PDF document
- 1 -
                  2023 Schedule 5K-1 Instructions 

Table of Contents 
General Instructions ................................................................................................................... 1 
Federal Schedules K-1 ............................................................................................................... 2 
Limitations on Losses, Deductions and Credits .......................................................................... 3 
Specific Instructions ................................................................................................................... 5 
 Parts I and II – Information about the Tax-Option (S) Corporation and Shareholder ............... 5 
 Part III - Schedule 5K-1, Columns a Through e ...................................................................... 7 
 Shareholders That Are Full-Year Residents of Wisconsin ................................................... 8 
 Shareholders That Are Nonresidents .................................................................................. 8 
 Shareholders That Are Part-Year Residents ....................................................................... 9 
 Example of Schedule 5K-1 ....................................................................................................18 
 Part IV – Shareholder's Pro Rata Share of Additions and Subtractions .................................19 
 Schedule  IAdjustments .....................................................................................................20             
 Line-by-Line Instructions: Additions....................................................................................20 
 Line-by-Line Instructions: Subtractions ..............................................................................24 
Determining Wisconsin Income of Multistate Tax-Option (S) Corporations ................................27 
 Who Must Use Apportionment? .............................................................................................27 
 What Is the Apportionment Percentage? ...............................................................................28 
 What Is Nonapportionable Income? .......................................................................................28 
 Corporate Partners or LLC Members .....................................................................................28 
 Separate Accounting .............................................................................................................29 
Shareholder Reporting of Schedule 5K-1 Items from a Tax-Option (S) Corporation Electing to Pay 
Tax at the Entity Level ...............................................................................................................29 
 Shareholder Reporting Requirements....................................................................................29 
 Shareholder Basis .................................................................................................................29 
 Schedule 5K-1 Items Allowed to Be Claimed By the Shareholder ..........................................29 
 Schedule 5K-1 Items Not Allowed to Be Claimed By the Shareholder ...................................30 
 Proportionate Share of an Electing Tax-Option (S) Corporation's Income..............................30 
Additional Information, Assistance, and Forms..........................................................................30 
 Web Resources .....................................................................................................................30 
 Contact Information ...............................................................................................................31 
 Obtaining Forms ....................................................................................................................31 
 
General Instructions 
 
Caution: If a tax-option (S) corporation elects to pay tax at the entity level according to sec. 
71.365(4m)(a), Wis. Stats., the shareholders may not include any items of income, gain, loss, or 
deduction on their individual income tax return. Instead, the entity must compute and pay the tax 
due on Schedule 5S-ET. See the section titled: Shareholder Reporting of Schedule 5K-1 Items 
from a Tax-Option (S)  Corporation Electing to Pay Tax at  the Entity Level  later  in  these 
instructions. 
 
IC-156 (R. 03-24) 
 



- 2 -
                2023 Schedule 5K-1 Instructions 

Schedule 5K-1 shows each shareholder’s share of the corporation’s income, deductions, credits, 
etc., which have been summarized on Schedule 5K. Like Schedule 5K, Schedule 5K-1 requires 
an entry for the federal amount, adjustment, and amount determined under Wisconsin law of each 
applicable share item.  In addition, Schedule 5K-1  for a nonresident  or part-year resident 
shareholder requires a separate entry for the amount of each share item attributable to Wisconsin. 
 
Tax-option (S) corporations must: 
 
 •  Complete a separate Schedule 5K-1 for each of its shareholders. 
 •  File all Schedules 5K-1 with its Wisconsin Form 5S return. 
 •  Give each shareholder a copy of their Schedule 5K-1 on or before the day Form 5S is 
  filed. 
 •  Give each shareholder a copy of the instructions for Schedule 5K-1. 
 •  Keep a copy of each shareholder's Schedule 5K-1 as part of the corporation's records. 
 
Similar to federal Schedule K-1, the tax-option (S) corporation uses Schedule 5K-1 to report the 
shareholder's pro rata share of the corporation’s income, deductions, credits, etc., for Wisconsin 
purposes. Each shareholder should keep a copy of their Schedule 5K-1 for their records and 
include a copy of Schedule 5K-1 with their tax return. 
 
