If the corporation distributes the assets to the shareholders in kind pursuant to a plan of liquidation, it is treated as having sold the assets to the shareholder for fair market value. If the corporation instead sells the assets and distributes the remaining cash to the shareholder, it is taxed on the sale. Likewise, the shareholder is treated as though the shareholders sold their stock to the corporation for the value of the assets or cash received. The shareholder’s basis in property received pursuant to a plan of liquidation is the fair market value of the property at the time of the distribution.  I. I need to get a handle on the stock basis calculation.Dividends come first from earnings and profits of the corporation, then from the shareholders' individual bases, and then, finally, for dividends in excess of basis, shareholders recognize capital gain.based on percentage of ownership and contributions to the corp, loans etc.I mostly work with S-corp and partnerships - basis calculation for C corp stock is the same?A corporation will not recognize any gain or loss on a distribution of cash to its shareholders. But if the corporation distributes appreciated property, the corporation must recognize gain as if the property were sold to the shareholder at fair market value. Important Note: These two rules operate as a loss disallowance system.If the corporation distributes appreciated property, the corporation is taxed on the gain under Code § 311(b).I think I am making this more complicated than needs be?Except as provided in subparagraph (B), that portion of the distribution which is not a dividend, to the extent that it exceeds the adjusted basis of the stock, shall be treated as gain from the sale or exchange of property.But that section only covers gain on distributions of appreciated property. If the corporation distributes property that has depreciated (i.e., property with a built-in loss), Code § 311(b) does not apply.