2017 S Corporation Tax Booklet California S Corporation Franchise or Income Tax Return

California S Corporation Franchise or Income Tax Return

References in these instructions are to the Internal Revenue Code (IRC) as of January 1, 2015, and to the California Revenue and Taxation Code (R&TC).

In general, for taxable years beginning on or after January 1, 2015, California law conforms to the Internal Revenue Code (IRC) as of January 1, 2015. However, there are continuing differences between California and federal law. When California conforms to federal tax law changes, we do not always adopt all of the changes made at the federal level. For more information, go to ftb.ca.gov and search for conformity. Additional information can be found in FTB Pub. 1001, Supplemental Guidelines to California Adjustments, the instructions for California Schedule CA (540 or 540NR), and the Business Entity tax booklets.

The instructions provided with California tax forms are a summary of California tax law and are only intended to aid taxpayers in preparing their state income tax returns. We include information that is most useful to the greatest number of taxpayers in the limited space available. It is not possible to include all requirements of the California Revenue and Taxation Code (R&TC) in the instructions. Taxpayers should not consider the instructions as authoritative law.

What’s New/Tax Law Changes

Principal Business Activity Codes

The Principal Business Activity Codes, located within these instructions, have been updated and revised to reflect updates to the North American Industry Classification System (NAICS).

College Access Tax Credit

For taxable years beginning on and after January 1, 2017, and before January 1, 2023, the College Access Tax Credit (CATC) is available to entities awarded the credit from the California Educational Facilities Authority (CEFA). The credit is 50% of the amount contributed by the taxpayer for the taxable year to the College Access Tax Credit Fund. The amount of the credit is allocated and certified by the CEFA. For more information, go to the CEFA website at treasurer.ca.gov and search for catc.

Federal Form 8975 and Schedule A (8975) Filing Requirement

California taxpayers whose taxable year begins on or after June 30, 2016, and who are required to file the federal forms listed below with the Internal Revenue Service (IRS), must also attach copies of these forms to the California tax return:

• Federal Form 8975, Country-by-Country Report
• Federal Schedule A (8975), Tax Jurisdiction and Constituent Entity Information

For additional information, refer to the Instructions for Form 8975, Revenue Procedure 2017-23, 2017-7 Internal Revenue Bulletin 915, and see General Information M, Penalties, and General Information V, Information Returns.

New Donated Fresh Fruits or Vegetables Credit

For taxable years beginning on or after January 1, 2017, and before January 1, 2022, qualified taxpayers may claim the New Donated Fresh Fruits or Vegetables Credit. This tax credit is for donations of fresh fruits or vegetables made to California food banks. The amount of the tax credit is 15% of the qualified value of the donated item, based on weighted average wholesale price. The credit may be claimed only on a timely filed original return. However, any credit not used in the taxable year may be carried forward up to seven years. For more information, get form FTB 3814, New Donated Fresh Fruits or Vegetables Credit.

Conformity

For updates regarding the federal acts, go to ftb.ca.gov and search for conformity.

Important Information

• The Franchise Tax Board (FTB) offers e-filing for the following entities:
  • Corporations filing Form 100S, California S Corporation Franchise or Income Tax Return, and certain accompanying forms and schedules.
  • Corporations filing Form 100X, Amended Corporation Franchise or Income Tax Return.

  Check with the software providers to see if they support business e-filing.

• For taxable years beginning on or after January 1, 2016, the extension period for filing an S corporation tax return has changed from seven months to six months. Get FTB Notice 2016-04 for more information.
• For taxable years beginning on or after January 1, 2014, California law requires any business entity that files an original or amended tax return that is prepared using tax preparation software to electronically file (e-file) their tax return with the FTB. For more information, go to ftb.ca.gov and search for business efile.
• Corporations can make payments online using Web Pay for Businesses. Corporations can make an immediate payment or schedule payments up to a year in advance. Go to ftb.ca.gov/pay.
• Corporations can use a Discover, MasterCard, Visa or American Express Card to pay business taxes. Go to officialpayments.com. Official Payments Corp. charges a convenience fee for using this service.
• Corporations can make an estimated tax or extension payment using tax preparation software. Check with the software provider to determine if they support Electronic Funds Withdrawal (EFW) for estimated tax or extension payments.
• If the S corporation made purchases from out-of-state or Internet sellers and owes California use tax the S corporation may report and pay the tax on their S Corporation Franchise or Income Tax Return.

  For taxable years beginning on or after January 1, 2015, if an S corporation includes use tax on its income tax return, payments and credits will be applied to use tax first, then towards franchise or income tax, interest, and penalties. For more information, see General Information EE, California Use Tax, and Specific Line Instructions.

• If the S corporation was involved in a reportable transaction, including a listed transaction, the S corporation may have a disclosure requirement. Attach federal Form 8886, Reportable Transaction Disclosure Statement, to the back of the California return along with any other supporting schedules. If this is the first time the reportable transaction is disclosed on the return, send a duplicate copy of federal Form 8886 to the address below:

  Mail

  Tax Shelter Filing
  ATSU 398 MS F385
  Franchise Tax Board
  PO Box 1673
  Rancho Cordova, CA
  95812-9900

  The FTB may impose penalties if the S corporation fails to file federal Form 8886, Form 8918, Material Advisor Disclosure Statement, or any other required information. A material advisor is required to provide a reportable transaction number to all taxpayers and material advisors for whom the material advisor acts as a material advisor. For more information, go to ftb.ca.gov and search for disclosure obligation.

• An S corporation that expects a net operating loss (NOL) in the 2018 taxable year, can file form FTB 3593, Extension of Time for Payment of Taxes by a Corporation Expecting a Net Operating Loss Carryback, to extend the time for payment of taxes for the immediately preceding 2017 taxable year. This includes extending the time for payment of a tax deficiency. The payment of tax that can be postponed cannot exceed the expected overpayment from the carryback of the NOL. For more information, get form FTB 3593.
• For taxable years beginning on or after July 1, 2015, taxpayers can exclude from gross income any amount received as a loan forgiveness, grant, credit, rebate, voucher, or other financial incentive issued by the California Residential Mitigation Program or the California Earthquake Authority to assist a residential property owner or occupant with expenses paid, or obligations incurred, for earthquake loss mitigation. See Specific Line Instructions for Form 100S, line 12, Other deductions, for more information.
• For taxable years beginning on or after January 1, 2014, the IRS allows corporations with at least $10 million but less than $50 million in total assets at tax year end to file Schedule M-1 (Form 1120S), Reconciliation of Income (Loss) per Books With Income (Loss) per Return, in place of Schedule M-3 (Form 1120S), Net Income (Loss) Reconciliation for S Corporations With Total Assets of $10 Million or More, Parts II and III. However, Schedule M-3 (Form 1120S), Part I, is required for these corporations. For California purposes, the S corporation must complete the California Schedule M-1.For more information, see the instructions for Schedule M-1, Reconciliation of Income (Loss) per Books With Income (Loss) per Return, in this booklet.
• The California legislature repealed and made changes to all of the Geographically Targeted Economic Development Area (G-TEDA) Tax Incentives. Enterprise Zones (EZ) and Local Agency Military Base Recovery Areas (LAMBRA) were repealed on January 1, 2014. The Targeted Tax Areas (TTA) and Manufacturing Enhancement Areas (MEA) both expired on December 31, 2012. Note: For employers engaged in a trade or business in a former EDA, the hiring credit can be generated for qualified employees hired on or before the date of expiration or repeal of the EDA for the full five-year period of the hiring credit. However, the hiring credit cannot be generated for any employees hired after the date of expiration or repeal of the EDA. For more information, get the applicable EDA booklet, or go to ftb.ca.gov and search for repeal tax incentives.
• For taxable years beginning on or after January 1, 2014, California requires taxpayers who exchange property located in California for like-kind property located outside of California, under IRC Section 1031, to file an annual information return with the FTB. For more information, get form FTB 3840, California Like-Kind Exchanges, or go to ftb.ca.gov and search for like kind.
• For taxable years beginning on or after January 1, 2014, an owner of all or part of a professional sports franchise will not be allowed a deduction for the amount of any fine or penalty paid or incurred, that was assessed or imposed by the professional sports league that includes that franchise. See Specific Line Instructions for Form 100S, line 7, Other additions, for more information.
• For taxable years beginning on or after January 1, 2014, and before January 1, 2019, taxpayers can exclude from gross income any amount received as a rebate, voucher, or other financial incentive issued by a local water agency or supplier for participation in a turf removal water conservation program. See Specific Line Instructions for Form 100S, line 12, Other deductions, for more information.
• For taxable years beginning on or after January 1, 2014, and before January 1, 2019, if the corporation recognizes Cancellation of Debt Income (CODI) for federal tax purposes under IRC Section 108(i), see Specific Line Instructions for Form 100S, line 12, Other deductions, for more information.
• For an NOL incurred in a taxable year beginning on or after January 1, 2015, the carryback amount is 100% of the NOL. For more information, see General Information X, Net Operating Loss or form FTB 3805Q, Net Operating Loss (NOL) Computation and NOL and Disaster Loss Limitations – Corporations, included in this booklet.
• R&TC Section 25128.7 requires all business income of an apportioning trade or business, other than an apportioning trade or business under R&TC Section 25128(b), to apportion its business income to California using the single-sales factor formula. For more information, get Schedule R, Apportionment and Allocation of Income, or go to ftb.ca.gov and search for single sales factor.
• R&TC Section 25136 requires all taxpayers to assign sales, other than sales of tangible personal property, using market assignment. For more information, get Schedule R or go to ftb.ca.gov and search for market assignment.
• Beginning on or after January 1, 2012, a type of corporation called a “benefit corporation” can be formed with the purpose of creating general public benefit, provided certain requirements are met. An existing corporation can become a “benefit corporation”, if certain procedures are followed. In addition, a “benefit corporation” can be created through a merger or reorganization, if certain requirements are met. For more information, see the Corporations Code, commencing with section 14600.
• Beginning on or after January 1, 2012, a type of corporation called a “flexible purpose corporation” could be formed, provided certain requirements were met. An existing corporation could merge or convert into a “flexible purpose corporation”, upon completion of certain requirements. A “flexible purpose corporation” must have a special purpose, which may include but is not limited to, charitable and public purpose activities that could be carried out by a nonprofit public benefit corporation. For more information, see the Corporations Code, commencing with section 2500.
• Effective January 1, 2015, all references to flexible purpose corporations were amended. All references to “flexible purpose corporations” in the Corporations Code are changed to “social purpose corporations,” although the requirements are substantially the same as prior law. Any flexible purpose corporation formed before January 1, 2015, may elect to amend its articles of incorporation to change its status to a “social purpose corporation.” If a flexible purpose corporation formed prior to January 1, 2015, does not amend its articles of incorporation to change its status, any reference to “social purpose corporation” in the Corporation Code is deemed a reference to a “flexible purpose corporation.” For more information, see the Corporations Code commencing with section 2500.
• R&TC Section 24343.2:
  • Disallows the deduction for payments made to a club that restricts membership or the use of its services or facilities on the basis of ancestry or any characteristic listed or defined in Section 11135 of the Government Code.
  • Excludes genetic information from the characteristics listed or defined in Section 11135 of the Government Code.
• “Gross receipts” means the gross amounts realized (the sum of money and the fair market value of other property or services received) on:
  • The sale or exchange of property,
  • The performance of services, or
  • The use of property or capital (including rents, royalties, interest, and dividends) in a transaction that produces business income, in which the income, gain, or loss is recognized (or would be recognized if the transaction were in the United States) under the IRC.

  Amounts realized on the sale or exchange of property shall not be reduced by the cost of goods sold or the basis of property sold. For a complete definition of “gross receipts,” refer to R&TC Section 25120(f).

• R&TC Section 25135(b) adopts the Finnigan rule in assigning sales from tangible personal property.

  For more information regarding “gross receipts” or “Finnigan rule,” get Schedule R or go to ftb.ca.gov and search for corporation law changes.

• For taxable years beginning on or after January 1, 2007, interest and dividends from intangible assets held in connection with a treasury function of the taxpayer’s unitary business, as well as the gross receipts and any overall net gain from the maturity, redemption, sale, exchange, or other disposition of these assets, are excluded from the sales factor. This exclusion encompasses the use of futures contracts and options contracts to hedge foreign currency fluctuations. See Cal. Code Regs., tit. 18 section 25137(c)(1)(D) for more information. For taxable years beginning on or after January 1, 2011, see R&TC Section 25120(f).
• Credits earned by members of a combined reporting group may be assigned to an affiliated corporation that is an eligible member of the same combined reporting group. Credits assigned may only be applied by the affiliated corporation against their tax liability. For more information, get form FTB 3544, Election to Assign Credit Within Combined Reporting Group, or form FTB 3544A, List of Assigned Credit Received and/or Claimed by Assignee, or go to ftb.ca.gov and search for credit assignment.
• Group nonresident returns may include:
  • Less than two nonresident individuals.
  • Nonresident individuals with more than $1 million of California taxable income.

  An additional 1% tax will be assessed on nonresident individuals who have California taxable income over $1 million. Get FTB Pub. 1067, Guidelines for Filing a Group Form 540NR, for more information.

• In general, the water’s-edge rules provide for an election out of worldwide combined reporting. By electing water’s-edge, a California taxpayer elects into a complex blend of state and federal tax concepts. See General Information T, Water’s Edge Reporting; refer to R&TC Sections 25110 and 25113; and get Form 100W, Corporation Tax Booklet – Water’s-Edge Filers, for more information.
• A C corporation is taxed on its earnings at regular corporate tax rates and the shareholders are then taxed on these earnings when they are distributed as dividends. For more information, get Form 100, Corporation Tax Booklet.
• S corporations are required to report withholding payments from the S corporation that are allocated to all shareholders, as well as payments withheld at source on nonresident shareholders. Report these withholding amounts on Schedule K-1 (100S), Shareholder’s Share of Income, Deductions, Credits, etc., and Schedule K (100S), S Corporation Shareholder’s Shares of Income, Deductions, Credits, etc.
• Use form FTB 3725, Assets Transferred from Corporation to Insurance Company, to report assets transferred from a parent corporation to an insurance company. Get form FTB 3725 for more information.
• California follows the revised federal instructions (with some exceptions) for reporting the sale, exchange or disposition of an asset for which an IRC Section 179 expense deduction was claimed in prior years by a partnership, limited liability company, or S corporation.

  S corporations should follow the instructions in federal Form 4797, Sales of Business Property, with the exception that the amount of gain on property subject to the IRC Section 179 recapture must be included in the S corporation’s taxable income for California purposes. See General Information FF, Property Subject To IRC Section 179 Recapture, and Specific Line Instructions for Form 100S, line 4, for more information.

  Shareholders should follow federal reporting requirements as detailed in federal Form 1120S, U.S. Income Tax Return for an S Corporation, and federal Form 4797 instructions.

• A shareholder’s pro-rata share of S corporation income is treated like a partner’s distributive share of partnership income. The items of income are characterized as if realized directly from the source from which realized by the corporation, then they are sourced according to the rule for each type of income. Valentino v. Franchise Tax Board (2001) 87 Cal. App. 4th 1284. Income from California sources is subject to California tax.
• In general, R&TC Section 17024.5 and Section 23051.5 state that federal elections made before a taxpayer becomes a California taxpayer are binding for California tax purposes.
• With certain limited exceptions, payers that are required to withhold and remit backup withholding to the IRS are also required to withhold and remit to the FTB on income sourced to California. If the S corporation (payee) has backup withholding, the S corporation (payee) must contact the FTB to provide a valid taxpayer identification number, before filing the tax return. Failure to provide a valid taxpayer identification number may result in a denial of the backup withholding credit. For more information, go to ftb.ca.gov and search for backup withholding.
• R&TC Section 18662 requires buyers to withhold income taxes when purchasing California real property from corporate sellers with no permanent place of business in California immediately after the transfer. Get FTB Pub. 1016, Real Estate Withholding Guidelines, for more information.

  Sellers of California real estate must attach a copy of Form 593, Real Estate Withholding Tax Statement, to their tax return as proof of withholding.

  If the corporation needs to verify withholding payments, the corporation may call Withholding Services and Compliance at 916-845-4900 or 888-792-4900.

• For transactions that require withholding, a seller of California real estate may elect an alternative to withholding 3 1/3% of the total sales price. The seller may elect an alternative withholding amount based on the maximum tax rate for individuals, corporations, or banks and financial corporations, as applied to the gain on the sale. The seller is required to certify under penalty of perjury the alternative withholding amount to the FTB. For more information, get FTB Pub. 1016.

California law conforms to federal law for the following:

• IRC Section 1245(b)(8) relating to amortizable Section 197 intangibles property disposed on or after January 1, 2010.
• The qualification requirements of S corporations and their shareholders.
• Disallowing the deduction for club membership fees and employee remuneration in excess of $1 million.
• Disallowing the deduction for lobbying expenses.
• Tax-exempt organizations may be shareholders in an S corporation.
• Family farm corporations with income over $25 million may defer tax on income that was a result of changes in accounting methods required of these corporations. For calendar year taxpayers, the suspense account for these deferrals must be recaptured starting with taxable years beginning on or after January 1, 1998. For fiscal year taxpayers, the suspense account must be recaptured starting in taxable years beginning after June 8, 1997, if the fiscal year taxpayer’s taxable year ends on or after December 31, 1997.
• For purposes of inventory accounting, an adjustment for shrinkage, based on an estimate, may be made. Taxpayers can voluntarily change their method of accounting if the method currently being used does not utilize estimates of inventory shrinkage and the taxpayer now would like to use that method.
• Required recognition of gain on certain appreciated financial positions in personal property.
• Securities traders and commodities traders are allowed to elect to use the mark-to-market accounting similar to what is currently required for securities dealers. Commodities would include only commodities of a kind that are dealt within the organized commodities exchange. An election to use the mark-to-market method for federal purposes is considered an election for state purposes and a separate election is not allowed.
• Limitation on exception for investment companies under IRC Section 351.
• If an Employee Stock Ownership Plan (ESOP) is an S corporation shareholder, items of income or loss of the S corporation that pass through to the ESOP are not treated as unrelated business taxable income (UBTI). Previously, such items were treated as UBTI.
• S corporations that establish and maintain ESOPs are not required to give participants the right to demand distributions in the form of employer securities, if the participants have the right to receive such distributions in cash.
• An IRC Section 338 election, relating to stock purchases treated as asset acquisitions, is treated as an election for state purposes. A separate election for state purposes is not allowed.
• Expansion of deduction for certain interest and premiums paid for company-owned life insurance.
• Modification of holding period applicable to dividends received deduction.
• Repeal of special installment sales rule for manufacturers of tangible personal property.
• Payment of estimated tax for closely held real estate investment trusts (REIT) and income and services provided by REIT subsidiaries.
• Reduce the compensation deduction for certain employers from $1 million to $500,000; and makes certain parachute payments nondeductible.

California law does not conform to federal law for the following:

• IRC Section 382(n) relating to special rule for certain ownership changes.
• IRC Section 199 relating to the domestic production activities deduction.
• The enhanced IRC Section 179 expensing election.
• The first-year depreciation deduction allowed for new luxury autos or certain passenger automobiles acquired and placed in service in 2010 through 2017.
• The qualified small business stock deferral and gain exclusions under IRC Section 1045 and IRC Section 1202.
• The IRS Notice 2008-83 relating to the treatment of deductions under IRC Section 382(h) following an ownership change.
• IRC Section 168(k) relating to the 50% bonus depreciation deduction for certain assets.
• The decreased holding period for built-in gains.
• The decreased estimated tax payments for certain small businesses.
• The treatment of the loss from the sale or exchange of certain preferred stock (of Fannie Mae or Freddie Mac).
• The additional first-year depreciation of certain qualified property placed in service after October 3, 2008, and the election to claim additional minimum tax credits in lieu of claiming the bonus depreciation.
• The percentage depletion deduction, which may not exceed 65% of the taxpayer’s taxable income, is restricted to 100% of the net income derived from the oil or gas well property.
• Exclusion from gross income of certain federal subsidies for prescription drug plans under IRC Section 139A.
• Certain environmental remediation expenditures that would otherwise be chargeable to capital accounts may be expensed and taken as a deduction in the year the expense was paid or incurred.
• Deduction for corporate donation of scientific property and computer technology.
• Decreased capital gains tax rate.
• Certain special tax rules relating to ESOPs will not apply with respect to S corporation stock held by the ESOP. These include rules relating to certain contributions to ESOPs, the deduction for dividends paid on employer securities, and the rollover of gain on the sale of stock to an ESOP. See IRC Sections 404(a)(9) and 404(k) for more information.
• The treatment of Subpart F income.

The above lists are not intended to be all-inclusive of the federal and state conformities and differences. For more information, refer to the R&TC.

Records Maintenance Requirements

Any taxpayer filing on a water’s-edge or worldwide basis is required to keep and maintain records and make the following available upon request:

• Any records needed to determine the correct treatment of items reported on the worldwide or water’s-edge combined report for purposes of determining the income attributable to California.
• Any records needed to determine the treatment of items as nonbusiness or business income.
• Any records needed to determine the apportionment factor.
• Documents and information needed to determine the attribution of income to the U.S. or foreign jurisdictions under Section 482, Sections under Subchapter N of Chapter 1, or other similar provisions of the IRC.

See R&TC Section 19141.6 and the related regulations for more information. An S corporation may be required to authorize an agent, through a Power of Attorney (POA), to act on its behalf in response to requests for information or records pursuant to R&TC Section 19504. For more information, go to ftb.ca.gov/poa.

