When incorporating an existing business (US sole proprietorship to S-Corp) and transferring assets + cash (consideration) in exchange for shares, how are assets handled that have been fully depreciated at the time of transfer?

My understanding is that the assets should be given a "Fair Value" and that should be represented on the stock ledger and in the first meeting minutes where it is indicated that shares were issued, however how is this recorded in the accounting system (specifically the assets), or is it?

1 Answer 1


Here's an article that may help.

If you have expensed the full cost of your business property using Section 179, your adjusted basis in the property is zero. When you convert your business property to an S-corp, the S-corp inherits your adjusted basis, which is still zero.

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