Although the tax-option (S) corporation may have to pay a built-in gains tax, a franchise tax 
measured by certain federal, state, and municipal government interest income, and an economic 
development surcharge, generally the shareholder is liable for Wisconsin income tax on their 
share of the tax-option (S) corporation's income, whether or not distributed, and the shareholder 
must include their share on their Wisconsin income tax return if a return is required. 
 
Federal Schedules K-1 
 
Since the Wisconsin Schedule 5K-1 replaces the  federal Schedule  K-1,  a tax-option (S) 
corporation doesn’t have to also file a federal Schedule K-1 for each shareholder with Form 5S. 
However, if a tax-option (S) corporation did not make an election to pay tax at the entity level 
under sec. 71.365(4m)(a), Wis. Stats., and none of the tax-option (S) corporation's lower-tier 
entities made an election to pay tax at the entity level, the tax-option (S) corporation may submit 
copies  of  the  federal  Schedules  K-1  instead  of  preparing  Schedules  5K-1  in the following 
situations: 
 
 •  If the tax-option (S) corporation operates only in Wisconsin and, on Schedule 5K, reports 
  no adjustments in column c or credits in column d, the tax-option (S) corporation may use 
  the federal Schedules K-1 to report the Wisconsin tax-option (S) corporation items for all 
  shareholders. 
 •  If the tax-option (S) corporation operates in and outside Wisconsin and, on Schedule 5K, 
  reports no adjustments in column c or credits in column d, the tax-option (S) corporation 
  may use the federal Schedules K-1 for full-year Wisconsin resident shareholders. 
 
A tax-option (S) corporation that files federal Schedules K-1 instead of Wisconsin Schedules 5K-
1 must state on  the shareholder’s federal Schedule K-1 that  there  aren’t any Wisconsin 
adjustments or credits. 
 
                                          2 
 



- 3 -
                       2023 Schedule 5K-1 Instructions 

Inconsistent Treatment of Items 
 
Generally, each shareholder must report tax-option (S) corporation items shown on their Schedule 
5K-1 and any accompanying schedules the same way that the tax-option (S) corporation treated 
the items on its return. If the shareholder's treatment is (or may be) inconsistent with the tax-
option (S) corporation’s treatment, the shareholder must include a statement with their return to 
identify and explain any inconsistency. 
 
Errors 
 
If a shareholder believes the tax-option (S) corporation has made an error on their Schedule 5K-
1, the shareholder should notify the corporation and ask for a corrected Schedule 5K-1. The 
shareholder should not change any items on their copy and make sure that the corporation sends 
a copy of the corrected Schedule 5K-1 to the Wisconsin Department of Revenue. 
 
Elections 
 
Generally, the tax-option (S) corporation decides how to figure taxable income from its operations 
(e.g., it chooses the depreciation methods used). However, certain elections are made by the 
shareholder separately on the shareholder's tax return that are not made by the corporation. For 
example, the shareholder  may choose to amortize certain qualified expenditures  under  sec. 
59(e)(2),  Internal  Revenue  Code  (IRC). Note:  The  method  of  accounting  used  under  sec. 
59(e)(2), IRC, must also be used for Wisconsin purposes (see secs. 71.30(1) and 71.36(3), Wis. 
Stats.). For more information on elections, see Wisconsin Tax Bulletin 214 (July 2021, page 8). 
 
Limitations on Losses, Deductions and Credits 
 
Caution: The amount of loss and deduction that a shareholder may claim on their Wisconsin 
return  may be less  than the amount reported on Schedule 5K-1. It  is the  shareholder’s 
responsibility to consider and apply any applicable limitations. 
 
There are three separate potential limitations on the amount of tax-option (S) corporation losses 
that a shareholder may deduct on their return. These limitations are as follows: 
 
 •  The basis of the shareholder's stock, 
 •  The at-risk limitations, and 
 •  The passive activity limitations. 
 
Basis of The Shareholder's Stock 
 
Shareholders are responsible for maintaining records to show the computation of the basis of 
their  stock in the corporation  for Wisconsin income  tax purposes. Schedule 5K-1 provides 
information to help shareholders make the computation at the end of each corporate taxable year. 
The Wisconsin basis of the shareholder's stock (generally, its cost) is adjusted as follows (this list 
is not all-inclusive): 
 
 •  Basis is first increased by all income, including tax-exempt income, as computed under 
      Wisconsin law, reported on Schedule 5K-1, column d. 