The penalty for not maintaining the above required records is $10,000 for each taxable year for which the failure applies. In addition, if the failure continues for more than 90 days after the FTB notifies the S corporation of the failure, a penalty of $10,000 may be assessed for each additional 30 day period of continued failure. See General Information M, Penalties, for more information.

General Information

Form 100S is used if a corporation has elected to be a small business corporation (S corporation).

All federal S corporations subject to California laws must file Form 100S and pay the greater of the minimum franchise tax or the 1.5% income or franchise tax. The tax rate for financial S corporations is 3.5%.

The taxable income of the S corporation is calculated two different ways for two different purposes. First, it is calculated in the same manner as for C corporations, with certain modifications, for purposes of computing the 1.5% income or franchise tax. Second, it is calculated using federal rules for the pass through of income and deductions, etc. for purposes of pass through to the shareholders.

A corporation that makes a valid election to be treated as an S corporation is not allowed to be included in a combined report of a unitary group, except as provided by R&TC Section 23801(d)(1).

When Completing the Form 100S

• Use black or blue ink on the tax return sent to the FTB.
• Print name and address (in CAPITAL LETTERS).
• When a domestic S corporation files the first California tax return, the fiscal year beginning date must be the date the S corporation is incorporated.
• Round cents to the nearest whole dollar. For example, round $50.50 up to $51 or round $25.49 down to $25.
• Enter all types of payments (overpayment from prior year, estimated tax, nonresident tax, etc.) made for the 2017 taxable year on the applicable line.
• When making a payment with a check or money order, enclose but do not staple the payment to the front of the tax return.
• Assemble the corporation return in the following order: Form 100S, Schedule R, (if required), supporting schedules, a copy of federal return (if required), and form FTB 5806, Underpayment of Estimated Tax by Corporations, (if required). Do not use staples or other permanent bindings to assemble the tax return.

A. Franchise or Income Tax

Corporation Franchise Tax

Entities subject to the corporation minimum franchise tax include all S corporations that meet any of the following:

• Incorporated or organized in California.
• Qualified or registered to do business in California.
• Doing business in California, whether or not incorporated, organized, qualified, or registered under California law.

The minimum franchise tax must be paid by corporations incorporated in California or qualified or registered under California law whether the S corporation is active, inactive, not doing business, or operates at a loss. See General Information B, Tax Rate and Minimum Franchise Tax, for more information.

The measured franchise tax is imposed on S corporations doing business in California and is measured by the income of the current taxable year for the privilege of doing business in that taxable year.

A taxpayer is “doing business” if it actively engages in any transaction for the purpose of financial or pecuniary gain or profit in California or if any of the following conditions is satisfied:

• The taxpayer is organized or commercially domiciled in California.
• The sales, as defined in R&TC Section 25120(e) or (f), of the taxpayer in California, including sales by the taxpayer’s agents and independent contractors, exceed the lesser of $561,951 or 25% of the taxpayer’s total sales.
• The real property and tangible personal property of the taxpayer in California exceed the lesser of $56,195 or 25% of the taxpayer’s total real property and tangible personal property.
• The amount paid in California by the taxpayer for compensation, as defined in R&TC Section 25120(c), exceeds the lesser of $56,195 or 25% of the total compensation paid by the taxpayer.

In determining the amount of the taxpayer’s sales, property, and payroll for doing business purposes, include the taxpayer’s pro rata share of amounts from partnerships and S corporations. All S corporations complete Schedule K-1(100S), Table 2, Item C to report the shareholder’s distributive share of property, payroll and sales total within California. For more information, see R&TC Section 23101 or go to ftb.ca.gov and search for doing business.

An S corporation incorporated in California, but not doing business in this state, is not subject to the measured franchise tax. However, careful attention should be given to the term “doing business.” It is not necessary that the S corporation conducts business or engages in transactions within the state on a regular basis. Even an isolated transaction during the taxable year may be enough to cause the S corporation to be “doing business.”

Also, when an S corporation is either a general partner of a partnership or a member of a Limited Liability Company (LLC) that is “doing business” in California, the S corporation is also considered to be “doing business” in California.

Corporation Income Tax

The corporation income tax is imposed on all S corporations that derive income from sources within California but are not doing business in California.

For purposes of the corporation income tax, the term “corporation” is not limited to incorporated entities, but also includes the following:

• Associations.
• Massachusetts or business trusts.
• Real estate investment trusts.
• Other business entities classified as associations under Cal. Code Regs., tit. 18 sections 23038(b)-1 through 23038(b)-3.

B. Tax Rate and Minimum Franchise Tax

The following tax rates apply to S corporations subject to either the corporation franchise tax or the corporation income tax.

• S corporations: 1.5%
• Financial S corporations: 3.5%
• Built-in gains and excess net passive income: 8.84%

See R&TC Section 23186, General Information J, Built-In Gains, and General Information S, Excess Net Passive Investment Income, for more information.

Minimum Franchise Tax

All S corporations subject to the corporation franchise tax and any S corporation doing business in California must file Form 100S and pay at least the minimum franchise tax as required by law. The minimum franchise tax is $800 and must be paid whether the S corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months.

A corporation that incorporated or qualified through the California Secretary of State (SOS) to do business in California is not subject to the minimum franchise tax for its first taxable year and will compute its tax liability by multiplying its state net income by the appropriate tax rate. The corporation will become subject to minimum franchise tax beginning in its second taxable year. This does not apply to qualified Subchapter S subsidiaries or corporations that are not qualified by the California SOS, or reorganize solely to avoid payment of the minimum franchise tax.

There is no minimum franchise tax for the following entities:

• Corporations that are not incorporated in California, not qualified under the laws of California, and are not doing business in California even though they derive income from California sources. However, if corporations meet the sale, property, or payroll threshold for “doing business” under R&TC Section 23101(b), corporations may be subject to the minimum franchise tax. For more information regarding “doing business,” see General Information A, Franchise or Income Tax, refer to R&TC Section 23101(b); get FTB Pub. 1050, Application and Interpretation of Public Law 86-272; or FTB Pub. 1060, Guide for Corporations Starting Business in California.
• Corporations with no income other than qualified health care service plan income that is excluded from gross income under R&TC Section 24330 for the taxable year.
• Credit unions.
• Exempt homeowners’ associations.
• Exempt political organizations.
• Qualified non-profit farm cooperative associations.
• Exempt organizations.
• Corporations that are not incorporated under the laws of California; whose sole activities in California are engaging in convention and trade show activities for seven or fewer days during the taxable year; and do not derive more than $10,000 of gross income reportable to California during the taxable year. These S corporations are not “doing business” in California. For more information, get FTB Pub. 1060.
• Newly formed or qualified corporations filing an initial return.

Alternative Minimum Tax

S corporations are not subject to the alternative minimum tax.

Deployed Military Exemption

For taxable years beginning on or after January 1, 2010, and before January 1, 2018, an S corporation that is a small business solely owned by a deployed member of the United States Armed Forces shall not be subject to the minimum franchise tax if the owner is deployed during the taxable year and the S corporation operates at a loss or ceases operation. Corporations exempt from the minimum franchise tax should write “Deployed Military” in red ink in the top margin of the tax return.

For the purposes of this exemption:

1. “Deployed” means being called to active duty or active service during a period when the United States is engaged in combat or homeland defense. “Deployed” does not include either of the following:
   • Temporary duty for the sole purpose of training or processing.
   • A permanent change of station.
2. “Operates at a loss” means negative net income as defined in R&TC Section 24341.
3. “Small business” means a corporation with $250,000 or less of total income from all sources derived from or attributable to California.

C. Elections and Terminations

Elections

Corporations that elect federal S corporation status and have a California filing requirement are deemed to have made a California S election effective on the same date as the federal S election.

Terminations

Terminating the taxpayer’s federal S election simultaneously terminates its California S election.

If the taxpayer terminates its S corporation status, short-period returns are required for the S corporation short year and the C corporation short year, if applicable.

D. Accounting Period and Method

The taxable year of the S corporation must not be different from the taxable year used for federal purposes, unless initiated or approved by the FTB (R&TC Section 24632).

A change in accounting method requires consent from the FTB. However, an S corporation that obtains federal approval to change its accounting method, or that is permitted or required by federal law to make a change in its accounting method without prior approval, and does so, is deemed to have the FTB’s approval if: (1) the S corporation files a timely Form 100S consistent with the change for the first taxable year the change is effective for federal purposes; and (2) the change is consistent with California law. A copy of federal Form 3115, Application for Change in Accounting Method, and a copy of the federal consent to the change must be attached to Form 100S for the first taxable year the change becomes effective. Get FTB Notice 2000-8 for more information. The FTB may modify requested changes if the adjustments would distort income for California purposes.

California follows the provisions of Revenue Procedure 2016-29. Revenue Procedure 2016-29 updates the procedures for a change of accounting method involving previously unclaimed, but allowable depreciation or amortization deductions.

E. When to File

File Form 100S by the 15th day of the 3rd month after the close of the taxable year unless the return is for a short-period as required under R&TC Section 24634. Generally, the due date of a short-period return is the same as the due date of the federal short-period return. See R&TC Section 18601(c) for the due date of the short-period return.

When the due date falls on a weekend or holiday, the deadline to file and pay without penalty is extended to the next business day.

Due to the federal Emancipation Day holiday on April 16, 2018, tax returns filed and payments mailed or submitted on April 17, 2018, will be considered timely.

For information on final returns, see General Information O, Dissolution/Withdrawal, and General Information P, Ceasing Business.

If an S corporation converts during its taxable year to an LLC or limited partnership (LP) under state law, then generally two short-period California returns must be filed (one short-period return for the S corporation and another short-period return for the LLC or LP).

The corporate status and taxable year of the LLC or LP will not terminate and only a single return Form 100S is required if:

• the LLC or LP files a federal election to be classified as an association taxable as an S corporation effective as of the conversion date,
• the conversion otherwise qualifies as a reorganization under IRC Section 368(a)(1)(F), and
• the LLC or LP satisfies the statutory requirements to be an S corporation.

F. Extension of Time to File

If an S corporation cannot file its California tax return by the 15th day of the 3rd month after the close of the taxable year, it may file on or before the 15th day of the 9th month without filing a written request for an extension. Get FTB Notice 2016-04 for more information.

If the S corporation is suspended on or after the original due date, the automatic extension will not apply.

An automatic extension does not extend the time for payment. The full amount of tax must be paid by the original due date of Form 100S. If there is an unpaid tax liability on the original due date, complete form FTB 3539, Payment for Automatic Extension for Corporations and Exempt Organizations, included in this booklet, and send it with the payment by the original due date of the Form 100S.

If the S corporation expects an NOL in the 2018 taxable year, it can file form FTB 3593 to extend the time for payment of tax for the immediately preceding 2017 taxable year. Get form FTB 3593 for more information.

When the due date falls on a weekend or holiday, the deadline to file and pay without penalty is extended to the next business day.

Due to the federal Emancipation Day holiday on April 16, 2018, tax returns filed and payments mailed or submitted on April 17, 2018, will be considered timely.

If the S corporation must pay its tax liability electronically, all payments must be remitted by Electronic Fund Transfer (EFT), EFW, Web Pay, or credit card to avoid penalties. Do not send form FTB 3539.

G. Electronic Payments

Electronic Funds Transfer

Corporations or exempt organizations remitting an estimated tax payment or extension payment in excess of $20,000 or having a total tax liability in excess of $80,000 must remit all payments through EFT. Once a corporation meets the threshold, all subsequent payments regardless of amount, tax type, or taxable year must be remitted electronically to avoid the 10% non-compliance penalty. The first payment that would trigger the mandatory EFT requirement does not have to be made electronically. Corporations required to remit payments electronically may use EFW, Web Pay, or credit card and be considered in compliance with that requirement. The FTB notifies corporations or exempt organizations that are subject to this requirement. Those that do not meet these requirements may participate on a voluntary basis. If the corporation pays electronically, complete the form FTB 3539 worksheet for its records. Do not mail the payment voucher.

For more information, go to ftb.ca.gov/eft or call 916-845-4025.

Electronic Funds Withdrawal

S corporations can make an estimated tax or extension payment using tax preparation software. Check with the software provider to determine if they support EFW for estimated tax or extension payments.

Web Pay

Corporations can make payments online using Web Pay for Businesses. Corporations can make an immediate payment or schedule payments up to a year in advance. Go to ftb.ca.gov/pay.

Credit Card

Corporations can use Discover, MasterCard, Visa or American Express Card to pay business taxes. Go to officialpayments.com. Official Payments Corp. charges a convenience fee for using this service. Do not file form FTB 3539.

H. Where to File

Payments

If a tax is due and the corporation is not required to make the payment electronically (by EFT, EFW, Web Pay, or credit card):

• Mail Form 100S with payment to:

  Mail

  Franchise Tax Board
  PO Box 942857
  Sacramento, CA
  94257-0501

• e-Filed returns: Mail form FTB 3586, Payment Voucher for Corporations and Exempt Organizations e-filed Returns, with payment to:

  Mail

  Franchise Tax Board
  PO Box 942857
  Sacramento, CA
  94257-0531

Using black or blue ink, make the check or money order payable to the “Franchise Tax Board.” Write the California corporation number and “2017 Form 100S” on the check or money order.

Make all checks or money orders payable in U.S. dollars and drawn against a U.S. financial institution.

Do not attach a copy of the return with the balance due payment if the S corporation already filed/e-filed a return for the same taxable year.

Refunds

• Mail Form 100S requesting a refund to:

  Mail

  Franchise Tax Board
  PO Box 942857
  Sacramento, CA
  94257-0500

Return Without Payment or Paid Electronically

• Mail Form 100S without a payment or paid by EFT, EFW, Web Pay, or credit card to:

  Mail

  Franchise Tax Board
  PO Box 942857
  Sacramento, CA
  94257-0500

Private Delivery Services

California law conforms to federal law regarding the use of certain designated private delivery services to meet the “timely mailing as timely filing/paying” rule for tax returns and payments. See the instructions for federal Form 1120S for a list of designated delivery services. If a private delivery service is used, address the return to:

Mail

Franchise Tax Board
Sacramento, CA
95827

Private delivery services cannot deliver items to PO boxes. If using one of these services to mail any item to the FTB, do not use an FTB PO box.

I. Net Income Computation

The computation of net income from trade or business activities generally follows the determination of taxable income as provided in the IRC. However, there are differences that must be taken into account when completing Form 100S. There are two ways to complete Form 100S, the federal reconciliation method or the California computation method.

1. Federal Reconciliation Method
   1. Transfer the information from the federal Form 1120S, Page 1, to Form 100S, Side 4, Schedule F, Computation of Trade or Business Income, and attach a copy of the federal return with all supporting schedules.
   2. Enter the amount of federal ordinary income (loss) from trade or business activities before any NOL and special deductions on Form 100S, Side 1, line 1.
   3. Enter the state adjustments (including any adjustments necessary to report items not included in ordinary trade or business income or loss) on Form 100S, Side 1 and Side 2, line 2 through line 13, to arrive at net income (loss) after state adjustments, Side 2, line 14.
2. Schedule F – California Computation Method

   If the S corporation has no federal filing requirement, or if the S corporation maintains separate records for state purposes, complete Form 100S, Side 4, Schedule F, to determine state ordinary income. If ordinary income is computed under California laws, generally no state adjustments are necessary. Transfer the amount from Schedule F, line 22, to Form 100S, Side 1, line 1. Complete Form 100S, Side 1 and Side 2, line 2 through line 13, only if applicable.

See Specific Line Instructions for more information.

Regardless of the net income computation method used, the S corporation must attach any form, schedule, or supporting document referred to on the return, schedules, or forms filed with the FTB.

Substitution of Federal Schedules

S corporations may not substitute federal schedules for California schedules.

J. Built-In Gains

When a C corporation elects to be an S corporation, certain items of gain or loss recognized in S corporation years are subject to the C corporation 8.84% tax rate instead of the S corporation 1.5% tax rate (financial S corporations add 2%).

Built-In Gains Under Current IRC Section 1374

For those S corporations that made the initial federal S election after December 31, 1986, certain income items reported by the S corporation are taxed at 8.84% (or the financial C corporation tax rate). This provision applies for a period of ten years following the C corporation’s election to become an S corporation. The amount of built-in gain that is taxed at 8.84% (or the financial C corporation tax rate) is the excess of recognized built-in gains over recognized built-in losses, limited by taxable income as determined under IRC Section 1374(d)(2)(A). The following items are treated as built-in gains subject to this tax:

• Accounts receivable of cash basis taxpayers from C corporation years.
• Long-term contract deferred income from C corporation years.
• Deferred income from installment sales made in C corporation years.
• Recapture of depreciation from C corporation years.
• Income from unreplaced last-in, first-out (LIFO) inventory from C corporation years.
• Any other income item that is attributable to C corporation years.

These are just a few of the examples. This list is not intended to be all inclusive.

For Apportioning Corporations Only:

All recognized built-in gains and all recognized built-in losses are apportioned and allocated to California according to the current year Schedule R.

K. Estimated Tax

Every S corporation must pay estimated tax using Form 100-ES, Corporation Estimated Tax.

Corporations are required to pay the following percentages of the estimated tax liability during the taxable year:

• 30% for the first required installment
• 40% for the second required installment
• No estimated tax payment is required for the third installment
• 30% for the fourth required installment

For exceptions and prior year’s information, get Form 100-ES.

Estimated tax is generally due and payable in four installments as follows:

• The 1st payment is due on the 15th day of the 4th month of the taxable year. This payment may not be less than the minimum franchise tax plus QSub annual tax, if applicable.
• The 2nd, 3rd, and 4th installments are due and payable on the 15th day of the 6th, 9th, and 12th months, respectively, of the taxable year.

If no amount is due, do not mail Form 100-ES.

California law conforms to the federal expanded annualization periods for the computation of estimate payments. The applicable percentage for estimate basis is 100%.

Get the instructions for Form 100-ES for more information.

If the corporation must pay its tax liability electronically, all estimate payments due must be remitted by EFT, EFW, Web Pay, or credit card to avoid the EFT penalty. See General Information G, Electronic Payments, for more information.

L. New/Commencing S Corporations

An S corporation is required to pay measured tax instead of minimum tax for the first taxable year if the corporation incorporated or registered through the California SOS. For more information, see General Information B, Tax Rate and Minimum Franchise Tax, or get FTB Pub. 1060.

M. Penalties

Failure to File a Timely Return

Any corporation that fails to file Form 100S on or before the extended due date is assessed a delinquent filing penalty. The delinquent filing penalty is computed at 5% of the tax due, after allowing for timely payments, for every month that the return is late, up to a maximum of 25%. If the S corporation does not file its return by the extended due date, the automatic extension will not apply and the late filing penalty will be assessed from the original due date of the return. See R&TC Sections 19131 and 23772 for more information.

Unless failure is due to reasonable cause, a penalty will be assessed against the S corporation if it is required to file an S corporation return and one of the following occurs:

• The S corporation fails to file the tax return by the due date, including extensions.
• The S corporation files a return that fails to show all of the information required pursuant to R&TC Section 18601.

The amount of the penalty for each month, or part of a month (for a maximum of 12 months) that the failure continues, is $18 multiplied by the total number of shareholders in the S corporation during any part of the taxable year for which the return is due. See R&TC Section 19172.5 for more information.

Failure to Pay Total Tax by the Due Date

Any S corporation that fails to pay the total tax shown on Form 100S by the original due date is assessed a penalty. The penalty is 5% of the unpaid tax, plus 0.5% for each month, or part of the month (not to exceed 40 months) the tax remains unpaid. This penalty may not exceed 25% of the unpaid tax. See R&TC Section 19132 for more information.

The FTB may waive the late payment penalty based on reasonable cause. Reasonable cause is presumed when 90% of the tax shown on the return, but not less than minimum franchise tax if applicable, is paid by the original due date of the return. However, the imposition of interest is mandatory.

Corporations that meet the requirements for filing form FTB 3593 may extend the time for payment of taxes and are not subject to late payment penalties. For more information, get form FTB 3593.

If an S corporation is subject to both the penalty for failure to file a timely return and the penalty for failure to pay the total tax by the due date, a combination of the two penalties may be assessed, but the total will not exceed 25% of the unpaid tax.

Underpayment of Estimated Tax

Any S corporation that fails to pay, pays late, or underpays an installment of estimated tax is assessed a penalty. The penalty is a percentage of the underpayment of estimated tax for the period from the date the installment was due until the date it is paid, or until the original due date of the tax return, which ever is earlier. Get form FTB 5806 to determine both the amount of underpayment and the amount of penalty.

The underpayment of estimated tax penalty shall not apply to the extent the underpayment of an installment was created or increased by any provision of law that is chaptered during and operative for the taxable year of the underpayment.

See R&TC Sections 19142, 19144, 19145, 19147 through 19151, and 19161 for more information.

If the S corporation uses Exception B or Exception C on form FTB 5806 to compute or eliminate any of the required installments, form FTB 5806 must be attached to the back of Form 100S (after all schedules and federal return) and the box on Form 100S, Side 2, line 42b, should be checked.

Large Corporate Understatement Penalty (LCUP)

Corporations are subject to the LCUP for the understatement of tax if that understatement exceeds the greater of:

• $1 million, or
• 20% of the tax shown on an original or amended return filed on or before the original or extended due date of the return for the taxable year.

The amount of the penalty is equal to 20% of the understatement of tax. See R&TC Section 19138 for exceptions to the LCUP. For more information, go to ftb.ca.gov and search for lcup.

