1368-1 (g) (2) (ii) provides that a corporation electing to split tax years must treat the tax year as separate ta-x years in making adjustments to the AAA, E&P and basis.
1, 1997, and makes an AAA bypass election for 1997.
Similarly, a buyer of S corporation stock might want the seller to exhaust his PTI account in the year of sale; an AAA bypass election for the portion of the tax year the seller owned the stock would be ideal, but not attainable.
35) The gain recognized would add to the corporation's AAA, either as part of the corporation's ordinary income or as a separately stated item.
1368-2 (c) provides a sensible rule that is overly constrained; the corporation must reduce its AAA by the FMV of the property distributed.
The total distribution exceeds the amount of the corporation's AAA properly allocable to it (Regs.
1368(e) (1) (A) and 1367(b) (2) (A) require the AAA to be reduced for any distribution not included in the shareholder's gross income.
1368-2(c) (1) would provide better guidance on the distribution of loss property if it merely stated that the corporation reduces the AAA by the FMV of the property distributed.
If a shareholder receives proceeds from an S corporation stock redemption, there may be little (if any) preference for exchange treatment, especially if the corporation has significant AAA and little or no AE&P.