Capital Gains and Losses and Built-In Gains (Schedule D)

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Instructions for Schedule D (Form 1120S)

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2007

Department of the Treasury
Internal Revenue Service

Instructions for Schedule D
(Form 1120S)
Capital Gains and Losses and Built-In Gains
Section references are to the Internal
Revenue Code unless otherwise noted.

General Instructions
Purpose of Schedule
Use Schedule D to report:
• Sales or exchanges of capital assets.
• Gains on distributions to
shareholders of appreciated capital
assets.
• Nonbusiness bad debts.
• Net recognized built-in gain as
defined in section 1374(d)(2). The
built-in gains tax is figured in Part III of
Schedule D.
Generally, report every sale or
exchange of a capital asset (including
like-kind exchanges) on this schedule
even if there is no gain or loss.

Other Forms the
Corporation May Have
To File
Use Form 4797, Sales of Business
Property, to report the following.
• The sale, exchange, or distribution of
property used in a trade or business.
• The sale, exchange, or distribution of
depreciable and amortizable property.
• The sale or other disposition of
securities or commodities held in
connection with a trading business, if
the corporation made a mark-to-market
election.
• The involuntary conversion (other
than from casualty or theft) of property
and capital assets held for business or
profit.
• The disposition of noncapital assets
other than inventory or property held
primarily for sale to customers in the
ordinary course of the corporation’s
trade or business.
Use Form 4684, Casualties and
Thefts, to report involuntary
conversions of property due to casualty
or theft.
Use Form 6781, Gains and Losses
From Section 1256 Contracts and
Straddles, to report gains and losses
from section 1256 contracts and
straddles.

Use Form 8824, Like-Kind
Exchanges, if the corporation made one
or more “like-kind” exchanges. A
like-kind exchange occurs when the
corporation exchanges business or
investment property for property of a
like kind. For exchanges of capital
assets, include the gain or (loss) from
Form 8824, if any, on line 3 or line 9.

Capital Assets
Each item of property the corporation
held (whether or not connected with its
trade or business) is a capital asset
except the following. See section
1221(a) for details.
• Stock in trade or other property
included in inventory or held mainly for
sale to customers. But see the Tip on
this page.
• Accounts or notes receivable
acquired in the ordinary course of the
trade or business for services rendered
or from the sale of stock in trade or
other property included in inventory or
held mainly for sale to customers.
• Depreciable or real property used in
the trade or business, even if it is fully
depreciated.
• Certain copyrights; literary, musical,
or artistic compositions; letters or
memoranda; or similar property. But
see the Tip on this page.
• U.S. Government publications,
including the Congressional Record,
that the corporation received from the
Government, other than by purchase at
the normal sales price, or that the
corporation got from another taxpayer
who had received it in a similar way, if
the corporation’s basis is determined by
reference to the previous owner’s basis.
• Certain commodities derivative
financial instruments held by a dealer.
• Certain hedging transactions entered
into in the normal course of the trade or
business.
• Supplies regularly used in the trade
or business.
You can elect to treat as capital

TIP assets certain musical
compositions or copyrights you
sold or exchanged. See Pub. 550 for
details.
Cat. No. 64419L

Items for Special
Treatment
Note. For more information, see Pub.
544, Sales and Other Dispositions of
Assets.
Loss from a sale or exchange
between the corporation and a
related person. Except for
distributions in complete liquidation of a
corporation, no loss is allowed from the
sale or exchange of property between
the corporation and certain related
persons. See section 267.
Loss from a wash sale. The
corporation cannot deduct a loss from a
wash sale of stock or securities
(including contracts or options to
acquire or sell stock or securities)
unless the corporation is a dealer in
stock or securities and the loss was
sustained in a transaction made in the
ordinary course of the corporation’s
trade or business. A wash sale occurs if
the corporation acquires (by purchase
or exchange), or has a contract or
option to acquire, substantially identical
stock or securities within 30 days
before or after the date of the sale or
exchange. See section 1091.
Gain on distributions of appreciated
property. Generally, gain (but not
loss) is recognized on a nonliquidating
distribution of appreciated property to
the extent that the property’s fair
market value exceeds its adjusted
basis. See section 311.
Gain or loss on distribution of
property in complete liquidation.
Generally, gain or loss is recognized on
property distributed in a complete
liquidation. Treat the property as if it
had been sold at its fair market value.
See section 336.
Gain or loss on certain short-term
federal, state, and municipal
obligations (other than tax-exempt
obligations). These obligations are
treated as capital assets in determining
gain or loss. On any gain realized, a
portion is treated as ordinary income
and any remaining balance as a
short-term capital gain. See section
1271(a)(3).