EFT Penalty

If the S corporation must pay its tax liability electronically, all payments must be remitted by EFT, EFW, Web Pay or credit card to avoid the penalty. The penalty is 10% of the amount not paid electronically. See R&TC Section 19011 and General Information G, Electronic Payments, for more information.

Information Reporting Penalties

U.S. corporations that have an ownership interest (directly or indirectly) in a foreign corporation and were required to file federal Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations; or federal Form 8975, Country-by-Country Report, and accompanying Schedule A (8975), Tax Jurisdiction and Constituent Entity Information with the federal return, must attach a copy(ies) to the California return. The penalty for failure to include a copy of federal Form(s) 5471, or federal Form 8975 and accompanying Schedule A (8975), as required, is $1,000 per required form for each year the failure occurs. The penalty will not be assessed if the copy of the information required to be filed with the IRS was not attached to the taxpayer’s original return and the taxpayer provides a copy of the form(s) within 90 days of request from the FTB and the taxpayer agrees to attach a copy(ies) of federal Form 5471 or federal Form 8975 and accompanying Schedule A (8975) to all original returns filed for subsequent years. See R&TC Section 19141.2 for more information.

Note: Foreign insurance companies that file as domestic companies are exempt from the requirement of filing federal Form 8975 and accompanying Schedule A (8975).

Certain domestic corporations that are 25% or more foreign-owned and foreign corporations engaged in a U.S. trade or business must attach a copy(ies) of the federal Form(s) 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, to Form 100S. The penalty for failing to include a copy of federal Form(s) 5472, as required, is $10,000 per required form for each year the failure occurs. See R&TC Section 19141.5 for more information.

If the S corporation does not file its Form 100S by the due date or extended due date, whichever is later, copy(ies) of federal Form(s) 5472 must still be filed on time or the penalty will be imposed. Attach a cover letter to the copy(ies) indicating the taxpayer’s name, California corporation number, and taxable year. Mail to the same address used for returns without payments. See General Information H, Where to File, for more information. When the S corporation files Form 100S, also attach copy(ies) of the federal Form(s) 5472.

Record Maintenance Penalty

The penalty for failure to maintain certain records is $10,000 for each taxable year for which the failure applies. In addition, if the failure continues for more than 90 days after the FTB notifies the S corporation of the failure, in general, a penalty of $10,000 may be assessed for each additional 30-day period of continued failure. There is no maximum amount of penalty that may be assessed.

See Records Maintenance Requirements on page 6 for a discussion of the records required to be maintained. See R&TC Section 19141.6 and the related regulations for more information.

Accuracy and Fraud Related Penalties

California conforms to IRC Sections 6662 through 6665 that authorize the imposition of an accuracy-related penalty equal to 20% of the related underpayment and the imposition of a fraud penalty equal to 75% of the related underpayment. See R&TC Section 19164 for more information.

California Secretary of State (SOS) Penalty

The California Corporations Code requires the FTB to assess a penalty for failure to file an annual Statement of Information with the California SOS. For more information, see R&TC Section 19141, or contact:

Mail

Secretary of State
Statement of Information Unit
Attention: Penalties
PO Box 944230
Sacramento, CA
94244-2300

Telephone: 916-657-5448

Other Penalties

Other penalties may be imposed for a payment returned for insufficient funds, foreign corporations operating while forfeited or without qualifying to do business in California, and domestic corporations operating while suspended in California. See R&TC Sections 19134 and 19135 for more information.

N. Interest

Interest is due and payable on any tax due if not paid by the original due date of Form 100S. Interest is also due on some penalties. The automatic extension of time to file Form 100S does not stop interest from accruing. California follows federal rules for the calculation of interest. Get FTB Pub. 1138, Business Entity Refund/Billing Information, for more information.

O. Dissolution/Withdrawal

The S corporation must fill in the applicable box on Form 100S, Side 1, Question A1, if dissolving, merging, or withdrawing. Enter the date the S corporation filed/will file the documents for dissolution with the California SOS.

The franchise tax for the period in which the S corporation formally dissolves or withdraws is measured by the income of the taxable year in which it ceased doing business in California, unless such income has already been taxed at the rate prescribed for the taxable year of dissolution or withdrawal.

An S corporation that is a successor to a corporation that commenced doing business in California before January 1, 1972, is allowed a credit that may be refunded in the year of dissolution or withdrawal. The amount of the refundable credit is the difference between the minimum franchise tax for the corporation’s first full 12 months of doing business and the total tax paid for the same period.

To claim this credit, enter the amount on Form 100S, Side 2, line 33. To the left of line 33, write “Dissolving/ Withdrawing” or include it according to your software’s instructions.

The tax return for the final taxable period is due on or before the 15th day of the 3rd full month after the month during which the S corporation withdrew or stops doing business in California.

Corporations are subject to income tax or franchise tax for the final taxable period. Corporations that file a final franchise tax return must pay at least the minimum franchise tax as specified in R&TC Section 23153.

The minimum franchise tax will not be assessed after the taxable year for which the final tax return is filed, if a corporation meets all of the following requirements:

• The corporation files a timely final franchise tax return for the preceding taxable year, including extension. The corporation must be in good standing to have an extension to file.
• The corporation did not do business in California after the final taxable year.
• The corporation files the appropriate documents for dissolution or surrender with the California SOS within 12 months of the timely filed final franchise tax return.

Get FTB Pub. 1038, Guide to Dissolve, Surrender, or Cancel a California Business Entity, for more information.

To get samples and forms for filing a dissolution, surrender, or merger agreement, go to sos.ca.gov and search for corporation dissolution. Or address your request to:

Mail

California Secretary of State
Business Entities Filing Unit
PO Box 944260
Sacramento, CA
94244-2600

Telephone: 916-657-5448

P. Ceasing Business

The tax for the final year in which the S corporation does business in California is determined according to or measured by its net income for the taxable year during which the S corporation ceased doing business. In any event, the tax for any taxable year shall not be less than the minimum franchise tax, if applicable. For more information, see R&TC Section 23151.1.

Unreported income on installment obligations, distribution of notes, and distribution of corporate assets (i.e. land, buildings) at a gain must be included in income in the year of cessation. There is no federal law counterpart regarding this issue. For more information, see R&TC Section 24672 and Section 24451.

A domestic or qualified S corporation will remain subject to the minimum franchise tax for each taxable year it is in existence until a certificate of dissolution (and certificate of winding up, if necessary), certificate of withdrawal, or certificate of surrender is filed with the California SOS. See General Information O, Dissolution/Withdrawal, R&TC Sections 23331 through 23333, and R&TC Section 23335 for more information.

Q. Suspension/Forfeiture

If an S corporation does not file Form 100S and/or does not pay any tax, penalty, or interest due, its powers, rights, and privileges may be suspended (in the case of a domestic S corporation) or forfeited (in the case of a foreign S corporation).

S corporations that operate while suspended or forfeited may be subject to a $2,000 penalty per taxable year, which is in addition to any tax, penalties, and interest already accrued. Also, any contracts entered into during suspension or forfeiture are voidable at the request of any party to the contract other than the suspended or forfeited corporation.

Such contracts will remain voidable and unenforceable unless the S corporation applies for relief from contract voidability and the FTB grants relief.

See R&TC Sections 19135, 19719, 23301, 23305.1, and 23305.2 for more information.

R. Apportionment of Income

S corporations with business income attributable to sources both within and outside of California are required to apportion such income. Use Schedule R to calculate the apportionment percentage. Be sure to answer Question P on Form 100S, Side 3. Attach the Schedule R behind Form 100S and prior to the supporting schedules.

R&TC Section 25128.7 requires all business income of an apportioning trade or business, other than an apportioning business under R&TC Section 25128(b), to apportion its business income using the single-sales factor formula.

R&TC Section 25136 requires all taxpayers to assign sales, other than sales of tangible personal property, using market assignment. For more information, see R&TC Section 25136 and Cal. Code Regs., tit. 18 section 25136-2, get Schedule R, or go to ftb.ca.gov and search for market assignment.

For more information, see R&TC Sections 25120 through 25136.1.

Combined Reports – A corporation that has made a valid election to be treated as an S corporation is generally not included in a combined report. However, in some cases, the FTB may use combined reporting methods to clearly reflect income of an S corporation. See R&TC Section 23801(d)(1).

S. Excess Net Passive Investment Income

In general, California R&TC Section 23811 conforms to IRC Section 1375. If an S corporation does not have excess net passive investment income for federal purposes, then the S corporation will not have excess net passive investment income for California purposes.

If at the close of the taxable year, an S corporation has undistributed earnings and profits from previous years as a C corporation and has passive investment income that represents more than 25% of total gross receipts, then the S corporation may be subject to tax on the excess net passive investment income at the rate of 8.84% (10.84% in the case of a financial corporation). See R&TC Section 23811 for more information.

If an S corporation has an 80% or greater ownership stake in a C corporation, dividends received from that C corporation are not treated as passive investment income, for purposes of IRC Sections 1362 and 1375, if the dividends are attributable to the earnings and profits of the C corporation derived from the active conduct of a trade or business.

T. Water’s-Edge Reporting

C corporations filing on a water’s-edge basis are required to use Form 100W, California Corporation Franchise or Income Tax Return – Water’s-Edge Filers, to file their California tax return. S corporations filing on water’s-edge basis use Form 100S to file their California tax return.

Taxpayers may elect to compute income attributable to California on the basis of a water’s-edge election. In general, affiliated foreign corporations are excluded from the combined report.

To make the water’s-edge election, an S corporation files Form 100-WE, Water’s-Edge Election. For the election to be valid for any taxable year, sign and attach Form 100-WE to the original timely filed Form 100S. Attach a copy of the signed Form 100-WE to all subsequent returns filed during the election period.

To be allowed to file on a water’s-edge basis, the S corporation must, among other things, do the following:

• File returns on a water’s-edge basis for a period of 84 months.
• Agree to business income treatment of dividends received from certain corporations.
• Consent to the taking of certain depositions and the acceptance of subpoenas duces tecum requiring the reasonable production of documents.

Get Form 100W Tax Booklet, for more information.

U. Amended Return

To correct or change a previously filed Form 100S, file the most current Form 100X. Using an incorrect form may delay processing of the amended return. File Form 100X within six months after the corporation filed an amended federal return or after the final federal determination, if the IRS examined and changed the corporation’s federal return.

V. Information Returns

Every S corporation engaged in a trade or business and making or receiving certain payments in the course of the trade or business is required to file information returns to report the amount of such payments.

Payments that must be reported include, but are not limited to the following:

• Payments exceeding $600 annually for compensation for services not subject to withholding, commissions, fees, prizes and awards, payments to independent contractors, rents, royalties, legal services whether or not the payee is incorporated, interest (such as interest charged for late payment), and pensions.
• Payments exceeding $10 annually for interest earned and dividends.
• All payment amounts made by a broker or barter exchange.
• All payment amounts for gross proceeds paid to an attorney whether or not the services are performed for the payer.
• Cash payments over $10,000 received in a trade or business.

See instructions for federal Forms 1099 (series), 1098, 5498, and W-2G; federal Publication 1220, Specifications for Electronic Filing of Forms 1097, 1098, 1099, 3921, 3922, 5498, and W-2G; and federal Form 8300, Report of Cash Payments Over $10,000 Received in a Trade or Business, for the applicable due dates.

Report payments to the FTB and the IRS using the appropriate federal form. Reports must be made for the calendar year.

California requires S corporations to report to the FTB interest paid on municipal bonds held by California taxpayers and issued by a state other than California, or a municipality other than a California municipality. Entities paying interest to California residents on these types of bonds are required to report interest payments aggregating $10 or more and paid after January 1, 2017. These information returns will be due by June 1, 2018. For more information, get form FTB 4800 MEO, Federally Tax Exempt Non-California Bond Interest and Interest-Dividend Payments Information Media Transmittal.

California conforms to the information reporting requirements imposed under IRC Sections 6038 through 6038D.

If the corporation files any of the following federal information returns, a copy of the federal return must be filed with California as well:

• Federal Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations
• Federal Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business
• Federal Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation
• Federal Form 8938, Statement of Specified Foreign Financial Assets
• Federal Form 8975, Country-by-Country Report*
• Schedule A (8975), Tax Jurisdiction and Constituent Entity Information*

* Foreign insurance companies that file as domestic companies are exempt from the requirement of filing federal Form 8975 and accompanying Schedule A (8975).

Attach a copy of each federal information return to the California tax return.

If these federal information returns are not provided, penalties may be imposed under R&TC Sections 19141.2 and 19141.5.

W. Signatures

Phone Number and Email Address

Include an officer’s phone number and email address in case the FTB needs to contact the corporation for information needed to process this return. By providing this information the FTB will be able to process the return or issue the refund faster.

Preparer Tax Identification Numbers (PTIN)

Tax preparers must provide their PTIN on the tax returns they prepare. Preparers who want a PTIN should go to the IRS website at irs.gov and search for ptin.

Paid Preparer Authorization

If the S corporation wants to allow the FTB to discuss its 2017 tax return with the paid preparer who signed it, check the “Yes” box in the signature area of the return. This authorization applies only to the individual whose signature appears in the “Paid Preparer’s Use Only” section of the return. It does not apply to the firm, if any, shown in that section.

If the “Yes” box is checked, the S corporation is authorizing the FTB to call the paid preparer to answer any questions that may arise during the processing of the tax return. The S corporation is also authorizing the paid preparer to:

• Give the FTB any information that is missing from the tax return.
• Call the FTB for information about the processing of the tax return or the status of any related refund or payments.
• Respond to certain FTB notices about math errors, offsets, and tax return preparation.

The S corporation is not authorizing the paid preparer to receive any refund check, bind the S corporation to anything (including any additional tax liability), or otherwise represent the S corporation before the FTB.

The authorization will automatically end no later than the due date (without regard to extensions) for filing the S corporation’s 2018 tax return. If the S corporation wants to expand the paid preparer’s authorization, go to ftb.ca.gov/poa. If the S corporation wants to revoke the authorization before it ends, notify the FTB in writing or call 800-852-5711.

Excess Net Passive Income and Income Tax Worksheet

1. Enter gross receipts for the taxable year (see IRC Section 1362(d)(3)(B) for gross receipts from the sale of capital assets)*.
2. Enter passive investment income as defined in IRC Section 1362(d)(3)(C)*
3. Enter 25% (.25) of line 1. If line 2 is less than line 3, the corporation is not liable for this tax
4. Excess passive investment income. Subtract line 3 from line 2
5. Enter expenses directly connected with the production of income on line 2. See IRC Section 1375(b)(2)*
6. Net passive income. Subtract line 5 from line 2
7. Divide the amount on line 4 by the amount on line 2
8. Excess of net passive income. Multiply line 6 by line 7. See instructions on line 11 below
9. Enter taxable income**
10. Enter the smaller of line 8 or line 9
11. Excess net passive income tax. Enter 8.84% (financial S corporations must use 10.84%) of line 10 here and on Form 100S, Side 2, line 28. (If an amount is entered here, go to line 8 above and carry the line 8 amount to Form 100S, Side 2, line 16).

*Income and expenses on line 1, line 2, and line 5 are from total operations for the taxable year. This includes applicable income and expenses from Form 100S, Side 1 and Side 2. See IRC Sections 1362(d)(3)(C) and 1375(b)(4) for exceptions regarding line 2 and line 5.

**Taxable income is defined in federal Treas. Regs. Section 1.1374-1A(d). Figure taxable income by completing line 1 through line 17 of Form 100, California Corporation Franchise or Income Tax Return. Clearly mark ‘’ENPI Taxable Income’’ on the Form 100 computation and attach it to Form 100S.

X. Net Operating Loss

NOLS incurred in taxable years beginning on or after January 1, 2013, are carried back to each of the preceding two taxable years. For an NOL incurred in a taxable year beginning on or after January 1, 2015, the carryback amount is 100% of the NOL.

The corporation computes the NOL carryback in Part III of form FTB 3805Q. For more information, get FTB Legal Ruling 2011-04 (see Situation 3).

The corporation claims the NOL carryback by amending their 2015 and/or 2016 tax return using Form 100X. Note: If the corporation will claim the NOL as a carryback in any of the previous two years, the corporation will first file the applicable 2017 tax return and attach the 2017 form FTB 3805Q (with Part III, NOL carryback completed) to the tax return. After the 2017 tax return is filed, the corporation will file the amended return for 2015 and/or 2016 to claim the NOL carryback deduction and provide the following explanation on Form 100X, Part V, line 2, Explanation of Changes: “2017 NOL carryback deduction.” Do not attach the 2017 form FTB 3805Q to the 2015 or 2016 amended return. Attaching form FTB 3805Q may delay processing of the amended return.

Any corporation entitled to a carryback period pursuant to IRC Section 172(b)(3) may elect to relinquish/waive the entire carryback period with respect to an NOL incurred in the 2017 taxable year. By making the election, the taxpayer is electing to carry an NOL forward instead of carrying it back to the previous two years. Once made, the election is irrevocable for such taxable year. To make the election, check the box in Part I under Election to Waive Carryback, of form FTB 3805Q and attach form FTB 3805Q to the tax return. For more information, see form FTB 3805Q included in this booklet and R&TC Section 24416.

R&TC Sections 24416 through 24416.7 and Section 25108 provide for NOL deductions incurred in the conduct of a trade or business.

R&TC Sections 24347.5 and 24347.11 through and 24347.13 provide the treatment for disaster losses incurred in an area declared by the President of the United States or the Governor of California as a disaster area. For taxable years beginning before January 1, 2014, if the disaster is declared by the Governor of California only, subsequent state legislation is required for the disaster provision to be activated.

For taxable years beginning on or after January 1, 2014, and before January 1, 2024, taxpayers may deduct a disaster loss sustained in any city, county, or city and county in California that is proclaimed by the Governor to be in a state of emergency. For these Governor-only declared disasters, subsequent state legislation is not required to activate the disaster loss provisions. See R&TC Section 24347.14 for more information.

Losses taken into account under the disaster provisions may not be included in computing regular NOL deductions.

For more information, see form FTB 3805Q included in this booklet; or get form FTB 3805Z, Enterprise Zone Deduction and Credit Summary; form FTB 3806, Los Angeles Revitalization Zone Net Operating Loss (NOL) Carryover Deduction; form FTB 3807, Local Agency Military Base Recovery Area Deduction and Credit Summary; or form FTB 3809, Targeted Tax Area Deduction and Credit Summary.

Y. At-Risk Rules

California S corporations are subject to IRC Section 465 relating to the at-risk rules. For more information, get federal Form 6198, At-Risk Limitations. Losses from passive activities are first subject to the at-risk rules and then to the passive activity rules.

Z. Passive Activity Loss Limitation

California S corporations generally follow IRC Section 469 and the regulations thereunder that allow losses from passive activities to be applied only against income from passive activities.

California differs from federal law in that rental real estate activities of taxpayers engaged in a real property business are still treated as a passive activity.

California law also differs from federal law in that the passive activity loss rules are applied at both the S corporation level and at the shareholder level. The passive activity loss rules must be applied in determining the net income of the S corporation that will be taxed using the 1.5% tax rate. Subsequent to the income and deductions passing through to the shareholders, the rules are again applied in determining the net income of the shareholder. Treatment at the shareholder level is the same as the federal treatment prior to January 1, 1994.

The passive activity loss rules apply to the S corporation as if it were an individual (i.e., losses from passive activities may not be used to offset other income, except for $25,000 in losses from rental real estate). However, when determining whether the S corporation materially participates in the activity, the material participation rules that apply to a “closely held C corporation” should be applied to the S corporation. For more information, see IRC Section 469(h)(4).

S corporations must use form FTB 3801, Passive Activity Loss Limitations, to compute the allowable net loss from passive activities.

AA. Passive Activity Credits

S corporation credits subject to the passive activity credit limitation rules include the following:

• Research Credit
• Low-Income Housing Credit
• Orphan Drug Credit

Get form FTB 3801-CR, Passive Activity Credit Limitations, for more information.

BB. Tax Credits

If a C corporation had unused credit carryovers when it elected S corporation status, the carryovers were reduced to 1/3 and transferred to the S corporation. The remaining 2/3 were disregarded. The allowable carryovers may be used to offset the 1.5% tax on net income in accordance with the respective carryover rules. These C corporation carryovers may not be passed through to shareholders. Refer to Schedule C (100S), S Corporation Tax Credits, included in this booklet.

S corporations may generate credits from both the Corporation Tax Law and the Personal Income Tax Law. Follow the guidelines below:

• If a credit listed on page 36 is allowed only under the Corporation Tax Law, 1/3 of the credit may be used to offset the S corporation tax or may be carried over, if allowed. The remaining 2/3 must be disregarded and may not be carried over. No part of the credit may be passed through to the shareholders.
• If the credit is allowed only under Personal Income Tax Law, the full credit may be passed through to the shareholders. No part of the credit may be used by the S corporation to offset the S corporation tax or to be carried over.
• If a credit is allowed under both the Corporation Tax Law and Personal Income Tax Law, the S corporation may use 1/3 of the credit to offset the S corporation tax or it may be carried over, if allowed. The remaining 2/3 must be disregarded and may not be carried over. The full amount of the credit, as calculated under the Personal Income Tax Law, may also be passed through to the shareholders.

California Motion Picture & Television Production Credits

The S corporation may not claim either the original or the New California Motion Picture and Television Production Credit. The entire amount of the credit passes through to the shareholder. For more information, get FTB 3541, California Motion Picture and Television Production Credit.

Credits and credit carryovers may not reduce the minimum franchise tax, the QSub annual tax(es), built-in gains tax, excess net passive income tax, credit recaptures, the increase in tax imposed for the deferral of installment sale income, or an installment of LIFO recapture tax.

