I 
115TH CONGRESS 
1ST SESSION H. R. 1696 
To amend the Internal Revenue Code of 1986 to provide for S corporation 
reform, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 23, 2017 
Mr. REICHERT (for himself and Mr. KIND) introduced the following bill; which 
was referred to the Committee on Ways and Means 
A BILL 
To amend the Internal Revenue Code of 1986 to provide 
for S corporation reform, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; REFERENCE; TABLE OF CON-
TENTS. 
(a) SHORT TITLE.—This Act may be cited as the ‘‘S 
Corporation Modernization Act of 2017’’. 
(b) AMENDMENT OF 1986 CODE.—Except as other-
wise expressly provided, whenever in this Act an amend-
ment or repeal is expressed in terms of an amendment 
to, or repeal of, a section or other provision, the reference 
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shall be considered to be made to a section or other provi-
sion of the Internal Revenue Code of 1986. 
(c) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; reference; table of contents. 
Sec. 2. Expansion of qualifying beneficiaries of an electing small business trust. 
Sec. 3. Modifications to S corporation passive investment income rules. 
Sec. 4. Expansion of S corporation eligible shareholders to include IRAs. 
Sec. 5. Charitable contribution deduction for electing small business trusts. 
Sec. 6. Amortization of S corporation built-in gain amount upon death of share-
holder. 
Sec. 7. Extension of time for making S corporation elections. 
SEC. 2. EXPANSION OF QUALIFYING BENEFICIARIES OF AN 
ELECTING SMALL BUSINESS TRUST. 
(a) NO LOOK-THROUGH
FOR ELIGIBILITY PUR-
POSES.—Section 1361(c)(2)(B)(v) is amended by adding 
at the end the following new sentence: ‘‘This clause shall 
not apply for purposes of subsection (b)(1)(C).’’. 
(b) EFFECTIVE DATE.—The amendment made by 
this section shall take effect on January 1, 2018. 
SEC. 3. MODIFICATIONS TO S CORPORATION PASSIVE IN-
VESTMENT INCOME RULES. 
(a) 
INCREASED
PERCENTAGE
LIMIT.—Section 
1375(a)(2) is amended by striking ‘‘25 percent’’ and in-
serting ‘‘60 percent’’. 
(b) REPEAL OF EXCESSIVE PASSIVE INCOME AS A 
TERMINATION EVENT.—Section 1362(d) is amended by 
striking paragraph (3). 
(c) CONFORMING AMENDMENTS.— 
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(1) Section 1375(b) is amended by striking 
paragraphs (3) and (4) and inserting the following 
new paragraph: 
‘‘(3) 
PASSIVE
INVESTMENT
INCOME
DE-
FINED.— 
‘‘(A) IN GENERAL.—Except as otherwise 
provided in this paragraph, the term ‘passive 
investment income’ means gross receipts de-
rived from royalties, rents, dividends, interest, 
and annuities. 
‘‘(B) 
EXCEPTION
FOR
INTEREST
ON 
NOTES FROM SALES OF INVENTORY.—The term 
‘passive investment income’ shall not include in-
terest on any obligation acquired in the ordi-
nary course of the corporation’s trade or busi-
ness from its sale of property described in sec-
tion 1221(a)(1). 
‘‘(C) TREATMENT
OF
CERTAIN
LENDING 
OR FINANCE COMPANIES.—If the S corporation 
meets the requirements of section 542(c)(6) for 
the taxable year, the term ‘passive investment 
income’ shall not include gross receipts for the 
taxable year which are derived directly from the 
active and regular conduct of a lending or fi-
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nance 
business 
(as 
defined 
in 
section 
542(d)(1)). 
‘‘(D) TREATMENT
OF
CERTAIN
DIVI-
DENDS.—If an S corporation holds stock in a 
C corporation meeting the requirements of sec-
tion 1504(a)(2), the term ‘passive investment 
income’ shall not include dividends from such C 
corporation to the extent such dividends are at-
tributable to the earnings and profits of such C 
corporation derived from the active conduct of 
a trade or business. 
‘‘(E) EXCEPTION
FOR
BANKS, ETC.—In 
the case of a bank (as defined in section 581) 
or a depository institution holding company (as 
defined in section 3(w)(1) of the Federal De-
posit Insurance Act (12 U.S.C. 1813(w)(1)), 
the term ‘passive investment income’ shall not 
include— 
‘‘(i) interest income earned by such 
bank or company, or 
‘‘(ii) dividends on assets required to 
be held by such bank or company, includ-
ing stock in the Federal Reserve Bank, the 
Federal Home Loan Bank, or the Federal 
Agricultural Mortgage Bank or participa-
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tion certificates issued by a Federal Inter-
mediate Credit Bank. 
