis bears to the              basis are suspended and carried                                   column (b) minus column (c), line 47, 
aggregate bases of the loans. See                    forward indefinitely and the character                            enter column (a) plus column (b) 
Regulations section 1.1367-2(b)(3).                  of the loss and deduction items is                                minus column (c), in column (d) for 
                                                     retained.                                                         each line item. If debt basis, as 
Line 34. The character of the gain on                                                                                  reported on line 29, is less than 
                                                         Part III shows the pro rata 
repayment is dependent on whether                                                                                      column (a) plus column (b) minus 
                                                     allocation and tracks any loss or 
the debt is evidenced by a formal note                                                                                 column (c), line 47, enter the pro rata 
                                                     deduction carryforward.
or is an open account.                                                                                                 amount on the corresponding line in 
Debt evidenced by a formal note                      Column (a).           Enter the loss and                          column (d). The total allocation 
will result in capital gain, and should              deduction amounts for each item as                                amount reported in column (d), 
be reported on Form 8949 and                         reported on your Schedule K-1 (Form                               line 47, can’t exceed the amount 
Schedule D.                                          1120-S).                                                          reported on line 29.
Any open account debt (including                     Column (b).           Enter any loss or                               The allowable losses and 
debt referenced in Regulations                       deduction items disallowed due to                                 deductions from columns (c) and (d) 
section 1.1367-2(a)(2)(ii)) will result in           basis limitations in prior years that                             should be reported on the appropriate 
ordinary gain and should be reported                 were carried forward.                                             areas of your return (subject to any 
on Form 4797, Sales of Business                      Column (c).           If line 10 is zero, skip                    additional limitations).
Property.                                            column (c).                                                       Column (e).           If the sum of column (a) 
         Gain recognized on loan                         If stock basis, as reported on                                plus column (b) exceeds the sum of 
!        repayment doesn’t increase                  line 10, is greater than the sum of                               column (c) plus column (d), enter the 
CAUTION  basis.                                      column (a) and column (b), line 47,                               excess in column (e) for each line 
                                                     enter the sum of each line for column                             item. If you disposed of all your stock, 
Part III. Shareholder                                (a) plus column (b) in column (c). If                             see Regulations section 1.1366-2(a)
                                                     stock basis, as reported on line 10, is                           (6).
Allowable Loss and                                   less than the sum of column (a) and 
Deduction Items                                      column (b), line 47, enter the pro rata 
The corporate losses and other                       amount on the corresponding line in 
deduction items are limited to the sum               column (c). The total allocation 

Paperwork Reduction Act Notice.                We ask for the information on this form to carry out the Internal Revenue laws of the 
United States. You are required to give us the information. We need it to ensure that you are complying with these laws 
and to allow us to figure and collect the right amount of tax.
You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act 
unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be 
retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax 
returns and return information are confidential, as required by section 6103.
The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden 
for individual and exempt organization taxpayers filing this form is approved under OMB control number 1545-0074 and 
1545-0047 and is included in the estimates shown in the instructions for their individual and exempt organization tax 
return. The estimated burden for all other taxpayers who file this form is shown below.

Recordkeeping. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2 hr., 10 min.
Learning about the law or the form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           15 min.
Preparing and sending the form to the IRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1 hr., 21 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, 
we would be happy to hear from you. See the instructions for the tax return with which this form is filed.

                                                                                 -4-                         Instructions for Form 7203 (December 2021)






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