CC. Group Nonresident Shareholder Return

Nonresident individual shareholders of an S corporation doing business in California may elect to file a group nonresident return on Long Form 540NR, California Nonresident or Part-Year Resident Income Tax Return. Get FTB Pub. 1067, for more information.

S corporations are required to withhold income tax on certain payments to nonresident shareholders. Nonresident shareholders must file Long Form 540NR to claim the withholding even if there are no filing requirements.

DD. Qualified Subchapter S Subsidiary (QSub)

California has conformed to the sections of the IRC that allow an S corporation to own a QSub. A QSub is a domestic corporation that is not an ineligible corporation, i.e., it must be eligible to be an S corporation as defined by IRC Section 1361(b)(2). In addition, 100% of the stock of the subsidiary must be held by the S corporation parent and the parent must elect to treat the subsidiary as a QSub. A QSub is not treated as a separate entity and all assets, liabilities, and items of income, deduction, and credit of the QSub are treated as belonging to the parent S corporation. The activities of the QSub are treated as activities of the parent S corporation.

An election made by the parent S corporation under IRC Section 1361(b)(3) to treat the corporation as a QSub for federal purposes is treated as a binding election for California purposes. A separate election is not filed for California.

The federal election is made on federal Form 8869, Qualified Subchapter S Subsidiary Election. California requires that an S corporation parent attach a copy of the Form 8869 for each QSub doing business or qualified to do business in California to the return for the taxable year during which the QSub election was made. California follows the federal transitional relief procedures for perfecting a QSub election.

A QSub is subject to an $800 annual tax which is paid by the S corporation parent. The QSub annual tax is due and payable when the S corporation’s first estimated tax payment is due. If the QSub is acquired, or a QSub election is made during the taxable year, the QSub annual tax is due with the S corporation’s next estimated tax payment after the date of the QSub election or acquisition. The QSub annual tax is subject to the estimated tax rules and penalties.

An S corporation that owns a QSub does not file a combined return. Instead, the QSub is disregarded, and the activities, assets, liabilities, income, deductions, and credits of the QSub are considered to be the assets, liabilities, income, and credits of the S corporation. If the QSub is not unitary with the S corporation, then it is treated as a separate division and separate computations must be made to compute business income and apportionment factors for the QSub and the S corporation, and to apportion to California the business income of each.

An S corporation parent must complete the Schedule QS, Qualified Subchapter S Subsidiary (QSub) Information, included in this booklet, and attach it to the Form 100S for each taxable year in which a QSub election is in effect.

EE. California Use Tax

Use tax has been in effect in California since July 1, 1935. It applies to purchases of property from out-of-state sellers and is similar to sales tax paid on purchases made in California. If the S corporation has not already paid all use tax due to the California Department of Tax and Fee Administration (formerly known as the Board of Equalization), it may be able to report and pay the use tax due on its state income tax return. However, S corporations required to hold a California seller’s permit or to otherwise register with the California Department of Tax and Fee Administration for sales and use tax purposes may not report use tax on their state income tax return. See the information below and the instructions for line 35 of the income tax return.

In general, S corporations must pay California use tax on purchases of merchandise for use in California, made from out-of-state sellers, for example, by telephone, online, by mail, or in person.

S corporations must pay California use tax on taxable items if:

• The seller does not collect California sales or use tax; and
• The S corporation uses, gifts, stores, or consumes the item in California.

Example: The S corporation purchases a conference table from a company in North Carolina. The company ships the table from North Carolina to the corporation’s address in California for the corporation’s use, and does not charge California sales or use tax. The S corporation owes use tax on the purchase.

However, not all purchases require the S corporation to pay use tax. For example, the S corporation would include purchases of office equipment, but not exempt purchases of food products or prescription medicine. For more information on nontaxable and exempt purchases, the S corporation may refer to Publication 61, Sales and Use Taxes: Exemptions and Exclusions, on the California Department of Tax and Fee Administration’s website at cdtfa.ca.gov.

For more information about California use tax, please refer to the California Department of Tax and Fee Administration’s website at cdtfa.ca.gov and type “Find Information About Use Tax” in the search bar.

Complete the Use Tax Worksheet on page 19 to calculate the amount due.

Extensions to File. If the S corporation requests an extension to file the tax return, wait until the S corporation files the return to report the purchases subject to use tax and to make the use tax payment.

Interest, Penalties, and Fees. Failure to timely report and pay use tax due may result in the assessment of interest, penalties, and fees.

Application of Payments. For purchases made during taxable years starting on or after January 1, 2015, payments and credits reported on an income tax return will be applied first to the use tax liability, instead of income tax liabilities, penalties, and interest.

Changes in Use Tax Reported. Do not file an Amended S Corporation Franchise or Income Tax Return (Form 100X) to revise the use tax previously reported. If the S corporation has changes to the amount of use tax previously reported on the original tax return, contact the California Department of Tax and Fee Administration.

For assistance, go to the California Department of Tax and Fee Administration’s website at cdtfa.ca.gov, or call their Customer Service Center at 800-400-7115 or (TTY) 711 (for hearing and speech disabilities). For California income tax information, contact the FTB at ftb.ca.gov.

FF. Property Subject To IRC Section 179 Recapture

Special rules apply for gains from the sale, exchange or disposition of property for which an IRC Section 179 expense deduction was claimed in a prior year. For federal purposes, the gain is no longer included in income at the entity level. However, it must be included in the taxable income of the S corporation for California purposes.

S corporations should follow the instructions in federal Form 4797 with the exception that the amount of gain on property subject to the IRC Section 179 expense deduction recapture (capital gain and ordinary gain) must be included in the taxable income of the S corporation. To accomplish this, the S corporation will need to compute two sets of Schedule D-1, Sales of Business Property, and Schedule D (100S), S Corporation Capital Gains and Losses and Built-In Gains. One set of Schedule D-1 and Schedule D (100S) will include the sale or disposition of both IRC Section 179 assets and the sale of non-IRC Section 179 business assets with the amount reported on Form 100S, Side 1, line 4.

The second set of Schedule D-1 and Schedule D (100S) will include the sale or disposition of non-IRC Section 179 business assets only, with the amount reported on the Schedule K and Schedule K-1 (100S).

See Specific Line Instructions for Property Subject to IRC Section 179 Expense Deduction Recapture. Also see the Schedule D-1 Instructions.

The S corporation should report the gain on property subject to the IRC Section 179 expense deduction recapture passed through to the shareholders on the Schedule K and Schedule K-1 (100S) as supplemental information as instructed on the federal Form 4797.

GG. Limited Liability Companies (LLCs)

California law authorizes the formation of LLCs and recognizes out-of-state LLCs registered or doing business in California. The taxation of an LLC in California depends upon its classification as a corporation, partnership, or “disregarded entity” for federal tax purposes.

If an LLC elects to be taxed as an S corporation for federal tax purposes, the LLC must file Form 100S, Form 100-ES, form FTB 3539, and/or form FTB 3586 and enter the California corporation number, FEIN, and California SOS file number, if applicable, in the space provided. The FTB will (1) assign an identification number to an LLC that files as a corporation, and (2) notify the LLC with the identification number upon receipt of the first estimated tax payment, first tax payment, or the first tax return. The LLC will be subject to the applicable provisions of the Corporation Tax Law and should be considered a corporation for purposes of all instructions unless otherwise indicated.

If an LLC elects to be taxed as a partnership for federal tax purposes, it must file Form 568, Limited Liability Company Return of Income. LLCs taxed as partnerships determine their income, deductions, and credits under the Personal Income Tax Law and are subject to an annual tax as well as an annual fee based on total income.

If an Single Member Limited Liability Company (SMLLC) is disregarded for federal tax purposes, get Form 568 Booklet for information regarding SMLLC filing requirements. A disregarded LLC reports its income, deductions, and credits on the return of its owner. However, an LLC that is disregarded is required to file and pay the annual LLC tax as well as the fee (if applicable) based on total income. Form 568 provides the FTB with information on the sole owner of the LLC, contains the owner’s consent to be taxed on the income of the LLC, and provides for the computation of the LLC tax and fee.

Specific Line Instructions

If an LLC elects to be taxed as a corporation, see General Information GG, Limited Liability Companies (LLCs), for more information.

Filing Form 100S without errors will expedite processing. Before mailing Form 100S, make sure entries have been made for the following:

• California corporation number (a valid seven digit number assigned by the California SOS).
• Federal employer identification number (FEIN) (nine digits).
• California Secretary of State (SOS) file number (twelve digits), if applicable.
• Corporation name (use the true legal name filed with the California SOS) and address (include PMB no., if applicable).
• Use the additional information field for “Owner/Representative/Attention” name, and other supplemental address information only.
• If the corporation has a foreign address, follow the country’s practice for entering the city, county, province, state, country, and postal code, as applicable, in the appropriate boxes. Do not abbreviate the country name.

File the 2017 Form 100S for calendar year 2017 or for a fiscal year that begins in 2017.

Enter taxable year beginning and ending dates only if the return is for a short year or a fiscal year. If the S corporation reports its income using a calendar year, leave the date area blank. If a domestic corporation files the first California tax return, the fiscal year beginning date must be the date the corporation is incorporated. If the return is filed for a short period (less than 12 months), write “short year” in red in the top margin on Form 100S, Side 1. Convert all foreign monetary amounts to U.S. dollars.

The 2017 Form 100S may also be used if both of the following apply:

• The corporation has a taxable year of less than 12 months that begins and ends in 2018.
• The 2018 Form 100S is not available at the time the corporation is required to file its return. The S corporation must show its 2018 taxable year on the 2017 Form 100S and incorporate any tax law changes that are effective for taxable years beginning after December 31, 2017.

California law is different from federal law. California taxes S corporations under Chapter 2 (commencing with R&TC Section 23101) or Chapter 3 (commencing with R&TC Section 23501) of the Corporation Tax Law.

Questions A through S

Answer all applicable questions and attach additional sheets, if necessary. Be sure to answer Questions C through S on Form 100S, Side 3. Read the following instructions when answering:

Question A2

Check the “Yes” or “No” box to indicate if the S corporation is deferring any income from the disposition of assets. If “Yes,” enter the four-digit year in which the assets were disposed (ex. 2017). If there are multiple years, write “see attached” on the line and attach a schedule listing the years. This question is applicable if the S corporation is deferring any income from a disposition of assets in the current taxable year or prior taxable years.

Question A3

Check the box for the type(s) of previously deferred income the S corporation is reporting. If there are multiple sources of income, check the box for the appropriate items and attach a schedule listing the income type and year of disposition. If the S corporation is reporting “Other” types of previously deferred income, check the box for “Other” and attach a schedule listing the income type and year of disposition. This question is applicable if the S corporation is reporting previously deferred income in the current taxable year or prior taxable years.

Question B – Transfer or acquisition of voting stock

All S corporations must answer all three questions. The questions provide information regarding changes in control or ownership of legal entities owning or under certain circumstances leasing California real property (R&TC Section 64). (Real Property includes land, buildings, structures, fixtures – see R&TC Section 104 for more information).

If any of the answers are “Yes”, a Statement of Change in Control and Ownership of Legal Entities, must be filed with the State of California; failure to do so within 90 days of the event date will result in penalties. The form for this statement is form BOE-100-B, filed with the California State Board of Equalization (BOE). Get this form and information from the BOE website (boe.ca.gov) by searching for Legal Entity Ownership Program (LEOP).

There may be a change in ownership or control if, during this taxable year, one of the following occurred with respect to this corporation or any of its subsidiaries:

• The percentage of outstanding voting shares transferred to, or owned or controlled by, one person or one legal entity cumulatively exceeded 50%.
• The total outstanding voting shares transferred to or held by one irrevocable trust or trust beneficiary cumulatively exceeded 50%.
• One or more irrevocable proxies cumulatively transferred voting rights to more than 50% of the outstanding voting shares to one person or one entity.
• This corporation, or any of its subsidiaries, cumulatively acquired ownership or control of more than 50% of the outstanding voting shares or other ownership interests in any legal entity.
• As of the end of this taxable year, cumulatively more than 50% of the total outstanding voting shares have been transferred in one or more transactions since an interest in California real property was transferred to the corporation that was excluded from property tax reassessment under R&TC 62(a)(2) which established an original co-owners’ interest status.

For purposes of these questions, leased real property is a leasehold interest in taxable real property: (1) leased for a term of 35 years or more (including renewal options), if not leased from a government agency; or (2) leased for any term, if leased from a government agency.

R&TC Section 64(e) requires this information for use in determining whether a change in ownership has occurred under section 64(c) and (d); it is used by the LEOP.

Question C – Principal business activity (PBA) code

All S corporations must answer Question C.

Include the six digit PBA code from the Principal Business Activity Codes chart included in this tax booklet. The code should be the number for the specific industry group from which the greatest percentage of California “total receipts” is derived. “Total receipts” means gross receipts plus all other income. The California PBA code number may be different from the federal PBA code number.

If, as its principal business activity, the corporation: (1) purchases raw material; (2) subcontracts out for labor to make a finished product from the raw materials; and (3) retains title to the goods, the corporation is considered to be a manufacturer and must enter one of the codes under “Manufacturing.” Also, write in the business activity and principal product or service on the lines provided.

Question E – Does this return include Qualified Subchapter S Subsidiaries (QSubs)?

Answer “Yes” if the S corporation owns a QSub. Refer to the instructions for line 21 and line 31 to report the QSub annual tax. Be sure to complete Schedule QS included in this tax booklet and attach the schedule to Form 100S when filed.

Question N – Doing business as (DBA)

S corporations doing business under a name other than that entered on Side 1 of Form 100S must enter the DBA name in Question N. If the S corporation is doing business under multiple DBAs attach a schedule listing all DBAs.

Leave Question N blank if the S corporation is not using DBAs to conduct business.

Question Q – Reportable transaction or listed transaction

Federal Form 8886 is required to be attached to any return on which a deduction, loss, credit, or any other tax benefit is claimed or is reported, or any income the S corporation reported from an interest in a reportable transaction. If the S corporation is required to file this form with the federal return, attach a copy to the S corporation’s Form 100S.

A material advisor is required to provide a reportable transaction number to all taxpayers and material advisors for whom the material advisor acts as a material advisor.

A Reportable Transaction is any transaction as defined in R&TC Section 18407 and Treas. Reg. Section 1.6011-4 and includes, but is not limited to the following:

• A Listed Transaction, or a transaction that is substantially similar to a Listed Transaction, which has been identified by the IRS or the FTB as a tax avoidance transaction.
• A Confidential Transaction which is offered to a taxpayer under conditions of confidentiality and for which the taxpayer has paid a minimum fee.
• A transaction with contractual protections which provides the taxpayer with the right to a full or partial refund of fees if all or part of the intended tax consequences from the transaction are not sustained.
• A loss transaction under IRC Section 165 which is at least $10 million in any one year or $20 million in any combination of taxable years. (Those numbers would be reduced to $2 million and $4 million on the Form 100S.)
• A transaction of interest is a transaction that is the same as or substantially similar to one of the types of transactions that the IRS has identified by notice, regulation, or other form of published guidance as a transaction of interest (entered into beginning November 1, 2006).
• A transaction with a significant book-tax difference (entered into prior to August 3, 2007). Beginning January 6, 2006, this transaction was no longer required to be disclosed on Form 8886. See IRS Notice 2006-06.
• A transaction where the taxpayer is claiming a tax credit of greater than $250,000 and held the asset for less than 45 days (entered into prior to August 3, 2007).

Question S – FTB 3544A

Check the “Yes” box if form FTB 3544A is attached to Form 100S.

Line 1 through Line 42

Line 1 – Ordinary income (loss) from trade or business

S corporations using the federal reconciliation method to figure net income (see General Information I, Net Income Computation) must:

• Transfer the amount from federal Form 1120S, line 21 to Form 100S, Side 1, line 1 and attach a copy of the federal return and all pertinent supporting schedules; or copy the information from federal Form 1120S, page 1, onto Form 100S, Side 4, Schedule F and transfer the amount from Schedule F, line 22, to Form 100S, Side 1, line 1.
• Then, complete Form 100S, Side 1 and Side 2, line 2 through line 13, State Adjustments.

S corporations using the California computation to figure ordinary income (see General Information I, Net Income Computation) must transfer the amount from Form 100S, Side 4, Schedule F, line 22, to Side 1, line 1. Complete Form 100S, Side 1 and Side 2, line 2 through line 13, only if applicable.

Line 2 through Line 13 – State adjustments

To figure net income for California purposes, S corporations using the federal reconciliation method must enter California adjustments to the federal net income on line 2 through line 13. If a specific line for the adjustment is not on Form 100S, enter the adjustment on line 7, Other additions, or line 12, Other deductions, and attach a schedule that explain the adjustment.

Line 2 – Taxes not deductible

California law does not permit a deduction for California corporation franchise or income taxes or any other taxes on, according to, or measured by net income or profits. Add these taxes to income on line 2.

Line 3 – Interest on government obligations

S corporations subject to the California franchise tax must report interest received on government obligations even though it may be exempt from state or federal individual income tax. This interest must be added to income on line 3. See line 12 instructions for S corporations subject to the California corporation income tax.

Line 4 – Net capital gain

Enter on this line any net capital gain subject to the 1.5% tax rate (3.5% for financial S corporations) shown on Schedule D (100S), Section B, line 10, and any gains subject to the 8.84% tax rate (10.84% for financial S corporations) shown on Schedule D (100S), Section A, line 13.

Property Subject To IRC Section 179 Expense Deduction Recapture

If the S corporation has a gain from the sale, exchange or disposition of property for which an IRC Section 179 expense deduction was claimed in a prior year, special rules apply. For federal purposes, the gain is no longer included in income at the entity level. However, it must be included in the taxable income of the S corporation for California purposes on Form 100S, line 4. See General Information FF, Property Subject To IRC Section 179 Recapture, for more information.

The S corporation should complete two sets of Schedule D-1 and Schedule D (100S). One set of Schedule D-1 and Schedule D (100S) will include the gain or loss from the sale or disposition of IRC Section 179 assets as well as gain or loss from non-IRC Section 179 business assets, and will be reported on the Form 100S. Indicate at the top of this Schedule D-1 and Schedule D (100S) “IRC Sec. 179 and Business Assets.” When completing Schedule D-1 and Schedule D (100S) for the Form 100S, skip any instructions to report the gain or loss on Schedule K or Schedule K-1 (100S). Transfer the gain amount to Form 100S, Side 1, line 4.

The second set of Schedule D-1 and Schedule D (100S) is to report the gain or loss on non-IRC Section 179 business assets for use on the Schedule K and Schedule K-1 (100S). To accomplish this, the S corporation should complete a Schedule D-1 and Schedule D (100S) with the gain or loss for the non-IRC Section 179 business assets only. The amounts from this Schedule D-1 and Schedule D (100S) will be reported on the Schedule K (100S) and Schedule K-1 (100S). Indicate at the top of the Schedule D-1 and Schedule D (100S) set “Non-IRC Section 179 Business Assets Only.”

Line 5 – Depreciation and amortization

Depreciation for S corporations follows the depreciation rules provided under California Personal Income Tax Law. Unlike other corporations, an S corporation is allowed to compute depreciation using the Modified Accelerated Cost Recovery System (MACRS). Complete Schedule B (100S), S Corporation Depreciation and Amortization, for assets subject to depreciation and for assets subject to amortization. Enter the total of Schedule B (100S), Part III, on Form 100S, Side 1, line 5.

Line 6 – Portfolio income

Enter on this line net portfolio income not included in line 1 but that must be included in the S corporation’s net income for computing the 1.5% tax. Include interest, dividends, and royalties. Do not include any passive activity amounts on this line. Instead, include passive activity amounts on line 7 or line 12.

Line 7 – Other additions

R&TC Section 24425 disallows expenses allocable to income, which is not included in the measure of the franchise tax or income tax. Add back such deductions on this line.

Also, include on this line other items not added on any other line to arrive at California net income. Attach a schedule that clearly shows how each item was computed and explain the basis for the adjustment.

If a federal contribution deduction was taken in arriving at the amount entered on line 1, include that amount in the computation of line 7. See line 11, Contributions.

Include any income from pass-through entities and passive activities on line 7. Rental real estate activities owned directly by the S corporation are reported on federal Form 8825, Rental Real Estate Income and Expenses of a Partnership or an S Corporation.

Penalty Assessed by Professional Sports League. For taxable years beginning on or after January 1, 2014, California does not allow a business expense deduction for any fine or penalty paid or incurred by an owner of a professional sports franchise assessed or imposed by the professional sports league that includes that franchise. If the corporation deducted the fine or penalty for federal purposes, include this amount on line 7.

California Ordinary Net Gain or Loss. Before entering the amount from Schedule D-1, line 18, determine whether the gain is subject to built-in gains tax. If the gain is subject to built-in gains tax, enter the amount on Schedule D (100S), Section A, Part III so the built-in gains tax can be computed, and enter the difference between the amount on Schedule D-1, line 18 and the amount subject to built-in gains tax on Form 100S, Side 1, line 7.

Gain on Installment Notes. Generally, when an S corporation sells assets in an installment sale, the S corporation defers the recognition of gain until it receives payments on the installment obligation. If the S corporation distributes the installment obligation to the shareholders in a corporate liquidation, the corporation pays 1.5% tax on the deferred gain in the final year under R&TC Section 24672. The shareholders continue to defer the gain until they receive payments. If R&TC Section 24672 applies, report the amount of deferred gain on this line.