‘‘(F) GROSS RECEIPTS FROM THE SALES 
OF
CERTAIN
ASSETS.—For purposes of this 
paragraph— 
‘‘(i) CAPITAL
ASSETS
OTHER
THAN 
STOCK AND SECURITIES.—In the case of 
dispositions of capital assets (other than 
stock and securities), gross receipts from 
such dispositions shall be taken into ac-
count only to the extent of capital gain net 
income therefrom. 
‘‘(ii) STOCK AND SECURITIES.—In the 
case of sales or exchanges of stock or secu-
rities, gross receipts shall be taken into ac-
count only to the extent of the gain there-
from. 
‘‘(G) 
COORDINATION
WITH
SECTION 
1374.—The amount of passive investment in-
come shall be determined by not taking into ac-
count any recognized built-in gain or loss of the 
S corporation for any taxable year in the rec-
ognition period. Terms used in the preceding 
sentence shall have the same respective mean-
ings as when used in section 1374.’’. 
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(2)(A) Section 26(b)(2)(J) is amended by strik-
ing ‘‘25 percent’’ and inserting ‘‘60 percent’’. 
(B) Section 1375(b)(1)(A)(i) is amended by 
striking ‘‘25 percent’’ and inserting ‘‘60 percent’’. 
(C) The heading for section 1375 is amended 
by striking ‘‘25 PERCENT’’ and inserting ‘‘60 PER-
CENT’’. 
(D) The item relating to section 1375 in the 
table of sections for part III of subchapter S of 
chapter 1 is amended by striking ‘‘25 percent’’ and 
inserting ‘‘60 percent’’. 
(3) Section 1042(c)(4)(A)(i) is amended by 
striking ‘‘section 1362(d)(3)(C)’’ and inserting ‘‘sec-
tion 1375(b)(3)’’. 
(4) Section 1362(f)(1)(B) is amended by strik-
ing ‘‘paragraph (2) or (3) of subsection (d)’’ and in-
serting ‘‘subsection (d)(2)’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply to taxable years beginning after 
December 31, 2017. 
SEC. 4. EXPANSION OF S CORPORATION ELIGIBLE SHARE-
HOLDERS TO INCLUDE IRAS. 
(a) IN
GENERAL.—Section 1361(c)(2)(A)(vi) is 
amended to read as follows: 
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‘‘(vi) A trust which constitutes an in-
dividual retirement account under section 
408(a), including one designated as a Roth 
IRA under section 408A.’’. 
(b) SALE OF STOCK IN IRA RELATING TO S COR-
PORATION
ELECTION
EXEMPT
FROM
PROHIBITED 
TRANSACTION RULES.—Section 4975(d)(16) is amend-
ed— 
(1) by striking subparagraphs (A) and (B) and 
by redesignating subparagraphs (C), (D), (E), and 
(F) as subparagraphs (A), (B), (C) and (D), respec-
tively, and 
(2) by striking ‘‘such bank or company’’ in sub-
paragraph (A) (as so redesignated) and inserting 
‘‘the issuer of such stock’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall take effect on January 1, 2018. 
SEC. 5. CHARITABLE CONTRIBUTION DEDUCTION FOR 
ELECTING SMALL BUSINESS TRUSTS. 
(a) IN GENERAL.—Section 641(c)(2) is amended by 
inserting after subparagraph (D) the following new sub-
paragraph: 
‘‘(E)(i) Section 642(c) shall not apply. 
‘‘(ii) For purposes of section 170(b)(1)(G), 
adjusted gross income shall be computed in the 
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same manner as in the case of an individual, 
except that the deductions for costs which are 
paid or incurred in connection with the admin-
istration of the trust and which would not have 
been incurred if the property were not held in 
such trust shall be treated as allowable in arriv-
ing at adjusted gross income.’’. 
(b) EFFECTIVE DATE.—The amendment made by 
this section shall apply to taxable years beginning after 
December 31, 2017. 
SEC. 6. AMORTIZATION OF S CORPORATION BUILT-IN GAIN 
AMOUNT UPON DEATH OF SHAREHOLDER. 
(a) IN GENERAL.—Part II of subchapter S of chapter 
1 is amended by adding at the end the following: 
‘‘SEC. 1369. AMORTIZATION OF BUILT-IN GAIN AMOUNT 
UPON DEATH OF SHAREHOLDER. 