                                           3 
 



- 4 -
                    2023 Schedule 5K-1 Instructions 

  Exception:  Basis  is  not  increased  by  the  corporation's  excluded  discharge  of 
  indebtedness income for discharges of indebtedness after October 11, 2001, that are 
  excluded under section 108(a), Internal Revenue Code. 
  Note: The shareholder must report the taxable income on their Wisconsin income tax 
  return (if they are required to file a return) for it to increase their basis. 
 •  Basis is then decreased, but not below zero, by: 
  o  Property distributions, including cash,  made by  the corporation, reported on 
       Schedule 5K-1, line 16d, that are not includable in income. (Distributions in excess 
       of Wisconsin basis reported on Schedule 5K- 1, line 16d, and dividend distributions 
       reported on Schedule 5K-1, line 17c, don’t decrease basis.) 
  o  Nondeductible  expenditures  not  due  to  timing  differences,  as  computed  under 
       Wisconsin law from Schedule 5K-1, column (d). 
  o  All deductible losses and deductions, as computed under Wisconsin law, reported 
       on Schedule 5K-1, column (d). 
  o  The shareholder's share of the supplement to the federal historic rehabilitation tax 
       credit or early-stage seed investment credit computed. 
 
When figuring the Wisconsin basis in stock of a multistate corporation, the shareholder uses their 
share of the total company amounts, as computed under Wisconsin law from Schedule 5K-1, 
column (d), rather than the income, losses, and deductions attributable to Wisconsin activities 
from Schedule 5K-1, column (e). 
 
The shareholder may elect to decrease their basis by deductible losses and deductions prior to 
decreasing their basis by nondeductible expenses. If the shareholder makes this election, any 
nondeductible expenses that exceed the basis of the shareholder's stock and debt owed to the 
shareholder by the corporation are treated as nondeductible expenses for the following taxable 
year. To make the election, the shareholder includes a statement with their timely filed original or 
amended return, as provided in the federal regulations. Once made, the election applies to the 
year for which it is made and all future taxable years for that corporation, unless the department 
agrees to revoke the election. 
 
At-Risk Limitations 
 
For federal purposes, if a shareholder has a loss or other deduction from any activity carried on 
as a trade or business or for the production of income by the tax-option (S) corporation, and the 
shareholder has amounts in the activity for which they aren’t at risk, they generally will have to 
figure the allowable loss. The at-risk rules generally limit the amount of loss (including loss on 
disposition of assets) and other deductions (such as the section 179 expense deduction) that the 
shareholder can claim to the amount they could actually lose in the activity. The at-risk rules also 
apply for Wisconsin purposes. 
 
Passive Activity Limitations 
 
Section 469, IRC, limits the deduction of certain losses. The rules apply to shareholders who are 
individuals, estates, trusts, closely held corporations, or personal service corporations and have 
a passive activity loss for the taxable year. Passive activities include trade or business activities 
in which the shareholder didn’t materially participate and rental activities, as defined in the federal 
regulations. Rental real estate activities in which the shareholder materially participated are not 

                                     4 
 



- 5 -
                 2023 Schedule 5K-1 Instructions 

passive activities if they meet certain eligibility requirements. The tax-option (S) corporation will 
identify separately each activity that may be passive to the shareholder. The shareholder must 
determine whether their losses are limited by the passive activity rules. 
 
The passive activity loss limits also apply for Wisconsin purposes.  However, if there are 
differences between the shareholder's federal and Wisconsin income, the shareholder may have 
to recompute the amount of passive activity loss deductible for Wisconsin. There are three types 
of differences between federal and Wisconsin income: 
 
  •  Schedule   adjustments.I
  •  Differences resulting from making different elections for federal and Wisconsin purposes. 
     For more information, see Wisconsin Tax Bulletin 214 (July 2021, page 8). 
  •  Modifications to federal adjusted gross income prescribed in sec. 71.05(6) to (12), (19), 
     (20), and (24) to (26) Wis. Stats. 
 
A Schedule  Iadjustment may arise if a provision of the Internal Revenue Code doesn’t apply for 
Wisconsin (e.g., bonus depreciation) or if a federal law change becomes effective at a different 
time for Wisconsin than  for  federal  purposes. Modifications to federal adjusted  gross  income 
include the addition of state and local government bond interest income and the subtraction of 
the capital gain deduction. 
 
