Tax Implications of Debt Forgiveness for Businesses

Debt forgiveness can provide much-needed relief for struggling businesses, but it also comes with important tax considerations. When a lender forgives or cancels a business’s debt, the cancelled debt is treated as taxable income by the IRS. Understanding these tax rules is crucial for making smart financial decisions.

When Debt Forgiveness Leads to Taxable Income

In general, any debt that is forgiven or cancelled results in taxable income for federal tax purposes. This includes:

• Business loans that are partially or entirely forgiven
• Commercial mortgages that undergo principal reduction
• Accounts payable that suppliers write off
• Creditor settlements for less than the amount owed

The amount of cancelled debt gets reported to the IRS as ordinary income on your business’s tax return. This increases your business’s tax liability just as if it had earned additional profits.

There are some exceptions – for example, forgiveness under the Paycheck Protection Program (PPP) is currently tax-free. But in most cases, cancelled debt adds to your taxable income.

Calculating Cancellation of Debt Income

To calculate the cancelled debt as taxable income, you take the amount of debt forgiven and subtract any amount considered “insolvency”.

Insolvency refers to the amount by which your business’s liabilities exceeded the fair market value of its assets immediately before the debt cancellation. Here is the formula:

Cancellation of debt income = Amount of forgiven debt - Insolvency  

Example: Your business owed $100,000 to creditors and had assets worth $80,000 when the debt was forgiven. Your insolvency level was $20,000 ($100k liabilities – $80k assets). If the creditors forgive $60k of debt, your taxable income from cancellation of debt would be $40k ($60k forgiveness – $20k insolvency).

The concept is that to the extent your business was already “broke” before debt was cancelled, you do not realize income. Any part of the cancelled debt that exceeded your negative net worth gets treated as taxable income.

The Tax Rate on Cancelled Debt

This cancellation of debt income gets taxed at your business’s ordinary federal income tax rate. This could be as high as:

• 21% for C corporations
• 37% for sole proprietors and S corporations
• As high as 20% for the Net Investment Income Tax

If your business is structured as a partnership, the debt forgiveness gets passed through to the partners to report on their personal tax returns.

The bottom line is cancelled debt often causes a major tax bill, unless your business qualifies for an exclusion or exception.

Exceptions to Tax on Cancelled Debt

Bankruptcy: Debt cancelled in a Title 11 bankruptcy case is not taxable. This applies to Chapter 7 liquidation as well as Chapter 11 reorganization. However, there may still be tax implications down the road.

Insolvency: If your business is “insolvent” (liabilities exceed assets) immediately before the debt is cancelled, that portion does not generate taxable income. As described above, you still pay tax on any part of the cancelled debt that exceeded your negative net worth.

Non-recourse debt: If the cancelled debt is a business loan that the creditor could only collect from collateral (like a mortgage on business property) then the discharged amount is not taxed. This is because your business was never personally liable for repaying the debt.

Purchase price adjustments: If cancelled debt actually represents a reduction in the original purchase price of something (like reduced settlement on a business acquisition), not tax is due.

Qualified farm debt: Debt forgiveness on qualified farm business loans is not taxable. This includes debt on land and equipment used in farming.

Qualified real property business debt: Discharged debt from commercial real estate loans is not taxed in some cases. This exemption has strict eligibility rules based on secured debt, use of property, and loan origination date.

Paycheck Protection Program (PPP) loans: Loan forgiveness under the PPP program is currently tax-free at the federal level due to COVID crisis legislation. State tax rules may vary.

Reporting Cancelled Debt on Tax Returns

If debt forgiveness does create taxable income for your business, you must properly report it to avoid IRS penalties. The amount of cancelled debt gets reported on Line 4 of your business’s Form 982. You must file this form even if you have an exception that reduces the taxable amount to zero. Filing Form 982 is critical for documenting any exclusions you claim.

You also need to receive Form 1099-C from creditors when they cancel $600 or more of business debt. This information gets reported to the IRS, so your tax return must reflect the same amount of forgiven debt income.

Pro Tip: Work directly with your creditors and loan servicers to ensure accurate 1099-C reporting if you qualify for one of the tax exceptions on cancelled debt.

Strategies for Managing the Tax Burden

If your business has significant debt forgiven, here are some potential strategies to reduce the tax impact:

• Negotiate with creditors to minimize the amount of debt cancelled now versus later. This spreads out taxable income over time.
• Shift business structure to an S corporation if allowed. This enables writing off losses to offset the impact of cancelled debt income.
• Contribute to retirement plans, up to the legal limits, before debt is forgiven. This reduces business income subject to tax.
• Expense capital purchases made before cancellation of debt to reduce taxable income.
• Claim all possible business deductions and credits in the same year as debt forgiveness to lower net taxable income.

While cancelled debt often comes as a relief, make sure you anticipate the tax impact and engage your financial professionals to map out a tax minimization strategy. This allows your business to realize the most benefit from debt forgiveness programs.

Resources

• Detailed overview of tax rules on cancelled debt from IRS: https://www.irs.gov/taxtopics/tc431
• Guide to the insolvency exclusion on cancelled debt: https://www.lawinfo.com/resources/small-business/is-canceled-debt-taxable-income.html
• Introduction to Form 982 for reporting cancelled debt: https://www.findlaw.com/smallbusiness/business-finances/reporting-canceled-debt-an-overview-of-form-982.html
• Video explaining the tax consequences of debt forgiveness: https://www.youtube.com/watch?v=NuAngZRXqL8