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Instructions for Schedule D (Form 1120S)

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Gain from installment sales. If the
corporation sold property at a gain and
will receive a payment in a tax year
after the year of sale, it generally must
report the sale on the installment
method unless it elects not to.
However, the installment method may
not be used to report sales of stock or
securities traded on an established
securities market.
Use Form 6252, Installment Sale
Income, to report the sale on the
installment method. Also use Form
6252 to report any payment received
during the tax year from a sale made in
an earlier year that was reported on the
installment method. To elect out of the
installment method, report the full
amount of the gain on Schedule D for
the year of the sale on a return filed by
the due date (including extensions). If
the original return was filed on time
without making the election, the
corporation can make the election on
an amended return filed no later than 6
months after the original due date
(excluding extensions). Write “Filed
pursuant to section 301.9100-2” at the
top of the amended return.
Gain or loss on an option to buy or
sell property. See sections 1032 and
1234 for the rules that apply to a
purchaser or grantor of an option or a
securities futures contract (as defined in
section 1234B). See Pub. 550,
Investment Income and Expenses.
Gain or loss from a short sale of
property. Report the gain or loss to
the extent that the property used to
close the short sale is considered a
capital asset in the hands of the
taxpayer.
Loss from securities that are capital
assets that become worthless during
the year. Except for securities held by
a bank, treat the loss as a capital loss
as of the last day of the tax year. See
section 582 for the rules on the
treatment of securities held by a bank.
Nonrecognition of gain on sale of
stock to an employee stock
ownership plan (ESOP) or an eligible
cooperative. See section 1042 and
Temporary Regulations section
1.1042-1T for rules under which the
corporation can elect not to recognize
gain from the sale of certain stock to an
ESOP or an eligible cooperative.
Gain on disposition of market
discount bonds. See section 1276 for
rules on the disposition of market
discount bonds.
Nonbusiness bad debts. A
nonbusiness bad debt must be treated
as a short-term capital loss and can be
deducted only in the year the debt
becomes totally worthless. For each
bad debt, enter the name of the debtor
and “statement attached” in column (a)

of line 1 and the amount of the bad
debt as a loss in column (f). Attach a
statement of facts to support each bad
debt deduction.
Real estate subdivided for sale.
Certain lots or parcels that are part of a
tract of real estate subdivided for sale
may be treated as capital assets. See
section 1237.
Sale of a partnership interest. A sale
or other disposition of an interest in a
partnership owning unrealized
receivables or inventory items may
result in ordinary gain or loss. See Pub.
541, Partnerships.
Special rules for traders in
securities. Traders in securities are
engaged in the business of buying and
selling securities for their own account.
To be engaged in a business as a
trader in securities, the corporation:
• Must seek to profit from daily market
movements in the prices of securities
and not from dividends, interest, or
capital appreciation.
• Must be involved in a trading activity
that is substantial.
• Must carry on the activity with
continuity and regularity.
The following facts and
circumstances should be considered in
determining if a corporation’s activity is
a business.
• Typical holding periods for securities
bought and sold.
• The frequency and dollar amount of
the corporation’s trades during the year.
• The extent to which the shareholders
pursue the activity to produce income
for a livelihood.
• The amount of time devoted to the
activity.
Like an investor, a trader must report
each sale of securities (taking into
account commissions and any other
costs of acquiring or disposing of the
securities) on Schedule D or on an
attached statement containing all the
same information for each sale in a
similar format. However, if a trader
made the mark-to-market election (see
the Instructions for Form 4797), each
transaction is reported in Part II of Form
4797 instead of on Schedule D.
The limitation on investment interest
expense that applies to investors does
not apply to interest paid or incurred in
a trading business. A trader reports
interest expense and other expenses
(excluding commissions and other
costs of acquiring and disposing of
securities) from a trading business on
page 1 of Form 1120S.
A trader also may hold securities for
investment. The rules for investors
generally will apply to those securities.
If they apply, allocate interest and other
expenses between your trading
business and investment securities.