For differences resulting from Schedule  Iadjustments or different elections, the shareholder must 
recompute the passive  activity loss limits  for  Wisconsin. However,  the  shareholder  may not 
recompute  the loss limits  for  modifications. The tax-option  (S) corporation should tell  the 
shareholder the reason for any adjustment in column (c) so that the shareholder will know whether 
they must recompute the passive activity loss limits. 
 
Specific Instructions 
 
Parts I and II – Information about the Tax-Option (S) Corporation and Shareholder 
 
The tax-option (S) corporation enters its name, address, and identifying number in Part I. 
 
The  tax-option  (S)  corporation  enters  the  name,  address,  and  identifying  number  of  the 
shareholder in Part II. If a qualified Subchapter S trust (QSST) is a shareholder, the QSST's (not 
its beneficiary's) name, address, and identifying number should be entered in Part II. The QSST 
must file a Wisconsin Form 2 to report its share of the tax-option (S) corporation income. The 
beneficiary must file an individual income tax return to report the beneficiary's share of the QSST’s 
income. 
 
If the tax-option (S) corporation is aware that the shareholder is a disregarded entity (other than 
a QSST) or grantor trust, it enters in Part II the name, address, and identifying number of the 
member or grantor to whom the income on Schedule 5K-1 will be reported. If this information is 
entered  correctly,  it  is  less  likely  that  the  department  will  need  to  contact  the  tax-option  (S) 
corporation or the shareholder to verify that the proper amount of income is reported. 
 
Item A. The tax-option (S) corporation must check the appropriate box to indicate what type of 
entity this shareholder is. 
 
                                          5 
 



- 6 -
            2023 Schedule 5K-1 Instructions 

Item B. 
 
 •  Box 1. The tax-option (S) corporation must check the "Final 5K-1" box if it ceased to exist, 
       withdrew from Wisconsin, or terminated its tax-option (S) election or if the shareholder's 
       interest in the tax-option (S) corporation terminated during the taxable year. 
 •  Box 2. The tax-option (S) corporation must file an amended Schedule 5K-1 and check the 
       "Amended 5K-1" box to correct an error on a Schedule 5K-1 already filed. The tax-option 
       (S) corporation must include Schedule AR to explain the reason for the changes. 
 •  Box 3. The tax-option (S) corporation must check this box if it made the election to pay tax 
       at the entity level. 
       If this box is checked, shareholders should not include in their Wisconsin adjusted gross 
       income their proportionate share of all items of income, gain, loss, or deduction of the tax-
       option (S) corporation. See the section titled: Shareholder Reporting of Schedule 5K-1 
       Items from a Tax-Option (S) Corporation Electing to Pay Tax at the Entity Level. 
       For more information about the entity-level tax election and how it affects Schedule 5K-1, 
       see the instructions for Schedule 5S-ET. 
 •  Box 4. The tax-option (S) corporation must check this box if it is a member of a multi-tier 
       pass-through entity structure and any of its lower-tiered entities made an election to pay 
       tax at the entity level. 
       If box 4 is checked and box 3 is not checked, the tax-option (S) corporation must provide 
       each shareholder with a detailed schedule showing the amount of the shareholder's items 
       of income, gain, loss,  and deduction  that have been taxed by a lower-tier entity. 
       Shareholders will use this schedule to complete their Wisconsin income tax returns. 
       For more information about the entity-level tax election and how it affects Schedule 5K-1, 
       see the instructions for Schedule 5S-ET. 
 
Item C. The tax-option (S) corporation enters the shareholder’s percentage of stock ownership 
for the taxable year. If there was a change in shareholders or in the relative interest in stock the 
shareholders owned during the taxable year, each shareholder’s percentage of ownership is 
weighted for the number of days in the taxable year that stock was owned. 
 
Item D. The tax-option (S) corporation enters the shareholder’s state of residence (domicile). If 
the state of residence changed during the corporation’s taxable year, indicate all states involved. 
If the shareholder moved into or out of Wisconsin during the corporation’s taxable year, and the 
corporation does business in and outside Wisconsin, the shareholder’s Wisconsin share of the 
tax-option items will be affected. See the instructions below for more information. 
 