Line 9 and Line 10 – Dividends deduction

Complete Schedule H (100S), S Corporation Dividend Income Deduction, included in this tax booklet.

Line 11 – Contributions

The contribution deduction for California corporations is limited to the adjusted basis of the assets being contributed.

The contribution deduction is 10% of California net income, without regard to charitable contributions and special deductions (e.g., the deduction for dividends received). The definition of California net income differs from federal taxable income for computing the contribution deduction.

Per IRC Section 170(d)(2), five-year carryover provisions shall apply for excess contributions.

For taxable years beginning on or after January 1, 2014, and before January 1, 2023, do not include any amounts taken into account for the College Access Tax Credit as a contribution deduction on line 11.

On a separate worksheet, using the Form 100S format, complete Form 100S, Side 1 and Side 2, line 1 through line 14, without regard to line 11. If any federal contribution deduction was taken in arriving at the amount entered on Side 1, line 1, enter that amount as an addition on line 7 of the Form 100S formatted worksheet. Enter the adjusted basis of the assets contributed on line 5 of the following worksheet. Then complete the worksheet to determine the contribution deduction to enter on line 11.

1. Net income after state adjustments from Side 2, line 14
2. Deduction for dividends received
3. Net income for contribution calculation purposes.
   Add line 1 and line 2
4. Allowable contributions. Multiply line 3 by 10% (.10)
5. Enter the amount actually contributed
6. Enter the smaller of line 4 or line 5 here and on Side 2, line 11

Get Schedule R to figure the contribution computation for apportioning corporations.

Line 12 – Other deductions

Include on this line deductions not claimed on any other line. Attach a schedule that clearly shows how each deduction was computed and explain the basis for the deduction.

Include any losses from pass-through entities and passive activities on line 12. Rental real estate activities owned directly by the S corporation are reported on federal Form 8825. Also enter any IRC Section 179 expense from Schedule B (100S), Part I, line 5.

For S corporations subject to income (and not franchise) tax, interest received on obligations of the federal government and on obligations of the State of California and its political subdivisions is exempt from income tax. If such interest is reported on line 3, deduct it on line 12.

Financial Incentive for Seismic Improvement. For taxable years beginning on or after July 1, 2015, California allows an exclusion from gross income for any amount received as a loan forgiveness, grant, credit, rebate, voucher, or other financial incentive issued by the California Residential Mitigation Program or the California Earthquake Authority to assist a residential property owner or occupant with expenses paid, or obligations incurred, for earthquake loss mitigation. If the S corporation included any amount as income for federal purposes, deduct that amount on line 12.

Financial Incentive for Turf Removal. For taxable years beginning on or after January 1, 2014, and before January 1, 2019, California allows an exclusion from gross income for any amount received as a rebate, voucher, or other financial incentive issued by a local water agency or supplier for participation in a turf removal water conservation program. If the corporation included any amount as income for federal purposes, deduct that amount on line 12.

Cancellation of Debt Income (CODI). California did not conform to the federal election under IRC Section 108(i) to defer the recognition of CODI in connection with the reacquisition of an applicable debt instrument after December 31, 2008, and before January 1, 2011. The deferral period was five taxable years for CODI generated in 2009, or four taxable years for CODI generated in 2010.

For federal tax purposes, at the end of the deferral period, the income is reported ratably over the next five years (taxable years beginning on or after January 1, 2014, and before January 1, 2019). If, for California purposes, the CODI had been included in income during previous taxable years, and the corporation recognized the CODI for federal tax purposes in the current year, deduct the federal CODI amount on Form 100S, Side 2, line 12.

Federal Ordinary Net Gain or Loss

Enter any federal ordinary net gain or loss from federal Form 4797.

Line 15 – Net income (loss) for state purposes

If all the S corporation income is derived from California sources, transfer the amount from line 14 to line 15.

If only a portion of income is derived from California sources, complete Schedule R, before entering any amount on line 15. Transfer the amount from Schedule R, line 35, to this line. Be sure to answer “Yes” to Question P on Form 100S, Side 3.

If this line is a net loss, complete and attach the 2017 form FTB 3805Q to Form 100S.

Public Law 86-272

S corporations who meet the protections of Public Law 86-272 are exempt from state taxes based upon, or measured by, net income. However, they still are subject to the annual minimum franchise tax if they are doing business in, incorporated in, or qualified to transact intrastate business in California. If S corporations are claiming immunity in California under Public Law 86-272, do not include their net income or loss on line 15.

Line 16 – R&TC Section 23802(e) deduction

If the S corporation has a tax imposed on excess net passive investment income and built-in gains, a deduction is allowed against the net income taxed at the 1.5% rate. See the “Excess Net Passive Income and Income Tax Worksheet,” on page 12 to determine if the S corporation is subject to the tax on excess net passive investment income. If a tax is shown on this worksheet, enter the amount of excess net passive income from line 8 of the worksheet on Form 100S, Side 2, line 16.

For purposes of the built-in gains tax, enter on line 16 the amount from Schedule D (100S), Section A, Part III, line 11.

Line 17, Line 18, and Line 19

The order in which line 17, line 18, and line 19 appear is not meant to imply the order in which any NOL or disaster loss deduction should be taken if more than one type of deduction is available.

Line 17 – Net operating loss deduction

NOLs incurred in taxable years beginning on or after January 1, 2013, are carried back to each of the preceding two taxable years. For an NOL incurred in a taxable year beginning on or after January 1, 2015, the carryback amount is 100% of the NOL.

The S corporation computes the NOL carryback in Part III of form FTB 3805Q. For more information, see R&TC Section 24416 and get FTB Legal Ruling 2011-04 (see Situation 3).

Any S corporation entitled to a carryback period pursuant to IRC Section 172(b)(3) may elect to relinquish/waive the entire carryback period with respect to an NOL incurred in the 2017 taxable year. By making the election, the S corporation is electing to carry an NOL forward instead of carrying it back to the previous two years. Once made, the election is irrevocable for such taxable year. To make the election, check the box in Part I under Election to Waive Carryback, of form FTB 3805Q and attach form FTB 3805Q to the tax return.

The NOL deduction is the amount of the NOL carryover from prior years that may be deducted from income in this taxable year. However, the loss may not reduce the S corporation’s current taxable year income below zero.

For more information, see form FTB 3805Q included in this tax booklet.

If line 15 less line 16 is a positive amount, enter the NOL carryover (but not more than the result of line 15 less line 16) from the S corporation’s 2017 form FTB 3805Q, Part IV, line 3 on Form 100S, Side 2, line 17. Attach a copy of the 2017 form FTB 3805Q to Form 100S. If the full amount of the NOL carryover is not deducted this taxable year, complete and attach a 2017 form FTB 3805Q showing the computation of the NOL carryover to future years.

If line 15 less line 16 is a negative amount, enter -0- on line 17 and see form FTB 3805Q instructions, included in this tax booklet, for the computation of the NOL carryback to prior years or NOL carryover to future years.

No NOL carryover arising from a year in which an S corporation was a C corporation may be applied against the 1.5% tax. See IRC Section 1371(b) (1) and R&TC Section 23802(d). However, if the corporation terminates its S election, thus becoming a C corporation, then the prior year NOL carryover may be used to the extent it has not expired.

NOL carryovers arising from a year in which the S corporation was a C corporation may be used in computing the tax on built-in gains.

Line 18 – EZ, LARZ, TTA, or LAMBRA NOL carryover deduction

An NOL generated by a business that operates (operated) or invests (invested) within a former EZ, LARZ, Targeted Tax Area (TTA), or LAMBRA receives special tax treatment. The loss may not reduce the corporation’s current taxable year income below zero.

S corporations can no longer generate/incur any EZ or LAMBRA NOL for taxable years beginning on or after January 1, 2014. S corporations can claim an EZ or LAMBRA NOL carryover deduction from prior years. Get FTB 3805Z Booklet or FTB 3807 Booklet for more information.

S Corporations can no longer generate/incur any TTA NOL for taxable years beginning on or after January 1, 2013. Corporations can claim TTA NOL carryover deduction from prior years. Get FTB 3809 Booklet for more information.

Compute and enter the former EZ, TTA, LARZ, or LAMBRA NOL carryover deduction from the corporation’s form FTB 3805Z; form FTB 3809; form FTB 3806; or form FTB 3807 on Form 100S, line 18. Attach a copy of the applicable form to Form 100S.

Line 19 – Disaster loss deduction

If the S corporation has a disaster loss carryover deduction and there is income in the current taxable year, enter the total amount from the 2017 form FTB 3805Q, Part IV, line 2.

If the corporation deducts a 2017 disaster loss, any remaining loss for disaster loss incurred in 2017 (NOL attributable to a qualified disaster loss) must be carried back or elect to be carried forward.

Line 21 – Tax

S corporations must use a tax rate of 1.5%. Financial S corporations must use the financial tax rate of 3.5%. The tax on line 21 may not be less than the sum of the minimum franchise tax and QSub annual tax(es), if applicable. See General Information B, Tax Rate and Minimum Franchise Tax.

If the S corporation is the parent of a QSub subject to the annual tax and paid the $800 annual tax on behalf of such QSub, add the total amount of QSub annual tax(es) to the tax on net income or the minimum franchise tax, whichever is applicable, and enter the result on line 21. Use Schedule QS included in this booklet.

Example 1: Corporation A, an S corporation, is the parent of three QSubs, B, C, and D. QSub B and C are either incorporated or qualified to do business in California. QSub D is not incorporated, doing business, or qualified to do business in California. Corporation A is subject to the minimum franchise tax of $800 and $1,600 of QSub annual tax for QSub B and C.

Example 2: Beta Corporation, an S corporation, is the parent of three QSubs. Only one of the QSubs is qualified and doing business in California. Beta Corporation reports net income for California tax purposes on line 20 of $100,000. Tax on net income is $1,500. On line 21, Beta Corporation will report tax of $2,300. The $2,300 includes tax on net income of $1,500 plus $800 of QSub annual tax payments for one QSub. Beta Corporation is not required to pay the QSub tax on the two QSubs not doing business in California.

Line 22 through Line 24 – Tax credits

An eligible assignee can claim assigned credits received this taxable year or carried over from prior years, against its tax liabilities. For more information, get form FTB 3544A.

Note: The total amount of specific credit claimed on Form 100S and Schedule C (100S) should include both: (1) the total assigned credit claimed from form FTB 3544A, column (j), and (2) the amount of credit claimed that was generated by the assignee.

Credits may be used to reduce the California tax liability; however, credits may not be used to reduce the tax on line 21 to an amount less than the sum of the minimum franchise tax plus the QSub annual tax(es), if applicable. Also, the S corporation is allowed to claim only 1/3 of the total credit generated against the 1.5% franchise tax. See General Information AA, Passive Activity Credits, and BB, Tax Credits.

To figure tax credits, complete and attach the appropriate form for each credit claimed on Form 100S. See page 36 for a list of available credits.

If the S corporation claims a credit carryover for an expired credit, complete form FTB 3540, Credit Carryover and Recapture Summary. For EZ, LAMBRA, or TTA credit carryovers, get form FTB 3805Z, form FTB 3807, or form FTB 3809.

Transfer the credit(s) from the respective credit forms to Schedule C (100S) to compute the amount of credit to claim on Form 100S. Then transfer the credit(s) from Schedule C (100S) to Form 100S.

Each credit is identified by a code. To claim one or two credits, enter the credit name, code, and the amount of the credit on line 22 and line 23. Enter the total of any remaining credits from Schedule C (100S) on line 24. Do not make an entry on line 24 unless line 22 and line 23 are complete.

Attach all credit forms, schedules, and Schedule C (100S) to Form 100S.

Line 27 – Tax from Schedule D (100S)

S corporations must enter the tax from Schedule D (100S) included in this tax booklet. See General Information J, Built-in Gains, for more information.

Line 28 – Excess net passive income tax

If the corporation has always been an S corporation for California purposes or has no federal excess net passive investment income, the excess net passive investment income tax does not apply. See General Information S, Excess Net Passive Investment Income, for more information.

To determine if the S corporation owes this tax, complete line 1 through line 3 and line 9 of the “Excess Net Passive Income and Income Tax Worksheet” on page 12. If line 2 is greater than line 3 and the S corporation has taxable income, it must pay the tax.

Complete a separate schedule using the format of line 1 through line 11 of the worksheet on page 12 to figure the tax. Enter the tax from line 11 of the worksheet on Form 100S, Side 2, line 28. Attach the schedule showing the computation. Reduce each item of passive income passed through to shareholders by its pro-rata share of the tax on line 28. See IRC Section 1366(f)(3) and R&TC Section 23803(b)(2).

R&TC Section 23811(e) provides a deduction for C corporation earnings and profits attributable to California sources for any taxable year by the amount of a consent dividend paid after the close of the taxable year. The amount of the consent dividend is limited to the difference between the C corporation earnings and profits attributable to California sources and the C corporation earnings and profits for federal purposes.

Line 31 – 2017 Estimated tax/Qsub payments

Enter the total amount of estimated tax payments made during the 2017 taxable year on line 31. If the S corporation is the parent of a QSub and made payments for the QSub annual tax, include the total amount of QSub annual tax payment made during 2017 on line 31 along with the total estimated tax payments. See General Information DD, Qualified Subchapter S Subsidiary (QSub), for more information. Be sure to complete Schedule QS included in this tax booklet and attach it to the return.

If the S corporation is a nonconsenting nonresident (NCNR) member of an LLC and tax was paid on the S corporation’s behalf by the LLC, include the NCNR members’ tax from Schedule K-1 (568), line 15e. If you are including NCNR tax, write “LLC” on the dotted line to the left of the amount on line 31, and attach Schedule K-1 (568) to the California income tax return to claim the tax paid by the LLC on the S corporation’s behalf.

Line 32 – 2017 Withholding (Forms 592-B and/or 593)

If the corporation was withheld upon by another entity, the corporation can either allocate the entire withholding credit to all its shareholders or claim a portion on line 32 (not to exceed total tax due) and allocate the remaining portion to all its shareholders. S corporations may not receive a refund of withholding on Form 100S. If the S corporation is claiming any of the withholding credit on the corporate return, attach a copy of Form 592-B, Resident and Nonresident Withholding Tax Statement, and/or Form 593, Real Estate Withholding Tax Statement, to the lower part of the front of Form 100S, Side 1. If any of the withholding credit is to be allocated to the shareholders, Form 592, Resident and Nonresident Withholding Statement, must be received by the FTB to allocate the credit to its shareholders. Get the instructions for Form 592 for more information.

Do not include NCNR member’s tax from Schedule K-1 (568), line 15e as withholding.

Line 35 – Use tax

As explained under General Information EE, California use tax applies to purchases of merchandise from out-of-state sellers (for example, purchases made by telephone, online, by mail, or in person) where California sales or use tax was not paid and those items were used in California. For questions on whether a purchase is taxable, go to the California Department of Tax and Fee Administration’s (formerly known as the Board of Equalization) website at cdtfa.ca.gov, or call its Customer Service Center at 800-400-7115 or (TTY) 711 (for hearing and speech disabilities).

Note: The following businesses are required to report purchases subject to use tax directly to the California Department of Tax and Fee Administration, and may not report use tax on their income tax return:

• Businesses that have, or are required to hold, a California seller’s permit.
• Businesses that receive $100,000 or more per year in gross receipts.
• Businesses that are otherwise registered or required to be registered with the California Department of Tax and Fee Administration to report use tax.

An S corporation that is not required to report purchases subject to use tax directly to the California Department of Tax and Fee Administration may, with some exceptions, report use tax on its S Corporation Franchise or Income Tax Return. To report use tax on the tax return, complete the Use Tax Worksheet on this page.

Note: An S corporation may not report use tax on its income tax return for certain types of transactions. These types of purchases are listed in the instructions for completing Worksheet, Line 1.

If the S corporation owes use tax, but does not report it on the income tax return, the S corporation must report and pay the tax to the California Department of Tax and Fee Administration. For more information on how to report use tax directly to the California Department of Tax and Fee Administration, go to their website at cdtfa.ca.gov and type “Find Information About Use Tax” in the search bar.

Failure to timely report and pay the use tax due may result in the assessment of interest, penalties, and fees.

Use Tax Worksheet

Round all amounts to the nearest whole dollar.

1. Enter purchases from out-of-state sellers made without payment of California sales/use tax. See worksheet instructions below
2. Enter the applicable sales and use tax rate. See worksheet instructions
3. Multiply line 1 by the tax rate on line 2. Enter result here
4. Enter any sales or use tax paid to another state for purchases included on line 1. See worksheet instructions
5. Total Use Tax Due. Subtract line 4 from line 3. Enter the amount here and on Form 100S, line 35. If the amount is less than zero, enter -0-.

Worksheet, Line 1, Purchases Subject to Use Tax

Report purchases of items that would have been subject to sales tax if purchased from a California retailer unless the receipt shows that California tax was paid directly to the retailer. For example, generally, purchases of clothing would be included, but not exempt purchases of food products or prescription medicine. For more information on nontaxable and exempt purchases, visit the California Department of Tax and Fee Administration’s website at cdtfa.ca.gov.

• Include handling charges.
• Do not include any other state’s sales or use tax paid on the purchases.
• Enter only purchases made during the year that correspond with the tax return the S corporation is filing.

Note: Do not report the following types of purchases on the S corporation’s income tax return:

• Vehicles, vessels, and trailers that must be registered with the Department of Motor Vehicles.
• Mobile homes or commercial coaches that must be registered annually as required by the Health and Safety Code.
• Vessels documented with the U.S. Coast Guard.
• Aircraft.
• Rental receipts from leasing machinery, equipment, vehicles, and other tangible personal property to the customers.
• Cigarettes and tobacco products when the purchaser is registered with the California Department of Tax and Fee Administration as a cigarette and/or tobacco products consumer.

Worksheet, Line 2, Sales and Use Tax Rate

Enter the sales and use tax rate applicable to the place in California where the property is used, stored, or otherwise consumed. If the S corporation does not know the applicable city or county sales and use tax rate, please go to the California Department of Tax and Fee Administration’s website at cdtfa.ca.gov and type “City and County Sales and Use Tax Rates” in the search bar. You may also call their Customer Service Center at 800-400-7115 or (TTY) 711 (for hearing and speech disabilities).

Worksheet, Line 4, Credit for Tax Paid to Another State

This is a credit for tax paid to other states on purchases reported on Line 1. The S corporation can claim a credit up to the amount of tax that would have been due if the purchase had been made in California. For example, if the S corporation paid $8.00 sales tax to another state for a purchase, and would have paid $6.00 in California, the S corporation can only claim a credit of $6.00 for that purchase.

Line 38 and Line 39 – Franchise or income tax due or overpayment

In addition to any amount entered on line 38 or line 39, tax due and overpayment, also include any amounts required to be included from Side 3, Schedule J, Add-On Taxes and Recapture of Tax Credits. See Schedule J instructions for more information.

Line 40 – Amount to be credited to 2018 estimated tax

If the corporation chooses to have the overpayment credited to next taxable year’s estimated tax payment, the corporation cannot later request that the overpayment be applied to the prior year to offset any tax due.

Line 41 – Refund

Direct Deposit of Refund (DDR)

Direct deposit is fast, safe, and convenient. To have the refund directly deposited into the S corporation’s bank account, enter the account information on Form 100S, Side 2, lines 41a, 41b, and 41c. Be sure to fill in all the information. Do not attach a voided check or deposit slip.

Caution: Check with your financial institution to make sure your deposit will be accepted and to get the correct routing and account numbers. The FTB is not responsible for a lost refund due to incorrect account information.

To cancel the DDR, call the FTB at 916-845-0353. The FTB is not responsible when a financial institution rejects a direct deposit. If the FTB, the bank, or financial institution rejects the direct deposit due to an error in the routing number or account number, the FTB will issue a paper check.

Line 42 – Penalties and interest

Enter on line 42a the amount of any penalties and interest due. Complete and attach form FTB 5806, to the back of Form 100S (after all schedules and federal return) only if Exception B or Exception C of form FTB 5806 is used to compute or eliminate the penalty. Be sure to check the box on line 42b. For more information, see General Information M, Penalties, and General Information N, Interest.

Schedules

Schedule F – Computation of Trade or Business Income

See General Information I, Net Income Computation, for information on net income computation methods.

Line 1a through Line 6 – Income

Complete line 1a through line 6 to figure the income or loss from trade or business activity. Do not report any rental activity or portfolio income or loss on these lines. Rental activity and portfolio income or loss are reported on Form 100S, Side 1, line 7 or Side 2, line 12; Form 100S, Side 6, Schedule K; and Schedule K-1 (100S). Rental real estate activities are also reported on federal Form 8825. Attach a copy of federal Form 8825 to Form 100S.

Line 7 – Compensation of officers

If the S corporation’s total receipts are $150,000 or more, complete and attach a schedule showing the compensation of officers. On the schedule, list all of the following:

• Name of officer.
• Social security number of officer.
• Percentage of time devoted to the business.
• Percentage of stock owned.
• Amount of compensation.
• The calculation of compensation of officers deducted (total compensation of officers, minus compensation of officers claimed in the cost of goods sold schedule and elsewhere on the return.)

Line 8 – Salaries and wages

Gain from the exercise of California Qualified Stock Options (CQSOs) issued and exercised after 1996 and before 2002, can be excluded from gross income if the individual’s earned income is $40,000 or less. The exclusion from gross income is subject to the alternative minimum tax and the S corporation is not allowed a deduction for the compensation excluded from the employee’s gross income.

Line 20 – Other deductions

Do not include the dividend deduction on this line. Instead enter the dividend deduction on Form 100S, Side 2, line 9 or line 10.