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Report investment interest expense on
line 12b of Schedule K and in box 12 of
Schedule K-1 using code G.
Gain from certain constructive
ownership transactions. Gain in
excess of the gain the corporation
would have recognized if it had held a
financial asset directly during the term
of a derivative contract must be treated
as ordinary income. See section 1260.
Gain on the constructive sale of
certain appreciated financial
positions. Generally, if the
corporation holds an appreciated
financial position in stock or certain
other interests, it may have to
recognize gain (but not loss) if it enters
into a constructive sale (such as a
“short sale against the box”). See Pub.
550.
Rollover of gain from qualified stock.
If the corporation sold qualified small
business stock (defined below) it held
for more than 6 months, it can
postpone gain if it purchased other
qualified small business stock during
the 60-day period that began on the
date of the sale. The corporation must
recognize gain to the extent the sale
proceeds exceed the cost of the
replacement stock. Reduce the basis of
the replacement stock by any
postponed gain.
If the corporation chooses to
postpone gain, report the entire gain
realized on the sale on line 1 or 7.
Directly below the line on which the
corporation reported the gain, enter in
column (a) “Section 1045 Rollover” and
enter the amount of the postponed gain
as a (loss) in column (f).
The corporation also must
separately state the amount of
CAUTION the gain rolled over on qualified
stock under section 1045 on Form
1120S, Schedule K, line 10, because
each shareholder must determine if he
or she qualifies for the rollover at the
shareholder level. Also, the corporation
must separately state on that line (and
not on Schedule D) any gain that could
qualify for the section 1045 rollover at
the shareholder level instead of the
corporate level (because a shareholder
was entitled to purchase replacement
stock). If the corporation had a gain on
qualified stock that could qualify for the
partial exclusion under section 1202,
report that gain on Schedule D, line 7
(and on Form 1120S, Schedule K, line
10).
To be qualified small business stock,
the stock must meet all of the following
tests.
• It must be stock in a C corporation.
• It must have been originally issued
after August 10, 1993.
• As of the date the stock was issued,
the corporation was a qualified small

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Instructions for Schedule D (Form 1120S)

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Instructions for Schedule D (Form 1120S)

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business. A qualified small business is
a domestic C corporation with total
gross assets of $50 million or less (a) at
all times after August 9, 1993, and
before the stock was issued, and (b)
immediately after the stock was issued.
Gross assets include those of any
predecessor of the corporation. All
corporations that are members of the
same parent-subsidiary controlled
group are treated as one corporation.
• The corporation must have acquired
the stock at its original issue (either
directly or through an underwriter),
either in exchange for money or other
property or as pay for services (other
than as an underwriter) to the
corporation. In certain cases, the
corporation may meet the test if it
acquired the stock from another person
who met this test (such as by gift or
inheritance) or through a conversion or
exchange of qualified small business
stock held by the corporation.
• During substantially all the time the
corporation held the stock:
1. The issuer was a C corporation,
2. At least 80% of the value of the
issuer’s assets were used in the active
conduct of one or more qualified
businesses (defined below), and
3. The issuing corporation was not a
foreign corporation, DISC, former DISC,
corporation that has made (or that has
a subsidiary that has made) a section
936 election, regulated investment
company, real estate investment trust,
REMIC, FASIT, or cooperative.
Note. A specialized small business
investment company (SSBIC) is treated
as having met test (2) above.
A qualified business is any business
other than the following.
• One involving services performed in
the fields of health, law, engineering,
architecture, accounting, actuarial
science, performing arts, consulting,
athletics, financial services, or
brokerage services.
• One whose principal asset is the
reputation or skill of one or more
employees.
• Any banking, insurance, financing,
leasing, investing, or similar business.
• Any farming business (including the
raising or harvesting of trees).
• Any business involving the
production of products for which
percentage depletion can be claimed.
• Any business of operating a hotel,
motel, restaurant, or similar business.
Exclusion of gain from DC Zone
assets. If the corporation sold or
exchanged a District of Columbia
Enterprise Zone (DC Zone) asset held
for more than 5 years, it can exclude
any qualified capital gain. The sale or
exchange of DC Zone capital assets
reported on Schedule D include:
Instructions for Schedule D (Form 1120S)

• Stock in a domestic corporation that
was a DC Zone business.
• Interest in a partnership that was a
DC Zone business.