‘‘(a) IN GENERAL.—A person holding stock in an 
electing S corporation the basis of which is determined 
under section 1014(a) (hereafter in this section referred 
to as the ‘shareholder’) shall be allowed a deduction with 
respect to the S corporation built-in gain amount. The 
amount of such deduction for any taxable year shall be 
determined by amortizing the S corporation built-in gain 
amount over the 15-year period beginning with the month 
which includes the applicable valuation date. 
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‘‘(d) APPLICABLE VALUATION DATE.—For purposes 
of this section, the term ‘applicable valuation date’ 
means— 
‘‘(1) in the case of a decedent with respect to 
which the executor of the decedent’s estate elects the 
application of section 2032, the date 6 months after 
the decedent’s death, and 
‘‘(2) in the case of any other decedent, the date 
of the decedent’s death. 
‘‘(e) ACCELERATED DEDUCTION IN CASE OF DIS-
POSITION OF S CORPORATION PROPERTY.— 
‘‘(1) IN GENERAL.—If the electing S corpora-
tion disposes of any property which was taken into 
account under subsection (b)(2), then the deduction 
allowed under subsection (a) with respect to any 
stock, for the taxable year of the shareholder in 
which or with which the taxable year of the S cor-
poration which includes the date of such disposition 
ends, shall (except as otherwise provided in this sec-
tion) not be less than the lesser of— 
‘‘(A) the pro rata share of the gain recog-
nized on such disposition, or 
‘‘(B) the amount determined under sub-
section (b)(2) by only taking into account such 
property. 
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‘‘(2) OVERALL ALLOWANCE NOT INCREASED.— 
No deduction shall be allowed under subsection (a) 
with respect to any stock for any taxable year to the 
extent that such deduction (when added to the de-
ductions so allowed for all prior taxable years) ex-
ceeds the S corporation built-in gain amount with 
respect to such stock. 
‘‘(f) RECHARACTERIZATION OF GAINS AS ORDINARY 
INCOME TO EXTENT OF DEDUCTION.—If— 
‘‘(1) stock of an S corporation with respect to 
which a deduction was allowed under this section, or 
‘‘(2) property which was taken into account 
under subsection (b)(2) with respect to such stock, 
is disposed of at a gain (determined without regard to 
whether or not such gain is recognized and reduced by 
any amount of gain which is treated as ordinary income 
under any other provision of this subtitle), the amount of 
such gain (or the shareholder’s pro rata share of such gain 
in the case of property described in paragraph (2)) shall 
be treated as gain which is ordinary income (and shall be 
recognized notwithstanding any other provision of this 
subtitle) to the extent of the excess of the aggregate de-
ductions allowable under this section with respect to such 
stock for the taxable year of such disposition and all prior 
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taxable years over the amounts taken into account under 
this subsection for all prior taxable years. 
‘‘(g) TERMINATION OF AMORTIZATION.—No deduc-
tion shall be allowed under subsection (a) with respect to 
any stock in an electing S corporation with respect to any 
period beginning after the earlier of— 
‘‘(1) the date on which the corporation’s elec-
tion under section 1362 terminates, or 
‘‘(2) the date on which the shareholder trans-
fers such stock to any other person. 
‘‘(h) TREATMENT OF CERTAIN TRANSFERS.— 
‘‘(1) 
DISTRIBUTIONS
FROM
ESTATES
OR 
TRUSTS.—Notwithstanding any other provision of 
this section, in the case of a distribution of stock 
from an estate or trust to a beneficiary, the bene-
ficiary (and not the estate or trust) shall be treated 
as the shareholder to which this section applies with 
respect to periods after such distribution. 
‘‘(2) 
CERTAIN
TRANSFERS
INVOLVING 
SPOUSES.—Notwithstanding any other provision of 
this section, in the case of a transfer described in 
section 1041, the transferee (and not the transferor) 
shall be treated as the shareholder to which this sec-
tion applies with respect to periods after such trans-
fer. 
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‘‘(i) TREATMENT OF INCOME IN RESPECT OF THE 
DECEDENT.— 
‘‘(1) ADJUSTMENT TO BUILT-IN GAIN OF PROP-
ERTY HELD BY S CORPORATION.—For purposes of 
subsection (b)(2), the fair market value of any prop-
erty taken into account under subparagraph (A) 
thereof shall be decreased by any amount of income 
in respect of the decedent with respect to such prop-
erty to which section 691 applies. For purposes of 
subsection (e)(1)(A), the gain recognized on the dis-
position of such property shall be reduced by such 
amount. 
‘‘(2) ADJUSTMENT TO BASIS OF S CORPORA-
TION STOCK.—For adjustment to basis of S corpora-
tion stock, see section 1367(b)(4)(B). 