Schedule J – Add-On Taxes and Recapture of Tax Credits

Complete Schedule J on Form 100S, Side 3, if the S corporation has credit amounts to recapture or is required to include installment payments of “add-on” taxes for the following:

• Last-in, first-out (LIFO) recapture resulting from an S corporation election.
• Interest computed under the look-back method for completed long-term contracts.
• Interest on tax attributable to installment sales of certain property or use of the installment method for non-dealer installment obligations.
• IRC Section 197(f)(9)(B)(ii) election to recognize gain on the disposition of an IRC Section 197 intangible.

Revise the tax due or overpayment on Form 100S, Side 2, line 38 or line 39, as appropriate, by the amount from Schedule J, line 6.

LIFO Recapture Tax

If the S corporation computed the LIFO recapture tax in the final year as a C corporation, include on Schedule J, line 1, any LIFO installment due this taxable year.

Long-Term Contracts

If the S corporation must compute interest under the look-back method for completed long-term contracts, complete and attach form FTB 3834, Interest Computation Under the Look-Back Method for Completed Long-Term Contracts, and include the amount of interest the S corporation owes or the amount of interest to be credited or refunded to the S corporation on Schedule J, line 2. Attach form FTB 3834 to Form 100S. If interest is to be credited or refunded, enter as a negative amount.

Interest on Tax Attributable to Payments Received on Installment Sales of Certain Timeshares and Residential Lots

If the S corporation elected to pay interest on the amount of tax attributable to payments received on installment obligations arising from the disposition of certain timeshares and residential lots under IRC Section 453(l)(3), it must include the interest due on Schedule J, line 3a. For the applicable interest rates, get FTB Pub. 1138. Attach a schedule showing the computation.

Interest on Tax Deferred Under the Installment Method for Certain Nondealer Installment Obligations

If an obligation arising from the disposition of property to which IRC Section 453A(c) applies is outstanding at the close of the taxable year, the corporation must include the interest due under IRC Section 453A on Schedule J, line 3b. Attach a schedule showing the computation. For the applicable interest rates, get FTB Pub. 1138.

IRC Section 197(f)(9)(B)(ii) Election

Complete Schedule J, line 4 if the corporation elected to pay tax on the gain from the sale of an intangible under the related person exception to the anti-churning rules.

Credit Recaptures

Complete Schedule J, line 5, if the S corporation completed the credit recapture portion for any of the following forms:

• FTB 3511, Environmental Tax Credit
• FTB 3531, California Competes Tax Credit
• FTB 3554, New Employment Credit
• FTB 3805Z, Enterprise Zone Deduction and Credit Summary
• FTB 3807, Local Agency Military Base Recovery Area Deduction and Credit Summary
• FTB 3808, Manufacturing Enhancement Area Credit Summary
• FTB 3809, Targeted Tax Area Deduction and Credit Summary

Also complete Schedule J, line 5, if the S corporation is subject to recapture for any of the following credits:

• The Community Development Financial Institutions Investment Credit.
• The Employer Childcare Program Credit and Farmworker Housing Credit. (See the instructions for form FTB 3540, Part II, for more information).

Schedule K and Schedule K-1 (100S)

Shareholders’ Share of Income, Deductions, Credits, etc.

Purpose of Schedules

Schedule K is a summary schedule of all the shareholders’ shares of the S corporation’s income, deductions, credits, etc. Schedule K-1 (100S) shows each shareholder’s separate share of pass-through items and adjusted basis. Use federal Schedule K and Schedule K-1 (Form 1120S) as a basis for preparing California Schedule K and Schedule K-1 (100S).

Amounts on Schedule K-1 (100S) may not add up to amounts reflected on Form 100S, because Form 100S calculates tax at the S corporation level while Schedule K-1 (100S) amounts are calculated using different rules.

Attach one copy of each Schedule K-1 (100S) to the Form 100S filed with the FTB. Keep one copy of each Schedule K-1 (100S) for the S corporation’s records, and give each shareholder a copy of Schedule K-1 (100S) on or before the due date of Form 100S.

Be sure to give each shareholder a copy of either the Shareholder’s Instructions for Schedule K-1 (100S) included in this booklet or specific instructions for each item reported on the shareholder’s Schedule K-1 (100S).

Substitute Forms

The S corporation needs approval from the FTB to use a substitute Schedule K-1 (100S). The substitute schedule must include the Shareholder’s Instructions for Schedule K-1 (100S) or other prepared specific instructions. For more information and access to form FTB 1096, Agreement to Comply with FTB Pub. 1098 Annual Requirements and Specification; or FTB Pub. 1098, Annual Requirements and Specifications for the Development and Use of Substitute, Scannable, and Reproduced Tax Forms, email us at: SubstituteForms@ftb.ca.gov.

Special Reporting Requirements for Passive Activities

If items of income (loss), deduction, or credit from more than one activity are reported on Schedule K-1 (100S), the S corporation must attach a statement to Schedule K-1 (100S) for each activity that is a passive activity to the shareholder. Rental activities are passive activities to all shareholders. Trade or business activities are passive activities to shareholders who do not materially participate in the activity.

The attachment must include all the information explained in the instructions for federal Schedule K-1 (Form 1120S).

Specific Line Instructions

When completing the California Schedule K and Schedule K-1 (100S), refer to the Schedule K Federal/State Line References chart on page 46 included in this tax booklet, that shows the specific line references between the federal and state schedules.

Schedule K Only

In column (b), enter the amounts from federal Schedule K. In column (c), enter the adjustments resulting from differences between California and federal law (not adjustments relating to California source income). In column (d), enter the worldwide income computed under California law.

Item A through Item E (Schedule K-1 (100S) only)

To ensure correct processing of Schedule K-1 (100S), answer all items that are appropriate.

Item A – Get the instructions for federal Form 1120S, Specific Instruction for Schedule K-1, Part II, Item F, for more information.

Income

Line 1 – Ordinary business income (loss)

Enter in column (c) any California adjustments to ordinary income that do not need to be separately stated. Include in this column the adjustment to add back the minimum franchise tax or the 1.5% tax deducted for federal purposes.

Line 2 – Net rental real estate income (loss)

Enter the net income and expenses of any rental real estate activity of the S corporation. If the S corporation has more than one rental real estate activity reported on these lines, attach a separate schedule to list the income or loss from each activity, plus any other information required under the rules for passive activities. Attach form FTB 3801 to Form 100S.

Line 3a, Line 3b, and Line 3c – Other net rental income (loss) (Schedule K only)

Enter the net income and expenses of other rental activities not listed on line 2. If the S corporation has more than one rental activity reported on these lines, attach a separate schedule listing the income or loss from each activity, plus any other information required under the rules for passive activities.

Line 4 through Line 8, and Line 10a – Portfolio income (loss)

Portfolio income (loss) is any gross income from interest, dividends, annuities, or royalties that is not derived in the ordinary course of business. Portfolio income must be separately accounted for as such. Portfolio income also includes gains or losses from the sale or other disposition of property (other than an interest in a passive activity) producing portfolio income or held for investment.

Line 4, Line 5, and Line 6 – Interest income, dividends, and royalties income

Enter only taxable interest, dividend, and royalty income that is portfolio income.

Line 7 and Line 8 – Net capital gain (loss)

Enter on line 7 and line 8 the amount of capital gains and losses that is portfolio income (loss). If any of the income (loss) is not portfolio income (loss), include it on line 10b.

S corporations should report any net long-term capital gains on California Schedule K and Schedule K-1 (100S), line 8.

Line 9 – Net IRC Section 1231 gain (loss)

The amount for line 9 comes from Schedule D-1. Do not include specially allocated ordinary gains and losses or net gains or losses from involuntary conversions due to casualties or thefts on this line. Instead, report these gains or losses on line 10b.

If the S corporation has more than one activity and the amount on line 9 is a passive activity amount to the shareholder, attach a statement to Schedule K-1 (100S) to identify which activity the IRC Section 1231 gain (loss) relates.

Line 10a – Other portfolio income (loss)

Enter any other portfolio income (loss) not entered on lines 4, 5, 6, 7, and 8.

Line 10b – Other income (loss)

Enter any other item of income or loss not included on line 1 through line 8, line 9 and line 10a, such as:

• Wagering gains and losses. See IRC Section 165(d).
• Recovery of tax benefit items. See IRC Section 111.
• Any gain or loss where the S corporation was a trader or dealer in IRC Section 1256 contracts or property related to such contracts. See IRC Section 1256(f).
• Net gain (loss) from involuntary conversions due to casualty or theft.
• Loss(es) from qualified low-income housing projects for shareholders that are qualified investors.

Deductions

Line 11 – IRC Section 179 expense deduction

The amount of expense deduction for recovery property that can be claimed from all sources will vary depending on the type of property and the year of designation. For more information, see IRC Section 179 and R&TC Section 17201.

Line 12a – Charitable contributions

Enter the total amount of charitable contributions made by the S corporation during its taxable year on Schedule K and each shareholder’s distributive share on Schedule K-1 (100S). On an attachment to each schedule, separately show the dollar amount of contributions subject to each of the 50%, 30%, and 20% of adjusted gross income limits.

A resident shareholder is allowed a deduction for contributions to a qualified organization as provided in IRC Section 170.

Do not include any amounts taken into account for the College Access Tax Credit as a contribution on line 12a.

Line 12b – Investment interest expense

Complete this line whether or not a shareholder is subject to the investment interest rules.

Include on this line interest paid or accrued to purchase or carry property held for investment. Property held for investment includes property that produces portfolio income (interest, dividends, annuities, royalties, etc.). Therefore, interest expense allocable to portfolio income should be reported on Schedules K and K-1 (100S), line 12b rather than line 12e.

Investment interest does not include interest expense allocable to a passive activity. A passive activity is a rental activity or a trade or business activity in which the shareholder does not materially participate.

Property held for investment includes a shareholder’s interest in a trade or business activity that is not a passive activity to the shareholder and in which the shareholder does not materially participate. An example would be a shareholder’s working interest in oil and gas property (i.e., the shareholder’s interest is not limited) if the shareholder does not materially participate in the oil and gas activity.

The amount on line 12b will be reflected (after applying the investment interest expense limitations) by individual shareholders on their Schedule CA (540 or 540NR), California Adjustments.

For more information, get form FTB 3526, Investment Interest Expense Deduction.

Line 12c1 – IRC Section 59(e)(2) expenditures (Schedule K-1 (100S) only)

Enter the same amount in column (e) as entered in column (d). Refer to the instructions for federal Schedules K and K-1 (1120S).

Line 12d – Deductions-portfolio

Enter on this line the deductions allocable to portfolio income (loss) other than interest expenses. Generally, these deductions are IRC Section 212 expenses and are subject to IRC Section 212 limitations at the shareholder level. However, interest expense related to portfolio income (loss) is generally investment interest expense and is reported on line 12b.

Line 12e – Other deductions

Include on this line deductions not claimed on any other line. Attach a schedule that clearly shows how each deduction was computed and explain the basis for the deduction.

CODI. If for California purposes, the S corporation included CODI on Schedules K and K-1 as income during previous taxable years, and recognized the CODI for federal tax purposes in the current year, enter the federal CODI amount in column (c).

Financial Incentive for Seismic Improvement. For taxable years beginning on or after July 1, 2015, California allows an exclusion from gross income for any amount received as a loan forgiveness, grant, credit, rebate, voucher, or other financial incentive issued by the California Residential Mitigation Program or the California Earthquake Authority to assist a residential property owner or occupant with expenses paid, or obligations incurred, for earthquake loss mitigation. If for federal purposes, the S corporation included any amount as income on federal Schedule K and K-1, enter that amount in column (c).

Financial Incentive for Turf Removal. If for federal purposes, the S corporation included a rebate, voucher, or other financial incentive for a local turf removal water conservation program on the federal Schedule K and K-1 as income, enter that amount in column (c).

Penalty Assessed by Professional Sports League. California does not allow a business expense deduction for any fine or penalty paid or incurred by an owner of a professional sports franchise assessed or imposed by the professional sports league that includes that franchise. If for federal purposes, the corporation deducted the fine or penalty on the federal Schedule K and K-1, enter that amount in column (c) as an adjustment because for state purposes, the deduction is not allowed.

Credits

Line 13a – Low-income housing credit

R&TC Section 23610.5 provides that a credit may be claimed by owners of residential rental projects providing low-income housing. The credit is generally effective for buildings placed in service after 1986. If the shareholders are eligible to claim the low-income housing credit, attach a copy of form FTB 3521, Low-Income Housing Credit, to Form 100S and to each shareholder’s Schedule K-1 (100S), for more information.

Line 13b – Credits related to rental real estate activities

Report any information that the shareholder needs to figure credits related to a rental real estate activity other than the low-income housing credit that is included on line 13a. Attach to each shareholder’s Schedule K-1 (100S) a schedule showing the amount to be reported and the form on which the amount should be reported.

Line 13c – Credits related to other rental activities

Use this line to report information that the shareholder needs to figure credits related to a rental activity other than a rental real estate activity. Attach to each shareholder’s Schedule K-1 (100S) a schedule showing the amount to be reported and the form on which the amount should be reported.

Line 13d – Other credits

Enter on an attached schedule each shareholder’s allocable share of any credit or credit information reported on Schedule C (100S) that is related to a trade or business activity.

The following are examples of credits that may apply to each shareholder:

• Enterprise Zone Hiring Credit (get form FTB 3805Z).
• Local Agency Military Base Recovery Area (LAMBRA) Hiring Credit (get form FTB 3807).
• Manufacturing Enhancement Area (MEA) Hiring Credit (get form FTB 3808)
• Targeted Tax Area (TTA) Hiring Credit (get form FTB 3809).
• Research Credit (get form FTB 3523).

Line 14 – Withholding on payments to the S corporation allocated to all shareholders (Schedule K)

If withholding from payments made to the S corporation are made by another entity, payments withheld on you by this S corporation, or backup withholding, they are allocated to the shareholders by their stock ownership. Get FTB Pub. 1017, Resident and Nonresident Withholding Guidelines, for more information.

Line 14 – Total withholding (Schedule K-1 (100S))

Line 14 includes withholding from payments made to the S corporation allocated to all shareholders based on their stock ownership and payments withheld on nonresident shareholders. The S corporation must provide each shareholder (including California residents) with a completed Form 592-B. Shareholders must attach Form 592-B to the front of their California tax return to claim the withholding credit. The Schedule K-1 (100S) is not used for claiming the withholding credit.

Alternative Minimum Tax (AMT) Items

Line 15a through Line 15e

Enter the items of income and deductions that enter into each shareholder’s computation of AMT items. A shareholder with AMT items may be required to file Schedule P (540, 540NR, or 541), Alternative Minimum Tax and Credit Limitations.

Get the instructions for federal Schedules K and K-1 (Form 1120S), Alternative Minimum Tax (AMT) Items, line 15a through line 15f, for more information.

Items Affecting Shareholder Basis

Line 16a, Line 16b and Line 16c

Refer to the instructions for federal Schedules K and K-1 (Form 1120S) for more information.

Line 16d – Total property distributions including cash (Schedule K only)

Enter total distributions made to shareholders other than dividends reported on Schedule K, line 17c. Noncash distributions of appreciated property are valued at fair market value. Refer to the instructions for federal Form 1120S for the ordering rules on distributions.

Line 16d – Total property distributions including cash (Schedule K-1 (100S) only)

Report the distribution amount for each shareholder for distributions other than dividends reported on Schedule K-1 (100S), line 17c. Noncash distributions of appreciated property are valued at fair market value. Refer to the instructions for federal Form 1120S for the ordering rules on distributions.

Line 16e – Repayment of loans from shareholders (Schedule K-1 (100S) only)

Report the amount of loan repayments the S corporation has made to each shareholder who has loaned the S corporation money.

Other Information

Line 17a and Line 17b – Investment income and investment expenses

Complete these lines whether or not a shareholder is subject to the investment interest rules.

Enter on line 17a only the investment income included on Schedules K and K-1 (100S), line 4, line 5, line 6, and line 10a. Enter on line 17b only the investment expense included on Schedules K and K-1 (100S), line 12d.

If there are items of investment income or expense included in the amounts that are required to be passed through separately to the shareholder on Schedule K-1 (100S), such as net short-term capital gain or loss, net long-term gain or loss and other portfolio gains or losses, give each shareholder a schedule identifying these amounts. See the instructions for federal Form 1120S for more information on portfolio income.

Investment income includes gross income from property held for investment, gain attributable to the disposition of property held for investment, and other amounts that are gross portfolio income. Investment income and investment expenses do not include any income or expenses from a passive activity.

Property subject to a net lease is not treated as investment property because it is subject to the passive loss rules. Do not reduce investment income by losses from passive activities.

Investment expenses are deductible expenses (other than interest) directly connected with the production of investment income.

Get form FTB 3526 for more information.

Line 17c – Total dividend distributions (Schedule K only)

Report the distribution amount made out of prior C corporation years accumulated earnings and profits (E&P). The S corporation should issue a federal Form 1099-DIV, Dividends and Distributions, to each of the shareholders reporting their proportionate distribution amounts.

Line 17c – Total taxable dividend distributions (Schedule K-1 (100S) only)

Report the distribution amount for each shareholder that was paid out of prior C corporation years accumulated E&P. Each shareholder should receive a federal Form 1099-DIV reporting the proportionate distribution amount shown on Schedule K-1 (100S), line 17c.

Line 17d – Other items and amounts (Schedule K only)

The S corporation may need to report supplemental information separately to each shareholder that is not specifically requested on the Schedule K-1 (100S).

If the S corporation has supplemental information not included in lines 1 through 17b and lines 18a-e, write “See attached” on Line 17d, column (b) and column (d) and provide a schedule with details.

Attach the schedule to the Schedule K showing the computation of those items that must be reported separately to shareholders including any credit recapture reported to shareholders on Schedule K-1 (100S), line 17d.

Shareholders may need to obtain the amount of their proportionate interest of aggregate gross receipts, less returns and allowances, from the S corporation. Alternative minimum taxable income shall not include income, adjustments, and items of tax preference related to any trade or business of a qualified taxpayer who has gross receipts, less returns and allowances, during the taxable year of less than $1 million from all trades or businesses. The S corporation can provide the shareholder’s proportionate interest of aggregate gross receipts on Schedule K-1 (100S), line 17d.

For purposes of R&TC Section 17062(b)(4), “gross receipts” means the sum of gross receipts from the production of business income (within the meaning of subdivisions (a) and (c) of R&TC Section 25120) and the gross receipts from the production of nonbusiness income (within the meaning of subdivision (d) of R&TC Section 25120). For taxable years beginning on or after January 1, 2011, R&TC Section 25120 was amended to add the definition of gross receipts. For a complete definition of “gross receipts”, refer to R&TC Section 25120(f), or go to ftb.ca.gov and search for 25120. “Proportionate interest” includes an interest in a pass-through entity. See R&TC Section 17062, the instructions for federal Schedule K (Form 1120S), line 17d, and the instructions for Schedule K-1 (100S) for more information.

The gain or loss on property subject to the IRC Section 179 expense deduction recapture should be reported on the Schedule K and Schedule K-1 (100S) as supplemental information as instructed on the federal Form 4797.

The S corporation must provide all of the following information with respect to a disposition of business property if an IRC Section 179 expense deduction was claimed in prior years:

• Description of the property.
• Date the property was acquired and placed in service.
• Date of the sale or other disposition of the property.
• The gross sales price or amount realized.
• The cost or other basis plus the expense of sale (reduced as explained in the instructions for federal Form 4797, line 21).
• The depreciation allowed or allowable, determined as described in the instructions for federal Form 4797, line 22, but excluding the IRC Section 179 expense deduction.
• The IRC Section 179 expense deduction (if any) passed through for the property and the S corporation’s taxable year(s) in which the amount was passed through.
• If the disposition is due to a casualty or theft, a statement indicating so, and any additional information needed by the shareholder.
• If the sale was an installment sale made during the S corporation’s taxable year, any information the shareholder needs to complete federal Form 6252, Installment Sale Income. The S corporation also must separately report the shareholder’s share of all payments received for the property in the following taxable years. (Installment payments received for sales made in prior taxable years should be reported in the same manner used in the prior taxable years). See instructions for federal Form 6252 for more information.

Line 17d – Other information (Schedule K-1 (100S) only)

Supplemental Information

The S corporation will provide supplemental information required to be reported to each shareholder on this line. Write “See attached” on Line 17d, column (b) and column (d) and provide a schedule with details.

The gain or loss on property subject to the IRC Section 179 expense deduction recapture should be reported on the Schedule K and Schedule K-1 (100S) as other information as instructed on the federal Form 4797.

The S corporation must provide all of the following information with respect to a disposition of business property if an IRC Section 179 expense deduction was claimed in prior years:

• Date the property was acquired and placed in service.
• Date of the sale or other disposition of the property.
• The shareholder’s share of the gross sales price or amount realized.
• The shareholder’s share of the cost or other basis plus the expense of sale (reduced as explained in the instructions for federal Form 4797, line 21).
• The shareholder’s share of the depreciation allowed or allowable, determined as described in the instructions for federal Form 4797, line 22, but excluding the IRC Section 179 expense deduction.
• The shareholder’s share of the IRC Section 179 expense deduction (if any) passed through for the property and the S corporation’s taxable year(s) in which the amount was passed through.
• If the disposition is due to a casualty or theft, a statement indicating so, and any additional information needed by the shareholder.
• If the sale was an installment sale made during the S corporation’s taxable year, any information the shareholder needs to complete federal Form 6252. The S corporation also must separately report the shareholder’s share of all payments received for the property in the following taxable years. (Installment payments received for sales made in prior taxable years should be reported in the same manner used in the prior taxable years.) See instructions for federal Form 6252 for details.