Report the sale or exchange of
property used in the corporation’s DC
Zone business on Form 4797.
Gains not qualified for exclusion.
The following gains do not qualify for
the exclusion of gain from DC Zone
assets.
• Gain on the sale of an interest in a
partnership, which is a DC Zone
business, attributable to unrecaptured
section 1250 gain. See the instructions
for line 8c of Schedule K for information
on how to report unrecaptured section
1250 gain.
• Gain on the sale of an interest in a
partnership attributable to real property
or an intangible asset that is not an
integral part of a DC Zone business.
• Gain from a related-party transaction.
See Sales and Exchanges Between
Related Persons in chapter 2 of Pub.
544.
See Pub. 954, Tax Incentives for
Distressed Communities, and section
1400B for more details on DC Zone
assets and special rules.
How to report. Report the entire
gain realized from the sale or exchange
as the corporation otherwise would
without regard to the exclusion. On
Schedule D, line 7, enter “DC Zone
Asset” in column (a) and enter as a loss
in column (f) the amount of the
allowable exclusion.
Rollover of gain from empowerment
zone assets. If the corporation sold a
qualified empowerment zone asset held
for more than 1 year, it may be able to
elect to postpone part or all of the gain.
See Pub. 954 and section 1397B.
Exclusion of gain from qualified
community assets. If the corporation
sold or exchanged a qualified
community asset acquired after
December 31, 2001, and held for more
than 5 years, it may be able to exclude
any qualified capital gain. The exclusion
applies to an interest in, or property of,
certain renewal community businesses.
Qualified community asset. A
qualified community asset is any of the
following.
• Qualified community stock.
• Qualified community partnership
interest.
• Qualified community business
property.
Qualified capital gain. Qualified
capital gain is any gain recognized on
the sale or exchange of a qualified
community asset, but does not include
any of the following.
• Gain treated as ordinary income
under section 1245.

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• Section 1250 gain figured as if

section 1250 applied to all depreciation
rather than the additional depreciation.
• Gain attributable to real property, or
an intangible asset, that is not an
integral part of a renewal community
business.
• Gain from a related-party transaction.
See Sales and Exchanges Between
Related Persons in chapter 2 of Pub.
544.
See Pub. 954 and section 1400F for
more details and special rules.
How to report. Report the entire
gain realized from the sale or exchange
as the corporation otherwise would
without regard to the exclusion. On
Schedule D, line 7, enter “Qualified
Community Asset” in column (a) and
enter as a loss in column (f) the amount
of the allowable exclusion. If reporting
the sale directly on Schedule D, line 7,
use the line directly below the line on
which the corporation is reporting the
sale.
Collectibles (28%) rate gain or (loss).
Report any 28% gain or loss on line 8b
of Schedule K (and each shareholder’s
share in box 8b of Schedule K-1). A
collectibles gain or loss is any long-term
gain or deductible long-term loss from
the sale or exchange of a collectible
that is a capital asset.
Collectibles include works of art,
rugs, antiques, metals (such as gold,
silver, and platinum bullion), gems,
stamps, coins, alcoholic beverages,
and certain other tangible property.
Also include gain (but not loss) from
the sale or exchange of an interest in a
partnership or trust held more than 1
year and attributable to unrealized
appreciation of collectibles. See
Regulations section 1.1(h)-1. Also,
attach the statement required under
Regulations section 1.1(h)-1(e).

Specific Instructions
Parts I and II
In Part I, report the sale, exchange, or
distribution of capital assets held 1 year
or less. In Part II, report the sale,
exchange, or distribution of capital
assets held more than 1 year. Use the
trade dates for the dates of acquisition
and sale of stocks and bonds traded on
an exchange or over-the-counter
market.

Column (b). Date Acquired
The acquisition date for an asset the
corporation held on January 1, 2001,
for which it made an election to
recognize any gain on a deemed sale,
is the date of the deemed sale and
reacquisition.

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Instructions for Schedule D (Form 1120S)

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Column (e). Cost or Other
Basis
In general, the basis of property is its
cost. See section 1012 and the related
regulations. Special rules may apply to
the receipt of certain distributions with
respect to stock (section 301),
liquidation of another corporation (334),
transfer to another corporation (358),
transfer from a shareholder or
reorganization (362), bequest (1014),
contribution or gift (1015), tax-free
exchange (1031), involuntary
conversion (1033), certain asset
acquisitions (1060), or wash sale of
stock (1091). Attach an explanation if
the corporation uses a basis other than
actual cost of the property. See Pub.
551, Basis of Assets, for more details.
Before making an entry in column
(e), increase the cost or other basis by
any expense of sale, such as broker’s
fees, commissions, state and local
transfer taxes, and option premiums,
unless the net sales price was reported
in column (d).
If the corporation sold property in a
bargain sale to a charitable
organization, figure the adjusted basis
for determining gain from the sale by
dividing the amount realized by the fair
market value and multiplying that result
by the adjusted basis.
If the corporation elected to
recognize gain on an asset held on
January 1, 2001, its basis in the asset
is its closing market price or fair market
value, whichever applies, on the date of
the deemed sale and reacquisition,
whether the deemed sale resulted in a
gain or unallowed loss.
See section 852(f) for the treatment
of certain load charges incurred in
acquiring stock in a mutual fund (or
other regulated investment company)
with a reinvestment right.