Item E. The tax-option (S) corporation checks this box only if the shareholder is a nonresident or 
part-year resident of Wisconsin during the corporation’s taxable year and the corporation is a 
multistate corporation that would figure its income under the apportionment method if it were a 
regular (C) corporation. The tax-option (S) corporation enters its apportionment percentage from 
Schedule A-01, A-02, A-03, A-04, A-05, A-06, A-07, A-08, A-09, A-10, or A-11, as appropriate. 
The appropriate apportionment  schedule must  be included with the Form 5S  filed with the 
department. 
 
Item F. The tax-option (S) corporation checks this box only if the shareholder is a nonresident or 
part-year resident of Wisconsin during the corporation’s taxable year and the corporation is a 

                                6 
 



- 7 -
                    2023 Schedule 5K-1 Instructions 

multistate corporation that would figure its income under the separate accounting method if it were 
a regular (C) corporation. Include Form C to show the allocation of the amount under Wisconsin 
law in column d of each applicable share item on Schedule 5K to Wisconsin and outside 
Wisconsin. 
 
Item G. The tax-option (S) corporation checks this box if the shareholder is a nonresident who 
filed Form PW-2 and either received an approved Form PW-2 or received a continuous exemption 
letter from the department to claim exemption from pass-through entity withholding. Both the tax-
option (S)  corporation and shareholder  must  keep a  copy of the exemption letter on file  to 
substantiate the withholding exemption. However, the tax-option (S) corporation generally must 
still report that shareholder on Form PW-1 to disclose that the withholding exemption was claimed. 
See the Form PW-1 instructions for further details. 
 
Item H. The tax-option (S) corporation checks this box if a qualifying shareholder elects to be 
included on Form 1CNS,  Composite Wisconsin Individual Income Tax Return for Nonresident 
Tax-Option (S) Corporation Shareholders. The tax-option (S) corporation enters the amount of 
Wisconsin composite tax paid on behalf of the qualifying shareholder from Form 1CNS, Schedule 
2, Column (G), in the space provided. The composite return (Form 1CNS) replaces the separate 
Wisconsin  income  tax  return,  Form  1NPR,  that  otherwise  would  be  filed  by  the  qualifying 
shareholder. For more information regarding the composite return, see the instructions for Form 
1CNS. 
 
Part III - Schedule 5K-1, Columns a Through e 
 
Column a – Pro rata share items. These item descriptions are substantially identical to the item 
descriptions on federal Schedule K-1. However, on the lines for other income, other deductions, 
alternative  minimum tax (AMT) items, nondeductible expenses, distributions, and other 
information, enter the actual description instead of the applicable code from the federal Schedule 
K-1. 
 
Column b – Federal Amount. The federal amount is the shareholder’s pro rata share of the 
amount from Wisconsin Schedule 5K, column b, and generally should agree with the amount for 
that item reported on the shareholder’s federal Schedule K-1. 
 
Column c – Adjustment. The adjustment is the shareholder’s pro rata share of the amount from 
Wisconsin Schedule 5K, column c. The tax-option (S) corporation must complete Schedule 5K-1, 
Part IV for any adjustment in column c. If the difference arises because a federal law change has 
not been adopted by Wisconsin (e.g., bonus depreciation), identify it as a “Schedule  Iadjustment.” 
Individual shareholders must account for this difference on Wisconsin Schedule I. 
 
Column d  –  Amount  Under Wisconsin Law.  The amount under  Wisconsin law is the 
shareholder’s pro rata share of the amount from Wisconsin Schedule 5K, column d. This is the 
amount  used  in  computing  Wisconsin  income  by  a  full-year  resident  of  Wisconsin.  Full-year 
Wisconsin resident shareholders, part-year resident shareholders, and nonresident shareholders 
also use the information from column d to calculate the Wisconsin basis in the corporation’s stock. 
 
Column e – Wisconsin Source Amount. The tax-option (S) corporation fills in this column only 
for a nonresident or part-year Wisconsin resident shareholder. The Wisconsin source amount is 
the portion of the shareholder’s amount in column d that is attributable to Wisconsin. If the tax-
option  (S)  corporation  is  doing  business  in  and  outside  Wisconsin, this  generally  will be the 

                                              7 
 



- 8 -
                      2023 Schedule 5K-1 Instructions 

amount from column d multiplied by the tax-option (S) corporation’s apportionment percentage 
from item E. 
 