The S corporation should provide an amount showing each shareholder’s proportionate interest in the S corporation’s aggregate gross receipts, less returns and allowances, on Schedule K-1 (100S), line 17d. See the instructions for Schedule K, line 17d.

Report the credit recapture amount on Schedule K-1(100S), line 17d if the S corporation completed the credit recapture portion of the following forms:

• FTB 3511, Environmental Tax Credit
• FTB 3531, California Competes Tax Credit
• FTB 3554, New Employment Credit
• FTB 3805Z, Enterprise Zone Deduction and Credit Summary
• FTB 3807, Local Agency Military Base Recovery Area Deduction and Credit Summary
• FTB 3808, Manufacturing Enhancement Area Credit Summary
• FTB 3809, Targeted Tax Area Deduction and Credit Summary

Also, report the credit recapture amount on line 17d if the corporation is subject to recapture of the following:

• The Community Development Financial Institutions Investment Credit
• The Employer Childcare Program Credit and Farmworker Housing Credit. (See the instructions for form FTB 3540, Part II, for more information.)

Attach a statement showing each of the following:

1. Each shareholder’s share of business income apportioned to an EZ, LAMBRA, MEA, or TTA.
2. Each shareholder’s pro-rata share of business capital gain or loss included in 1 above.

Other State Taxes

Line 18a Through Line 18e

Subject to certain conditions, shareholders may claim a credit against their individual tax for net income taxes paid by the S corporation to another state that either taxes the corporation as an S corporation or does not recognize S corporation status. For purposes of this credit, net income taxes include the shareholder’s share of taxes on, according to, or measured by income. Enter the name of the other state(s), the income reported to the other state(s), and the amount of tax paid. Attach a copy of the return filed with the other state(s).

Residents are taxable on all their pro-rata share of income and generally receive a credit for taxes paid to other states. Nonresidents must use the amounts shown in Schedule K-1 (100S), column (e). See R&TC Sections 18001, 18002, and 18006 for more information.

Other Shareholder Information (Schedule K-1 (100S) only)

Table 1 – Enter the shareholder’s pro-rata share of nonbusiness income from intangibles. Because the source of this income must be determined at the shareholder level, do not enter income in this category in column (e). If the income (loss) for an income item is a mixture of income (loss) in different subclasses (for example, short and long-term capital gain), attach a supplemental schedule providing a breakdown of income in each subclass.

Nonbusiness income is all income other than business income as defined under Table 2.

Table 2 – The S corporation will complete Schedule K-1(100S), Table 2, Items A – C.

In Item A, enter the shareholder’s pro-rata share of the S corporation’s business income. The shareholder will then add that income to its own business income and apportion the combined business income.

Business income is defined by Cal. Code Regs., tit. 18 section 25120(a) as income arising in the regular course of the taxpayer’s trade or business. Business income includes income from tangible and intangible property if the acquisition, management, and disposition of the property constitutes integral parts of the taxpayer’s regular trade or business.

In Item B, enter the shareholder’s pro-rata share of nonbusiness income from real and tangible property that is located in California. Because this income has a California source, this income should also be included on the appropriate line in column (e).

In Item C, enter the shareholder’s pro-rata share of the S corporation’s payroll, property, and sales factors. The S corporation will complete Schedule K-1(100S), Table 2, Item C to report the shareholder’s distributive share of property, payroll and sales total within California.

The shareholders will use Schedule K-1(100S), Table 2, Item C to determine if they meet threshold amounts of California property, payroll, and sales. For more information on the doing business test, see General Information A, Franchise or Income Tax.

Schedule L – Balance Sheet

If the S corporation’s total receipts (see top of page 64 for the definition of total receipts) for the taxable year and total assets at the end of the taxable year are less than $250,000, the S corporation is not required to complete Schedule L and Schedule M-1. However, this information must be available in the future upon request.

Schedule M-1 – Reconciliation of Income (Loss) per Books With Income (Loss) per Return

Schedule M-1 is used to reconcile the difference between book and tax accounting for an income or expense item. If the S corporation’s total receipts for the taxable year and total assets at the end of the taxable year are less than $250,000, the S corporation is not required to complete Schedule L and Schedule M-1. However, this information must be available in the future upon request.

To reconcile the S corporation’s income (loss) per books with the income (loss) per the California return, adjustments consistent with California income and franchise tax law must be made to the book income and expenses to compute the California income (loss) on Schedule M-1, line 8. These adjustments will convert book income to the total California income (loss) reflected on line 19, column (d) of Schedule K.

S Corporation With Total Assets of At Least $10 Million or More but Less Than $50 Million. For taxable years beginning on or after January 1, 2014, the IRS allows corporations with at least $10 million but less than $50 million in total assets at tax year end to file Schedule M-1 (Form 1120S) in place of Schedule M-3 (Form 1120S), Parts II and III. However, Schedule M-3 (Form 1120S), Part I, is required for these corporations. For California purposes, the corporation must complete the California Schedule M-1, and attach either of the following:

• A copy of the federal Schedule M-3 (Form 1120S) and related attachments to the Form 100S.
• A complete copy of the federal return.

The FTB will accept the federal Schedule M-3 (Form 1120S) in a spreadsheet format if more convenient.

Schedule M-2 – CA Accumulated Adjustments Account, Other Adjustments Account, and Other Retained Earnings

The computation of the California Accumulated Adjustments Account (AAA) and Other Adjustments Account (OAA) is similar to the federal computation applying California amounts. Get the instructions for federal Form 1120S and IRC Section 1368 for more information.

Column (a) – The AAA is an account of the S corporation that generally reflects the accumulated undistributed net income of the corporation for the corporation’s post-1986 years. S corporations with accumulated E&P from C corporation years must maintain the AAA to determine the tax effect of distributions during S corporation years and the post-termination transition period. An S corporation without accumulated E&P does not need to maintain the AAA in order to determine the tax effect of distributions. However, if an S corporation without accumulated E&P engages in certain transactions to which IRC Section 381(a) applies, such as a merger into an S corporation with accumulated E&P, the S corporation must be able to calculate its AAA at the time of the merger for purposes of determining the tax effect of post-merger distributions. Therefore, it is recommended that all S corporations maintain the AAA.

At the end of the taxable year, the AAA is determined by taking into account all items of income, loss, and deductions for the taxable year (including nondeductible losses and expenses that are not capitalized but excluding certain exempt income and state taxes attributable to C corporation years). After the year-end income and expense adjustments are made, the account is reduced by distributions made during the taxable year. The AAA should be reduced by the California built-in gains tax amount and the minimum franchise tax.

The amount on Form 100S, Side 1, line 2, should be included as an other addition on Schedule M-2, line 3, and as an other reduction on Schedule M-2, line 5. Also include any other adjustments to arrive at California income.

The AAA may have a negative balance at year-end as a result of losses or deductions from the S corporation.

Column (b) – The other adjustments account is adjusted for tax-exempt income (and related expenses) of the S corporation. After adjusting for tax-exempt income, the account is reduced for any distributions made during the year.

Column (c) – Other retained earnings include appropriated and unappropriated retained earnings accumulated in prior years when the S corporation was a C corporation. Line 1, column (c) for the first S corporation return will be the sum of the ending balances of appropriated and unappropriated retained earnings for the previous year.

Distributions

Generally, property distributions (including cash) are applied in the following order to reduce accounts of the S corporation that are used to compute the tax effect of distributions made by the S corporation to its shareholders:

1. Reduce the AAA determined without regard to any net negative adjustment for the taxable year (but not below zero). If distributions during the taxable year exceed the AAA at the close of the taxable year determined without regard to any net negative adjustment for the taxable year, the AAA is allocated pro-rata to each distribution made during the taxable year. See IRC Section 1368(c). The term “net negative adjustment” means the excess, if any, of the reductions in the AAA for the taxable year (other than distributions) over the increases in the AAA for the taxable year.
2. Reduce accumulated E&P. Generally, the S corporation has accumulated E&P only if it has not distributed E&P accumulated in prior years when the S corporation was a C corporation, IRC Section 1361(a)(2), or when the S corporation merged with another corporation that has C corporation accumulated E&P. The only adjustments that can be made to the accumulated E&P of an S corporation are both of the following:
   1. Reductions for dividend distributions.
   2. Adjustments for redemptions, liquidations, reorganizations, etc.
3. Reduce the OAA.
4. Reduce any remaining shareholders’ equity account.

Shareholders’ previously taxed income (PTI) on federal Form 1120S, Schedule M-2, column (c) – California S corporations will never have undistributed PTI. The federal code section that created PTI was removed from the IRC before California incorporated the federal S corporation provisions into the R&TC.

Elections Relating to the Order of Distributions

The corporation may modify the ordering rules by making one or more of the following elections:

• Election to distribute accumulated E&P first. If the corporation has accumulated E&P and wants to distribute E&P before making distributions from the AAA, it may elect to do so with the consent of all its affected shareholders – IRC Section 1368(e)(3)(B). This election is irrevocable and applies only for the taxable year for which it is made. For more information regarding this election, see “Statement Regarding Elections” on this page.
• Election to make a deemed dividend. If the corporation wants to distribute all or part of its C corporation accumulated E&P through a deemed dividend, it may elect to do so with the consent of all its affected shareholders – IRC Section 1368(e)(3)(B). Under this section, the corporation will be treated as also having made the election to distribute E&P first. The amount of the deemed dividend cannot exceed the accumulated E&P at the end of the taxable year reduced by any actual distributions of accumulated E&P made during the taxable year. A deemed dividend is treated as if it were a pro-rata distribution of money to the shareholders, received by the shareholders, and immediately contributed back to the corporation all on the last day of the taxable year. This election is irrevocable and applies only for the taxable year for which it is made.

Statement Regarding Elections

To make any elections relating to the order of distribution, the corporation must attach a statement to a timely filed original Form 100S or amended Form 100S for the year in which the election is made. The corporation must identify the election it is making and state that each shareholder consents to the election. A corporate officer must sign the statement under penalties of perjury on behalf of the corporation. The statement of election to make a deemed dividend must include the amount of the deemed dividend distributed to each shareholder.

When making either of the elections, the corporation must prepare copies of federal Form 1099-DIV for shareholders to report this dividend as taxable income.

The corporation may file the election for California purposes only. It is not necessary for the corporation to have the same election for federal purposes in order to make a California election. However, regardless of whether or not the corporation makes the same election on the federal return, the corporation must attach a separate election statement to the California return.

C Corporation E&P

Check the box on Schedule M-2, below line 9, if the S corporation was a C corporation in a prior year(s) and has C corporation E&P at the end of the taxable year. For this purpose, C corporation E&P means the remaining balance of E&P of any S corporation for any taxable year when it was not an S corporation. If the S corporation has C corporation E&P, it may be liable for excess net passive income tax and the distributions to shareholders may have different tax consequences for federal and California purposes. See instructions for Form 100S, Side 2, line 27 and line 28, for details on these taxes.

Credit Chart

Repealed Credits with Carryover or Recapture Provisions:

The expiration dates for the credits listed below have passed. However, these credits had carryover or recapture provisions. The corporation may claim these credits if there is a carryover available from prior years. Get form FTB 3540, Credit Carryover and Recapture Summary, to figure the credit carryover to future years. For EZ, LAMBRA, or TTA credit carryovers, get form FTB 3805Z, form FTB 3807, or form FTB 3809.

• Agricultural Products: 175
• Commercial Solar Electric System: 196
• Commercial Solar Energy: 181
• Community Development Financial Institutions Investment: 209
• Contribution of Computer Software: 202
• Donated Fresh Fruits or Vegetables: 224
• Employer Childcare Contribution: 190
• Employer Childcare Program: 189
• Employer Ridesharing – Large employer: 191
• Employer Ridesharing – Small employer: 192
• Employer Ridesharing – Transit passes: 193
• Energy Conservation: 182
• Enterprise Zone Sales or Use Tax: 176
• Farmworker Housing – Construction: 207
• Local Agency Military Base Recovery Area Sales or Use Tax: 198
• Low-Emission Vehicles: 160
• New Jobs: 220
• Orphan Drug: 185
• Recycling Equipment: 174
• Rice Straw: 206
• Ridesharing: 171
• Salmon & Steelhead Trout Habitat Restoration: 200
• Solar Energy: 180
• Solar Pump: 179
• Targeted Tax Area Sales or Use Tax : 210
• Technology Property Contributions: 201

Schedule K Federal/State Line References

The following chart cross-references the line items on the federal Schedule K (1120S) to the appropriate line items on the California Schedule K (100S). For more information, see Specific Line Instructions for Schedule K (100S) and Schedule K-1 (100S), Shareholder’s Share of Income, Deductions, Credits, etc, included in this booklet.

Principal Business Activity Codes

This list of principal business activities and their associated codes is designed to classify a business by the type of activity in which it is engaged to facilitate the administration of the California Revenue and Taxation Code. These principal business activity codes are based on the North American Industry Classification System.

Using the list of activities and codes below, determine from which activity the company derives the largest percentage of its ‘’total receipts.’’ Total receipts is defined as the sum of gross receipts or sales (Form 100, Side 4, Schedule F, line 1a) plus all other income (Form 100, Side 4, Schedule F, lines 4 through 10). If the company purchases raw materials and supplies them to a subcontractor to produce the finished product, but retains title to the product, the company is considered a manufacturer and must use one of the manufacturing codes (311110-339900).

Once the principal business activity is determined, entries must be made on Form 100, Question F. For the business activity code, enter the six-digit code selected from the list below. On the next line enter a brief description of the company’s business activity. Finally, enter a description of the principal product or service of the company on the next line.

Agriculture, Forestry, Fishing, and Hunting

Crop Production

Code

 

111100

Oilseed & Grain Farming

111210

Vegetable & Melon Farming (including potatoes & yams)

111300

Fruit & Tree Nut Farming

111400

Greenhouse, Nursery, & Floriculture Production

111900

Other Crop Farming (including tobacco, cotton, sugarcane, hay, peanut, sugar beet, & all other crop farming)

Animal Production

112111

Beef Cattle Ranching & Farming

112112

Cattle Feedlots

112120

Dairy Cattle & Milk Production

112210

Hog & Pig Farming

112300

Poultry & Egg Production

112400

Sheep & Goat Farming

112510

Aquaculture (including shellfish & finfish farms & hatcheries)

112900

Other Animal Production

Forestry and Logging

113110

Timber Tract Operations

113210

Forest Nurseries & Gathering of Forest Products

113310

Logging

Fishing, Hunting and Trapping

114110

Fishing

114210

Hunting & Trapping

Support Activities for Agriculture and Forestry

115110

Support Activities for Crop Production (including cotton ginning, soil preparation, planting, & cultivating)

115210

Support Activities for Animal Production

115310

Support Activities for Forestry

Mining

211120

Crude Petroleum Extraction

211130

Natural Gas Extraction

212110

Coal Mining

212200

Metal Ore Mining

212310

Stone Mining & Quarrying

212320

Sand, Gravel, Clay, & Ceramic & Refractory Mineral Mining & Quarrying

212390

Other Nonmetallic Mineral Mining & Quarrying

213110

Support Activities for Mining

Utilities

221100

Electric Power Generation, Transmission & Distribution

221210

Natural Gas Distribution

221300

Water, Sewage, & Other Systems

221500

Combination Gas and Electric

Construction

Construction of Buildings

236110

Residential Building Construction

236200

Nonresidential Building Construction

Heavy and Civil Engineering Construction

237100

Utility System Construction

237210

Land Subdivision

237310

Highway, Street, & Bridge Construction

237990

Other Heavy & Civil Engineering Construction

Specialty Trade Contractors

238100

Foundation, Structure, & Building Exterior Contractors (including framing carpentry, masonry, glass, roofing, & siding)

238210

Electrical Contractors

238220

Plumbing, Heating, & Air-Conditioning Contractors

238290

Other Building Equipment Contractors

238300

Building Finishing Contractors (including drywall, insulation, painting, wallcovering, flooring, tile, & finish carpentry)

238900

Other Specialty Trade Contractors (including site preparation)

Manufacturing

Food Manufacturing

311110

Animal Food Mfg

311200

Grain & Oilseed Milling

311300

Sugar & Confectionery Product Mfg

311400

Fruit & Vegetable Preserving & Specialty Food Mfg

311500

Dairy Product Mfg

311610

Animal Slaughtering and Processing

311710

Seafood Product Preparation & Packaging

311800

Bakeries, Tortilla & Dry Pasta Mfg

311900

Other Food Mfg (including coffee, tea, flavorings, & seasonings)

Beverage and Tobacco Product Manufacturing

312110

Soft Drink & Ice Mfg

312120

Breweries

312130

Wineries

312140

Distilleries

312200

Tobacco Manufacturing

Textile Mills and Textile Product Mills

313000

Textile Mills

314000

Textile Product Mills

Apparel Manufacturing

315100

Apparel Knitting Mills

315210

Cut & Sew Apparel Contractors

315220

Men’s & Boys’ Cut & Sew Apparel Mfg

315240

Women’s, Girls’ and Infants’ Cut and Sew Apparel Mfg

315280

Other Cut & Sew Apparel Mfg

315990

Apparel Accessories & Other Apparel Mfg

Leather and Allied Product Manufacturing

316110

Leather & Hide Tanning & Finishing

316210

Footwear Mfg (including rubber & plastics)

316990

Other Leather & Allied Product Mfg

Wood Product Manufacturing

321110

Sawmills & Wood Preservation

321210

Veneer, Plywood, & Engineered Wood Product Mfg

321900

Other Wood Product Mfg

Paper Manufacturing

322100

Pulp, Paper, & Paperboard Mills

322200

Converted Paper Product Mfg

Printing and Related Support Activities

323100

Printing & Related Support Activities

Petroleum and Coal Products Manufacturing

324110

Petroleum Refineries (including integrated)

324120

Asphalt Paving, Roofing, & Saturated Materials Mfg

324190

Other Petroleum & Coal Products Mfg

Chemical Manufacturing

325100

Basic Chemical Mfg

325200

Resin, Synthetic Rubber, & Artificial & Synthetic Fibers & Filaments Mfg

325300

Pesticide, Fertilizer, & Other Agricultural Chemical Mfg

325410

Pharmaceutical & Medicine Mfg

325500

Paint, Coating, & Adhesive Mfg

325600

Soap, Cleaning Compound, & Toilet Preparation Mfg

325900

Other Chemical Product & Preparation Mfg

Plastics and Rubber Products Manufacturing

326100

Plastics Product Mfg

326200

Rubber Product Mfg

Nonmetallic Mineral Product Manufacturing

327100

Clay Product & Refractory Mfg

327210

Glass & Glass Product Mfg

327300

Cement & Concrete Product Mfg

327400

Lime & Gypsum Product Mfg

327900

Other Nonmetallic Mineral Product Mfg

Primary Metal Manufacturing

331110

Iron & Steel Mills & Ferroalloy Mfg

331200

Steel Product Mfg from Purchased Steel

331310

Alumina & Aluminum Production & Processing

331400

Nonferrous Metal (except Aluminum) Production & Processing

331500

Foundries

Fabricated Metal Product Manufacturing

332110

Forging & Stamping

332210

Cutlery & Handtool Mfg

332300

Architectural & Structural Metals Mfg

332400

Boiler, Tank, & Shipping Container Mfg

332510

Hardware Mfg

332610

Spring & Wire Product Mfg

332700

Machine Shops; Turned Product; & Screw, Nut, & Bolt Mfg

332810

Coating, Engraving, Heat Treating, & Allied Activities

332900

Other Fabricated Metal Product Mfg

Machinery Manufacturing

333100

Agriculture, Construction, & Mining Machinery Mfg

333200

Industrial Machinery Mfg

333310

Commercial & Service Industry Machinery Mfg

333410

Ventilation, Heating, Air-Conditioning, & Commercial Refrigeration Equipment Mfg

333510

Metalworking Machinery Mfg

333610

Engine, Turbine, & Power Transmission Equipment Mfg

333900

Other General Purpose Machinery Mfg

Computer and Electronic Product Manufacturing

334110

Computer & Peripheral Equipment Mfg

334200

Communications Equipment Mfg

334310

Audio & Video Equipment Mfg

334410

Semiconductor & Other Electronic Component Mfg

334500

Navigational, Measuring, Electromedical, & Control Instruments Mfg

334610

Manufacturing & Reproducing Magnetic & Optical Media

Electrical Equipment, Appliance, and Component Manufacturing

335100

Electric Lighting Equipment Mfg

335200

Major Household Appliance Mfg

335310

Electrical Equipment Mfg

335900

Other Electrical Equipment & Component Mfg

Transportation Equipment Manufacturing

336100

Motor Vehicle Mfg

336210

Motor Vehicle Body & Trailer Mfg

336300

Motor Vehicle Parts Mfg

336410

Aerospace Product & Parts Mfg

336510

Railroad Rolling Stock Mfg

336610

Ship & Boat Building

336990

Other Transportation Equipment Mfg

Furniture and Related Product Manufacturing

337000

Furniture & Related Product Manufacturing

Miscellaneous Manufacturing

339110

Medical Equipment & Supplies Mfg

339900

Other Miscellaneous Manufacturing

Wholesale Trade

Merchant Wholesalers, Durable Goods

423100

Motor Vehicle & Motor Vehicle Parts & Supplies

423200

Furniture & Home Furnishings

423300

Lumber & Other Construction Materials

423400

Professional & Commercial Equipment & Supplies

423500

Metal & Mineral (except Petroleum)