Column (f). Gain or (Loss)
Make a separate entry in this column
for each transaction reported on lines 1
and 7 and any other line(s) that apply to
the corporation. For lines 1 and 7,
subtract the amount in column (e) from
the amount in column (d). Enter
negative amounts in parentheses.

Part III. Built-In Gains
Tax
Section 1374 provides for a tax on
built-in gains, without regard to when S
corporation status was elected, if the

corporation sold or exchanged an asset
acquired from a C corporation with a
basis determined by reference to its
basis (or the basis of any other
property) in the hands of a C
corporation.
Line 14. Enter the amount that would
be the taxable income of the
corporation for the tax year if only
recognized built-in gains (including any
carryover of gain under section
1374(d)(2)(B)) and recognized built-in
losses were taken into account.
Section 1374(d)(3) defines a
recognized built-in gain as any gain
recognized during the recognition
period (the 10-year period beginning on
the first day of the first tax year for
which the corporation is an S
corporation, or beginning the date the
asset was acquired by the S
corporation, for an asset with a basis
determined by reference to its basis (or
the basis of any other property) in the
hands of a C corporation) on the sale or
distribution (disposition) of any asset,
except to the extent the corporation
establishes that:
• The asset was not held by the
corporation as of the beginning of the
first tax year the corporation was an S
corporation (except this does not apply
to an asset acquired by the S
corporation with a basis determined by
reference to its basis (or the basis of
any other property) in the hands of a C
corporation), or
• The gain exceeds the excess of the
fair market value of the asset as of the
start of the first tax year (or as of the
date the asset was acquired by the S
corporation, for an asset with a basis
determined by reference to its basis (or
the basis of any other property) in the
hands of a C corporation) over the
adjusted basis of the asset at that time.
Certain transactions involving the
disposal of timber, coal, or domestic
iron ore under section 631 are not
subject to the built-in gains tax. See
Rev. Rul. 2001-50, 2001-43 I.R.B. 343.
Section 1374(d)(4) defines a
recognized built-in loss as any loss
recognized during the recognition
period (defined above) on the
disposition of any asset to the extent
the corporation establishes that:
• The asset was held by the
corporation as of the beginning of the
first tax year the corporation was an S
corporation (except that this does not
apply to an asset acquired by the S

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corporation with a basis determined by
reference to its basis (or the basis of
any other property) in the hands of a C
corporation), and
• The loss does not exceed the excess
of the adjusted basis of the asset as of
the beginning of the first tax year (or as
of the date the asset was acquired by
the S corporation, for an asset with a
basis determined by reference to its
basis (or the basis of any other
property) in the hands of a C
corporation), over the fair market value
of the asset as of that time.
The corporation must show on an
attachment its total net recognized
built-in gain and list separately any
capital gain or loss and ordinary gain or
loss.
Line 15. Figure taxable income by
completing lines 1 through 28 of Form
1120. Follow the instructions for Form
1120. Enter the amount from line 28 of
Form 1120 on line 15 of Schedule D.
Attach to Schedule D the Form 1120
computation or other worksheet used to
figure taxable income.
Note. Taxable income is defined in
section 1375(b)(1)(B) and is generally
figured in the same manner as taxable
income for line 9 of the Excess Net
Passive Income Tax Worksheet for Line
22a in the Instructions for Form 1120S.
Line 16. If for any tax year the amount
on line 14 exceeds the taxable income
on line 15, the excess is treated as a
recognized built-in gain in the
succeeding tax year. This carryover
provision applies only in the case of an
S corporation that made its election to
be an S corporation after March 30,
1988. See section 1374(d)(2)(B).
Line 17. Enter the section 1374(b)(2)
deduction. Generally, this is any net
operating loss carryforward or capital
loss carryforward (to the extent of net
capital gain included in recognized
built-in gain for the tax year) arising in
tax years for which the corporation was
a C corporation. See section 1374(b)(2)
and Regulations section 1.1374-5.
Line 21. The built-in gains tax is
treated as a loss sustained by the
corporation during the same tax year.
Deduct the tax attributable to:
• Ordinary gain as a deduction for
taxes on Form 1120S, line 12.
• Short-term capital gain as short-term
capital loss on Schedule D, line 5.
• Long-term capital gain as long-term
capital loss on Schedule D, line 12.

Instructions for Schedule D (Form 1120S)