Caution: Do not fill in column e for a shareholder who is a full-year resident of Wisconsin. 
 
Shareholders That Are Full-Year Residents of Wisconsin 
 
Shareholders who are full-year residents of Wisconsin must report to Wisconsin all income or loss 
regardless of where it is earned or incurred, unless otherwise exempt (such as United States 
government interest). 
 
Therefore, a tax-option (S) corporation that does business in and outside Wisconsin does not 
apportion a Wisconsin resident shareholder’s share of its income, loss, and deductions between 
Wisconsin and elsewhere. The amount determined under Wisconsin law for each item is the 
shareholder’s share, based on their percentage of stock ownership of the amount on Schedule 
5K, column d. 
 
Do not fill in column e. 
 
Shareholders That Are Nonresidents 
 
Shareholders who are nonresidents of Wisconsin must report to Wisconsin all income or loss that 
is earned or incurred in Wisconsin. 
 
If Corporation Does Business Only in Wisconsin. A nonresident shareholder’s share of the 
adjustment and amount determined under Wisconsin law of each item is the shareholder’s share, 
based on their percentage of stock ownership, of the amounts on Schedule 5K, columns c and d. 
Enter the amount from column d in column e. 
 
If Corporation Does  Business in and Outside Wisconsin.  A nonresident shareholder’s 
Wisconsin source amount in column e of each item is the shareholder’s amount from column d 
that is attributable to Wisconsin based on apportionment or separate accounting, as appropriate. 
 
If the corporation is a unitary, multistate corporation, compute the Wisconsin source amount of 
each share item by  multiplying the amount in  column d for that item  by  the apportionment 
percentage from Item E. 
 
If the corporation has nonapportionable income (loss) on Form N, line 14, compute the Wisconsin 
source amount in column e of any affected item by multiplying the amount of the nonapportionable 
share item  from Schedule 5K, column d, that  is attributed  to Wisconsin on Form N by the 
nonresident shareholder's percentage of stock ownership. 
 
If the corporation is a nonunitary, multistate corporation, compute the Wisconsin source amount 
in column e of each share item by multiplying the amount from Schedule 5K, column d, that is 
allocated to Wisconsin on Form C by the nonresident  shareholder’s percentage  of stock 
ownership. 
 
Itemized Deduction Amounts. A shareholder may choose to treat items that are deductible on 
federal Schedule A in either of the following ways: 
 
 •  As deductions that may be includable in the Wisconsin itemized deduction credit, or 

                                            8 
 



- 9 -
              2023 Schedule 5K-1 Instructions 

  •  As modifications  that are subtracted  from  federal adjusted gross income to arrive at 
   Wisconsin adjusted gross income. 
 
Itemized Deduction Credit: 
 
Show the amount that would be used in the Wisconsin itemized deduction credit in column d. 
Don't multiply this result by the Wisconsin apportionment percentage or allocate it in and outside 
Wisconsin using separate accounting, regardless of the shareholder’s state of residence. The 
shareholder uses the amount from column d for the itemized deduction credit. Include the amount 
that is deductible as a federal itemized deduction in the itemized deduction credit to the extent 
permitted under Wisconsin law. If the shareholder's federal itemized deductions were limited due 
to their income level, the shareholder uses the allowable deductions after the limitation is applied. 
  
Subtraction Modification: 
 
For items claimed as subtraction modifications, the Wisconsin amount is limited to the amount 
actually allowed as an itemized deduction for federal purposes. The subtraction is limited to the 
amount actually deductible for federal purposes. (For example, any limitation when  federal 
itemized deductions are reduced due to federal adjusted gross income limits also apply to the 
subtraction modification). For  a  nonresident  or  part-year  resident shareholder of  a  multistate 
corporation, the Wisconsin amount is further limited to the portion that is attributable to Wisconsin 
based on apportionment or separate accounting, as appropriate. Therefore, for a nonresident or 
part-year resident shareholder of a multistate corporation, enter the Wisconsin source amount in 
column e. The shareholder uses the amount from column e when completing Form 1NPR. 
 
Shareholders That Are Part-Year Residents 
 
Shareholders who are part-year residents of Wisconsin must report to Wisconsin all income or 
loss, regardless of where it is earned or incurred, while they were residents of Wisconsin and all 
income or loss earned or incurred in Wisconsin while they were nonresidents of Wisconsin. 
 