‘‘(j) REPORTING.—Except as otherwise provided by 
the Secretary, for purposes of section 6037, the amounts 
determined under subsections (b)(2), (e)(1), and (f)(2) 
shall be treated as items of the corporation and the pro 
rata share determined under such subsection shall be fur-
nished to the shareholder under section 6037(b).’’. 
(b) ADJUSTMENT TO BASIS OF STOCK.— 
(1) 
IN
GENERAL.—Section 
1367(a)(2) 
is 
amended by striking ‘‘and’’ at the end of subpara-
graph (D), by striking the period at the end of sub-
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paragraph (E) and inserting ‘‘, and’’, and by insert-
ing after subparagraph (E) the following new sub-
paragraph: 
‘‘(F) the amount of the shareholder’s de-
duction under section 1369.’’. 
(2) ADJUSTMENT NOT TAKEN INTO ACCOUNT 
IN DETERMINING TREATMENT OF DISTRIBUTIONS.— 
Section 1368 is amended— 
(A) in subsection (d)(1), by inserting 
‘‘(other than subsection (a)(2)(F) thereof)’’ 
after ‘‘section 1367’’, and 
(B) in subsection (e)(1)(A)— 
(i) by striking ‘‘this title and the 
phrase’’ and inserting ‘‘this title, the 
phrase’’, and 
(ii) by inserting ‘‘, and no adjustment 
shall 
be 
made 
under 
section 
1367(a)(2)(F)’’ after ‘‘section 1367(a)(2)’’. 
(c) CLERICAL AMENDMENT.—The table of sections 
for part II of subchapter S of chapter 1 is amended by 
adding at the end the following new item: 
‘‘Sec. 1369. Amortization of built-in gain amount upon death of shareholder.’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply to with respect to decedents dying 
after the date of the enactment of this Act, in taxable 
years ending after such date. 
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SEC. 7. EXTENSION OF TIME FOR MAKING S CORPORATION 
ELECTIONS. 
(a) IN GENERAL.—Subsection (b) of section 1362 is 
amended to read as follows: 
‘‘(b) WHEN MADE.— 
‘‘(1) IN
GENERAL.—An election under sub-
section (a) may be made by a small business cor-
poration for any taxable year not later than the due 
date for filing the return of the S corporation for 
such taxable year (including extensions). 
‘‘(2) CERTAIN ELECTIONS TREATED AS MADE 
FOR NEXT TAXABLE YEAR.—If— 
‘‘(A) an election under subsection (a) is 
made for any taxable year within the period de-
scribed in paragraph (1), but 
‘‘(B) either— 
‘‘(i) on one or more days in such tax-
able year and before the day on which the 
election was made the corporation did not 
meet the requirements of subsection (b) of 
section 1361, or 
‘‘(ii) one or more of the persons who 
held stock in the corporation during such 
taxable year and before the election was 
made did not consent to the election, 
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then such election shall be treated as made for 
the following taxable year. 
‘‘(3) AUTHORITY TO TREAT LATE ELECTIONS, 
ETC., AS TIMELY.—If— 
‘‘(A) an election under subsection (a) is 
made for any taxable year after the date pre-
scribed by this subsection for making such elec-
tion for such taxable year or no such election is 
made for any taxable year, and 
‘‘(B) the Secretary determines that there 
was reasonable cause for the failure to timely 
make such election, 
the Secretary may treat such an election as timely 
made for such taxable year. 
‘‘(4) ELECTION ON TIMELY FILED RETURNS.— 
Except as otherwise provided by the Secretary, an 
election under subsection (a) for any taxable year 
may be made on a timely filed return of the S cor-
poration for such taxable year. 
‘‘(5) SECRETARIAL AUTHORITY.—The Secretary 
may prescribe such regulations, rules, or other guid-
ance as may be necessary or appropriate for pur-
poses of applying this subsection.’’. 
(b) COORDINATION WITH CERTAIN OTHER PROVI-
SIONS.— 
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‘‘(ii) the Secretary determines that 
there was reasonable cause for the failure 
to timely make such revocation, 
the Secretary may treat such a revocation as 
timely made for such taxable year.’’. 
(d) EFFECTIVE DATE.— 
(1) IN
GENERAL.—Except as otherwise pro-
vided in this subsection, the amendments made by 
this section shall apply to elections for taxable years 
beginning after December 31, 2017. 
(2) REVOCATIONS.—The amendments made by 
subsection (c) shall apply to revocations after De-
cember 31, 2017. 
Æ 
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