423600

Household Appliances and Electrical and Electronic Goods

423700

Hardware, & Plumbing & Heating Equipment & Supplies

423800

Machinery, Equipment, & Supplies

423910

Sporting & Recreational Goods & Supplies

423920

Toy & Hobby Goods & Supplies

423930

Recyclable Materials

423940

Jewelry, Watch, Precious Stone, & Precious Metals

423990

Other Miscellaneous Durable Goods

Merchant Wholesalers, Nondurable Goods

424100

Paper & Paper Products

424210

Drugs & Druggists’ Sundries

424300

Apparel, Piece Goods, & Notions

424400

Grocery & Related Products

424500

Farm Product Raw Materials

424600

Chemical & Allied Products

424700

Petroleum & Petroleum Products

424800

Beer, Wine, & Distilled Alcoholic Beverages

424910

Farm Supplies

424920

Book, Periodical, & Newspapers

424930

Flower, Nursery Stock, & Florists’ Supplies

424940

Tobacco & Tobacco Products

424950

Paint, Varnish, & Supplies

424990

Other Miscellaneous Nondurable Goods

Wholesale Electronic Markets and Agents and Brokers

425110

Business to Business Electronic Markets

425120

Wholesale Trade Agents & Brokers

Retail Trade

Motor Vehicle and Parts Dealers

441110

New Car Dealers

441120

Used Car Dealers

441210

Recreational Vehicle Dealers

441222

Boat Dealers

441228

Motorcycle, ATV, and All Other Motor Vehicle Dealers

441300

Automotive Parts, Accessories, & Tire Stores

Furniture and Home Furnishings Stores

442110

Furniture Stores

442210

Floor Covering Stores

442291

Window Treatment Stores

442299

All Other Home Furnishings Stores

Electronics and Appliance Stores

443141

Household Appliance Stores

443142

Electronics Stores (including Audio, Video, Computer, and Camera Stores)

Building Material and Garden Equipment and Supplies Dealers

444110

Home Centers

444120

Paint & Wallpaper Stores

444130

Hardware Stores

444190

Other Building Material Dealers

444200

Lawn & Garden Equipment & Supplies Stores

Food and Beverage Stores

445110

Supermarkets and Other Grocery (except Convenience) Stores

445120

Convenience Stores

445210

Meat Markets

445220

Fish & Seafood Markets

445230

Fruit & Vegetable Markets

445291

Baked Goods Stores

445292

Confectionery & Nut Stores

445299

All Other Specialty Food Stores

445310

Beer, Wine, & Liquor Stores

Health and Personal Care Stores

446110

Pharmacies & Drug Stores

446120

Cosmetics, Beauty Supplies, & Perfume Stores

446130

Optical Goods Stores

446190

Other Health & Personal Care Stores

Gasoline Stations

447100

Gasoline Stations (including convenience stores with gas)

Clothing and Clothing Accessories Stores

448110

Men’s Clothing Stores

448120

Women’s Clothing Stores

448130

Children’s & Infants’ Clothing Stores

448140

Family Clothing Stores

448150

Clothing Accessories Stores

448190

Other Clothing Stores

448210

Shoe Stores

448310

Jewelry Stores

448320

Luggage & Leather Goods Stores

Sporting Goods, Hobby, Book, and Music Stores

451110

Sporting Goods Stores

451120

Hobby, Toy, & Game Stores

451130

Sewing, Needlework, & Piece Goods Stores

451140

Musical Instrument & Supplies Stores

451211

Book Stores

451212

News Dealers & Newsstands

General Merchandise Stores

452200

Department Stores

452300

General Merchandise Stores, incl. Warehouse Clubs and Supercenters

Miscellaneous Store Retailers

453110

Florists

453210

Office Supplies & Stationery Stores

453220

Gift, Novelty, & Souvenir Stores

453310

Used Merchandise Stores

453910

Pet & Pet Supplies Stores

453920

Art Dealers

453930

Manufactured (Mobile) Home Dealers

453990

All Other Miscellaneous Store Retailers (including tobacco, candle, & trophy shops)

Nonstore Retailers

454110

Electronic Shopping & Mail-Order Houses

454210

Vending Machine Operators

454310

Fuel Dealers (including Heating Oil and Liquefied Petroleum)

454390

Other Direct Selling Establishments (including door-to-door retailing, frozen food plan providers, party plan merchandisers, & coffee-break service providers)

Transportation and Warehousing

Air, Rail, and Water Transportation

481000

Air Transportation

482110

Rail Transportation

483000

Water Transportation

Truck Transportation

484110

General Freight Trucking, Local

484120

General Freight Trucking, Long-distance

484200

Specialized Freight Trucking

Transit and Ground Passenger Transportation

485110

Urban Transit Systems

485210

Interurban & Rural Bus Transportation

485310

Taxi Service

485320

Limousine Service

485410

School & Employee Bus Transportation

485510

Charter Bus Industry

485990

Other Transit & Ground Passenger Transportation

Pipeline Transportation

486000

Pipeline Transportation

Scenic & Sightseeing Transportation

487000

Scenic & Sightseeing Transportation

Support Activities for Transportation

488100

Support Activities for Air Transportation

488210

Support Activities for Rail Transportation

488300

Support Activities for Water Transportation

488410

Motor Vehicle Towing

488490

Other Support Activities for Road Transportation

488510

Freight Transportation Arrangement

488990

Other Support Activities for Transportation

Couriers and Messengers

492110

Couriers

492210

Local Messengers & Local Delivery

Warehousing and Storage

493100

Warehousing & Storage (except lessors of miniwarehouses & self- storage units)

Information

Publishing Industries (except Internet)

511110

Newspaper Publishers

511120

Periodical Publishers

511130

Book Publishers

511140

Directory & Mailing List Publishers

511190

Other Publishers

511210

Software Publishers

Motion Picture and Sound Recording Industries

512100

Motion Picture & Video Industries (except video rental)

512200

Sound Recording Industries

Broadcasting (except Internet)

515100

Radio & Television Broadcasting

515210

Cable & Other Subscription Programming

Telecommunications

517000

Telecommunications (including paging, cellular, satellite, cable & other program distribution, resellers, & other telecommunications & internet service providers)

Data Processing Services

518210

Data Processing, Hosting, & Related Services

Other Information Services

519100

Other Information Services (including news syndicates, libraries, internet publishing & broadcasting)

Finance and Insurance

Depository Credit Intermediation

522110

Commercial Banking

522120

Savings Institutions

522130

Credit Unions

522190

Other Depository Credit Intermediation

Nondepository Credit Intermediation

522210

Credit Card Issuing

522220

Sales Financing

522291

Consumer Lending

522292

Real Estate Credit (including mortgage bankers & originators)

522293

International Trade Financing

522294

Secondary Market Financing

522298

All Other Nondepository Credit Intermediation

Activities Related to Credit Intermediation

522300

Activities Related to Credit Intermediation (including loan brokers, check clearing, & money transmitting)

Securities, Commodity Contracts, and Other Financial Investments and Related Activities

523110

Investment Banking & Securities Dealing

523120

Securities Brokerage

523130

Commodity Contracts Dealing

523140

Commodity Contracts Brokerage

523210

Securities & Commodity Exchanges

523900

Other Financial Investment Activities (including portfolio management & investment advice)

Insurance Carriers and Related Activities

524140

Direct Life, Health, & Medical Insurance Carriers

524150

Direct Insurance (except Life, Health, & Medical) Carriers

524210

Insurance Agencies & Brokerages

524290

Other Insurance Related Activities (including third-party administration of insurance and pension funds)

Funds, Trusts, and Other Financial Vehicles

525100

Insurance & Employee Benefit Funds

525910

Open-End Investment Funds (Form 1120-RIC)

525920

Trusts, Estates, & Agency Accounts

525990

Other Financial Vehicles (including mortgage REITS & closed-end investment funds)

“Offices of Bank Holding Companies” and “Offices of Other Holding Companies” are located under Management of Companies (Holding Companies) on next page.

Real Estate and Rental and Leasing

Real Estate

531110

Lessors of Residential Buildings & Dwellings (including equity REITs)

531120

Lessors of Nonresidential Buildings (except Miniwarehouses) (including equity REITs)

531130

Lessors of Miniwarehouses & Self-Storage Units (including equity REITs)

531190

Lessors of Other Real Estate Property (including equity REITs)

531210

Offices of Real Estate Agents & Brokers

531310

Real Estate Property Managers

531320

Offices of Real Estate Appraisers

531390

Other Activities Related to Real Estate

Rental and Leasing Services

532100

Automotive Equipment Rental & Leasing

532210

Consumer Electronics & Appliances Rental

532281

Formal Wear & Costume Rental

532282

Video Tape & Disc Rental

532283

Home Health Equipment Rental

532284

Recreational Goods Rental

532289

All Other Consumer Goods Rental

532310

General Rental Centers

532400

Commercial & Industrial Machinery & Equipment Rental & Leasing

Lessors of Nonfinancial Intangible Assets (except copyrighted works)

533110

Lessors of Nonfinancial Intangible Assets (except copyrighted works)

Professional, Scientific, and Technical Services

Legal Services

541110

Offices of Lawyers

541190

Other Legal Services

Accounting, Tax Preparation, Bookkeeping, and Payroll Services

541211

Offices of Certified Public Accountants

541213

Tax Preparation Services

541214

Payroll Services

541219

Other Accounting Services

Architectural, Engineering, and Related Services

541310

Architectural Services

541320

Landscape Architecture Services

541330

Engineering Services

541340

Drafting Services

541350

Building Inspection Services

541360

Geophysical Surveying & Mapping Services

541370

Surveying & Mapping (except Geophysical) Services

541380

Testing Laboratories

Specialized Design Services

541400

Specialized Design Services (including interior, industrial, graphic, & fashion design)

Computer Systems Design and Related Services

541511

Custom Computer Programming Services

541512

Computer Systems Design Services

541513

Computer Facilities Management Services

541519

Other Computer Related Services

Other Professional, Scientific, and Technical Services

541600

Management, Scientific, & Technical Consulting Services

541700

Scientific Research & Development Services

541800

Advertising & Related Services

541910

Marketing Research & Public Opinion Polling

541920

Photographic Services

541930

Translation & Interpretation Services

541940

Veterinary Services

541990

All Other Professional, Scientific, & Technical Services

Management of Companies (Holding Companies)

551111

Offices of Bank Holding Companies

551112

Offices of Other Holding Companies

Administrative and Support and Waste Management and Remediation Services

Administrative and Support Services

561110

Office Administrative Services

561210

Facilities Support Services

561300

Employment Services

561410

Document Preparation Services

561420

Telephone Call Centers

561430

Business Service Centers (including private mail centers & copy shops)

561440

Collection Agencies

561450

Credit Bureaus

561490

Other Business Support Services (including repossession services, court reporting, & stenotype services)

561500

Travel Arrangement & Reservation Services

561600

Investigation & Security Services

561710

Exterminating & Pest Control Services

561720

Janitorial Services

561730

Landscaping Services

561740

Carpet & Upholstery Cleaning Services

561790

Other Services to Buildings & Dwellings

561900

Other Support Services (including packaging & labeling services, & convention & trade show organizers)

Waste Management and Remediation Services

562000

Waste Management & Remediation Services

Educational Services

611000

Educational Services (including schools, colleges, & universities)

Health Care and Social Assistance

Offices of Physicians and Dentists

621111

Offices of Physicians (except mental health specialists)

621112

Offices of Physicians, Mental Health Specialists

621210

Offices of Dentists

Offices of Other Health Practitioners

621310

Offices of Chiropractors

621320

Offices of Optometrists

621330

Offices of Mental Health Practitioners (except Physicians)

621340

Offices of Physical, Occupational & Speech Therapists, & Audiologists

621391

Offices of Podiatrists

621399

Offices of All Other Miscellaneous Health Practitioners

Outpatient Care Centers

621410

Family Planning Centers

621420

Outpatient Mental Health & Substance Abuse Centers

621491

HMO Medical Centers

621492

Kidney Dialysis Centers

621493

Freestanding Ambulatory Surgical & Emergency Centers

621498

All Other Outpatient Care Centers

Medical and Diagnostic Laboratories

621510

Medical & Diagnostic Laboratories

Home Health Care Services

621610

Home Health Care Services

Other Ambulatory Health Care Services

621900

Other Ambulatory Health Care Services (including ambulance services & blood & organ banks)

Hospitals

622000

Hospitals

Nursing and Residential Care Facilities

623000

Nursing & Residential Care Facilities

Social Assistance

624100

Individual & Family Services

624200

Community Food & Housing, & Emergency & Other Relief Services

624310

Vocational Rehabilitation Services

624410

Child Day Care Services

Arts, Entertainment, and Recreation

Performing Arts, Spectator Sports, and Related Industries

711100

Performing Arts Companies

711210

Spectator Sports (including sports clubs & racetracks)

711300

Promoters of Performing Arts, Sports, & Similar Events

711410

Agents & Managers for Artists, Athletes, Entertainers, & Other Public Figures

711510

Independent Artists, Writers, & Performers

Museums, Historical Sites, and Similar Institutions

712100

Museums, Historical Sites, & Similar Institutions

Amusement, Gambling, and Recreation Industries

713100

Amusement Parks & Arcades

713200

Gambling Industries

713900

Other Amusement & Recreation Industries (including golf courses, skiing facilities, marinas, fitness centers, & bowling centers)

Accommodation and Food Services

Accommodation

721110

Hotels (except Casino Hotels) & Motels

721120

Casino Hotels

721191

Bed & Breakfast Inns

721199

All Other Traveler Accommodation

721210

RV (Recreational Vehicle) Parks & Recreational Camps

721310

Rooming & Boarding Houses Dormitories, & Workers’ Camps

Food Services and Drinking Places

722300

Special Food Services (including food service contractors & caterers)

722410

Drinking Places (Alcoholic Beverages)

722511

Full Service Restaurants

722513

Limited Service Restaurants

722514

Cafeterias and Buffets

722515

Snack and Non-alcoholic Beverage Bars

Other Services

Repair and Maintenance

811110

Automotive Mechanical & Electrical Repair & Maintenance

811120

Automotive Body, Paint, Interior, & Glass Repair

811190

Other Automotive Repair & Maintenance (including oil change & lubrication shops & car washes)

811210

Electronic & Precision Equipment Repair & Maintenance

811310

Commercial & Industrial Machinery & Equipment (except Automotive & Electronic) Repair & Maintenance

811410

Home & Garden Equipment & Appliance Repair & Maintenance

811420

Reupholstery & Furniture Repair

811430

Footwear & Leather Goods Repair

811490

Other Personal & Household Goods Repair & Maintenance

Personal and Laundry Services

812111

Barber Shops

812112

Beauty Salons

812113

Nail Salons

812190

Other Personal Care Services (including diet & weight reducing centers)

812210

Funeral Homes & Funeral Services

812220

Cemeteries & Crematories

812310

Coin-Operated Laundries & Drycleaners

812320

Drycleaning & Laundry Services (except Coin-Operated)

812330

Linen & Uniform Supply

812910

Pet Care (except Veterinary) Services

812920

Photofinishing

812930

Parking Lots & Garages

812990

All Other Personal Services

Religious, Grantmaking, Civic, Professional, and Similar Organizations

813000

Religious, Grantmaking, Civic, Professional, & Similar Organizations (including condominium and homeowners associations)

How To Get California Tax Information

Where To Get Tax Forms and Publications

By Internet

You can download, view, and print California tax forms, instructions, publications, FTB Notices, and FTB Legal Rulings at ftb.ca.gov.

By phone

You can order current year California tax forms from 6 a.m. to 10 p.m. weekdays, 6 a.m. to 4:30 p.m. Saturdays, except holidays. Refer to the list in the right column and find the code for the form you want to order. Call 800-338-0505 and follow the recorded instructions.

Allow two weeks to receive your order. If you live outside California, allow three weeks to receive your order.

By mail

Write to:

Mail

Tax Forms Request Unit
Franchise Tax Board
PO Box 307
Rancho Cordova, CA
95741-0307

Letters

If you write to us, be sure to include your California corporation number or federal employer identification number, your daytime and evening telephone numbers, and a copy of the notice with your letter. Send your letter to:

Mail

Franchise Tax Board
PO Box 942857
Rancho Cordova, CA
94257-0500

We will respond to your letter within ten weeks. In some cases, we may need to call you for additional information. Do not attach correspondence to your tax return unless the correspondence relates to an item on the return.

General Phone Service

Telephone assistance is available year-round from 7 a.m. until 5 p.m. Monday through Friday, except holidays. Hours subject to change.

Phone

800-852-5711 from within the United States
916-845-6500 from outside the United States
California Relay Service
711 or 800-735-2929 for persons with hearing or speaking limitations
IRS
800-829-4933 call the IRS for federal tax questions

Asistencia en español:

Asistencia telefónica está disponible durante todo el año desde las 7 a.m. hasta las 5 p.m. de lunes a viernes, excepto días feriados. Las horas están sujetas a cambios.

Teléfono

800-852-5711 dentro de los Estados Unidos
916-845-6500 fuera de los Estados Unidos
Servicio de Retransmisión de California
711 o 800-735-2929 para personas con limitaciones auditivas o del habla
IRS
800-829-4933 para preguntas sobre impuestos federales

California Tax Forms and Publications

817

California Corporation Tax Forms and Instructions.
This booklet contains:

• Form 100, California Corporation Franchise or Income Tax Return
• Schedule H (100), Dividend Income Deduction
• Schedule P (100), Alternative Minimum Tax and Credit Limitations — Corporations
• FTB 3539, Payment for Automatic Extension for Corporations and Exempt Organizations
• FTB 3805Q, Net Operating Loss (NOL) Computation and NOL and Disaster Loss Limitations — Corporations
• FTB 3885, Corporation Depreciation and Amortization

816

California S Corporation Tax Forms and Instructions.
This booklet contains:

• Form 100S, California S Corporation Franchise or Income Tax Return
• Schedule B (100S), S Corporation Depreciation and Amortization
• Schedule C (100S), S Corporation Tax Credits
• Schedule D (100S), S Corporation Capital Gains and Losses and Built-In Gains
• Schedule H (100S), S Corporation Dividend Income Deduction
• Schedule K-1 (100S), Shareholder’s Share of Income, Deductions, Credits, etc.
• Schedule QS, Qualified Subchapter S Subsidiary (QSub) Information
• FTB 3539, Payment for Automatic Extension for Corporations and Exempt Organizations
• FTB 3805Q, Net Operating Loss (NOL) Computation and NOL and Disaster Loss Limitations – Corporations

814

Form 109, Exempt Organization Business Income Tax Booklet

818

Form 100-ES, Corporation Estimated Tax

815

Form 199, California Exempt Organization Annual Information Return and Instructions

802

FTB 3500, Exemption Application

831

FTB 3500A, Submission of Exemption Request

943

FTB 4058, California Taxpayers’ Bill of Rights

Your Rights As A Taxpayer

The FTB’s goals include making certain that your rights are protected so that you have the highest confidence in the integrity, efficiency, and fairness of our state tax system. FTB 4058, California Taxpayers’ Bill of Rights, includes information on your rights as a California taxpayer, the ­Taxpayers’ Rights Advocate Program, and how you request written advice from the FTB on whether a particular transaction is taxable.

See “Where To Get Tax Forms and Publications,” on this page.

Automated Phone Service

(Keep This Booklet For Future Use)

Use our automated phone service to get recorded answers to many of your questions about California taxes and to order current year California business entity tax forms and publications. This service is available in English and Spanish to callers with touch-tone telephones. Have paper and pencil ready to take notes.

Phone

800-338-0505 from within the United States
916-845-6500 from outside the United States

To Order Forms

See “Where to Get Tax Forms and Publications” on the previous page.

To Get Information

You can hear recorded answers to Frequently Asked Questions 24 hours a day, 7 days a week. Call our automated phone service at the number listed above. Select “Business Entity Information,” then select “Frequently Asked Questions.” Enter the 3-digit code, listed below, when prompted.

Code

Filing Assistance

715

If my actual tax is less than the minimum franchise tax, what figure do I put on the Tax line on Form 100 or Form 100W?

717

What are the tax rates for corporations?

718

How do I get an extension of time to file?

722

When does my corporation have to file a short-period return?

734

Is my corporation subject to franchise tax or income tax?

 

S Corporations

704

Is an S corporation subject to the minimum franchise tax?

705

Are S corporations required to make estimated payments?

706

What forms do S corporations file?

707

The tax for my S corporation is less than the minimum franchise tax. What figure do I put on the Tax line on Form 100S?

 

Exempt Organizations

709

How do I get tax-exempt status?

710

Does an exempt organization have to file Form 199?

736

I have exempt status. Do I need to file Form 100 or Form 109 in addition to Form 199?

 

Minimum Tax and Estimate Tax

712

What is the minimum franchise tax?

714

My corporation is not doing business; does it have to pay the minimum franchise tax?

 

Billings and Miscellaneous Notices

503

How do I file a protest against a Notice of Proposed Assessment?

723

I received a bill for $250. What is this for?

 

Corporate Dissolution

724

How do I dissolve my corporation?

 

Limited Liability Companies (LLCs)

750

How do I organize or register an LLC?

752

What tax forms do I use to file as an LLC?

753

When is the annual tax payment due?

 

Miscellaneous

700

Who do I need to contact to start a business?

701

I need a state Employer ID number for my business. Who do I contact?

703

How do I incorporate?

737

Where do I send my payment?