If Corporation Does Business Only in Wisconsin. A part-year resident shareholder’s share of 
the adjustment and amount under Wisconsin law of each item is the shareholder’s share, based 
on  their  percentage of  stock ownership, of  the adjustment and amount determined under 
Wisconsin  law  shown  on  Schedule  5K,  columns  c  and  d,  respectively.  The  tax-option (S) 
corporation enters the amount from column d in column e. 
 
If Corporation Does Business in and  Outside Wisconsin.  Compute a part-year resident 
shareholder’s Wisconsin source amount in column e of each item in two parts: one for the portion 
of the corporation’s taxable year that the shareholder was a resident of Wisconsin and another 
for the portion of  the corporation’s taxable year  that the shareholder  was a nonresident of 
Wisconsin. 
 
For this purpose, the amount of any share item is determined on a daily basis. That is, every 
share item is allocated between the resident and nonresident status of the shareholder based on 
the number of days during the corporation’s taxable year that the shareholder was a resident or 
nonresident of  Wisconsin. The shareholder’s share of an item  for each period (resident or 
nonresident) is determined in the same manner as that of full-year residents and nonresidents, 
respectively. 
 
                                          9 
 



- 10 -
                    2023 Schedule 5K-1 Instructions 

Lines 1 through 12, 15, and 17d 
 
The entries on these lines show the shareholder's  share of the federal amount (column (b)), 
adjustment (column (c)), and amount reportable under Wisconsin law (column (d)) for each of the 
items. For nonresident and part-year resident shareholders, the entries also show their share of 
the amount attributed to Wisconsin (column (e)). 
 
These amounts don't take into account limitations on losses or other items that may have to be 
adjusted because of the adjusted basis of the shareholder's stock and debt in the corporation, the 
at-risk limitations, or the passive activity limitations. 
 
If the amount under Wisconsin law for any share item on lines 1 through 12, 15, and 17d differs 
from the federal amount, the shareholder's Schedule 5K-1 will have an amount in column (c). The 
shareholder must account for this difference on their Wisconsin franchise or income tax return. 
How the shareholder accounts for the difference depends on the return they are filing, the share 
item, and the reason for the difference. 
 
If the difference in column (c) arises because a provision of the Internal Revenue Code doesn’t 
apply for Wisconsin (e.g., bonus depreciation) or a federal law change becomes effective for 
Wisconsin at a different time, the shareholder must complete Wisconsin Schedule  I(Schedule B 
for estates and trusts) before filling in their Wisconsin income tax return. If the difference results 
from the tax-option (S) corporation making different elections for federal and Wisconsin purposes, 
the  shareholder  must  recompute the federal  adjusted  gross  income that  they  report  on  their 
Wisconsin  return.  These  adjustments  are  often  called  “Schedule   Iadjustments”  because 
individuals must report them on Wisconsin Schedule I. For more information, see WisconsinTax 
Bulletin 214 (July 2021, page 8). 
 
The tax-option (S) corporation must identify the adjustments and provide that information to the 
individual shareholders on Schedule 5K-1. 
 
If the difference is a modification allowed in computing Wisconsin adjusted gross income, the 
treatment depends on which share item is affected and the return the shareholder is filing: 
 
Modifications on Lines 1, 2, 3, 5, 6, 10, 11, 12, and 17d: 
 
 •  If the shareholder files Form 1, account for any modification to one of these share items 
  by combining the  amount  from  Schedule  5K-1,  column  (c),  with any  other  Wisconsin 
  modification and entering the total on the appropriate line(s) of Form 1, Schedule AD or 
  Schedule SB. 
 •  If  the shareholder files Form 1NPR, include on the appropriate line of Form 1NPR  or 
  Schedule M, along with any other Wisconsin income or loss, the Wisconsin amount from 
  column (e) of any share item reported on one of these lines. 
 •  If the shareholder files Form 2 as a full-year resident estate or trust, account for any 
  modification to one of these share items by entering the amount from Schedule 5K-1, 
  column (c), on Form 2, Schedule A. If the shareholder files  Form 2 as a part-year or 
  nonresident estate or  trust, enter  the appropriate amounts from Schedule 5K-1 on 
  Schedule NR. 
 
Interest Income Modifications on Lines 4, 16a, and 17a: 
 
                                               10 
 



- 11 -
               2023 Schedule 5K-1 Instructions 

Interest income that is exempt from federal income taxes but taxable by Wisconsin, such as state 
and local government bond interest, is shown as an addition on line 4, column (c) and as a 
subtraction on line 16a, column (c). 
 
 •  If the shareholder files Form 1, combine the interest income amount from Schedule 5K-1, 
  column (c), with any other interest modification and enter the total on the appropriate line 
  of Form 1, Schedule AD or Schedule SB. 
 •  If  the  shareholder files Form 1NPR,  include  on the  appropriate  line of Form 1NPR  or 
  Schedule M, along with any other  Wisconsin interest income, the Wisconsin source 
  amount of interest income from Schedule 5K-1, column (e). 
 •  If the shareholder files Form 2 as a full-year resident estate or trust, account for any 
  modification by entering the amount from Schedule 5K-1, column (c), on Form 2, Schedule 
  A. If the shareholder files Form 2 as a part-year or nonresident estate or trust, enter the 
  appropriate amounts from Schedule 5K-1 on Schedule NR. 
 
Capital Gain Modifications on Lines 7 and 8: 
 
Shareholders enter the Wisconsin amounts from column (d) (column (e) for nonresidents and 
part-year residents) of these share items on the appropriate lines of Wisconsin Schedule WD 
(Schedule 2WD for estates and trusts). 
 
Section 1231 Gain/Loss Modifications on Line 9a: 
 
Individual shareholders, see the instructions for Part II of Wisconsin Schedule T and recompute 
a federal Form 4797 as instructed. 
 
Estate and trust shareholders,  see  the  instructions  for  Form  2  and  complete  the  adjustment 
worksheet as instructed. 
 
Portion of the amount on Line 9a attributable to gains on sales of farm assets on Line 9b: 
 
Tax-option (S) corporations enter on line 9b the portion of the net gain attributable to the sales of 
farm assets included on line 9a held more than one year. Do not include amounts treated as 
ordinary income for federal income tax purposes because of recapture of depreciation or for any 
other reason, nor amounts treated as capital gain for federal income tax purposes from the sale 
or exchange of a lottery prize. “Farm assets” means livestock, farm equipment, farm real property, 
and farm depreciable property. 
 
Other income (loss) on line 10 
 
Tax-option (S) corporation uses a separate line for each type of income (loss). 
 
If there are more than two types of other income (loss), the tax-option (S) corporation enters "See 
Attached" on line 10a, column (a), and the appropriate totals in columns (b), (c), (d), and (e). The 
tax-option (S) corporation submits a separate attachment listing each type and amount of other 
income (loss). 
 
                                       11 
 



- 12 -
               2023 Schedule 5K-1 Instructions 

Itemized Deduction Modifications on Lines 12 and 17b: 
 
Individual shareholders adjust the deduction items from federal Schedule A when figuring the 
Wisconsin itemized deduction credit (Form 1, Schedule 1, or Form 1NPR, Schedule 1). Increase 
or decrease, as appropriate, the amount from federal Schedule A by the amount on Schedule 5K-
1, column (c). 
 
Note:  Rather  than  including  the  tax-option  items  deductible  on  federal  Schedule  A  in  the 
Wisconsin itemized deduction credit,  the shareholder  may  treat  these items as subtraction 
modifications to arrive at Wisconsin adjusted gross income. Their modification is limited to the 
amount actually deductible for federal purposes. 
 
Include the amount that is deductible as a federal itemized deduction in the itemized deduction 
credit to the  extent  permitted  under Wisconsin  law. If  the shareholder's  federal  itemized 
deductions were limited due to income level, the shareholder uses the allowable deductions after 
the limitation is applied. 
 
The subtraction is limited to the amount actually deductible for federal purposes. (For example, 
any limitation when federal itemized deductions are reduced due to federal adjusted gross income 
limits also apply to the subtraction modification). 
 
If the shareholder is a nonresident of Wisconsin for any part of the corporation’s taxable year, 
their modification is further limited to that portion of the deductible amount which is attributable to 
Wisconsin based on apportionment or separate accounting, as appropriate. 
 
Line 13a through 13h. Credits 
 
Tax-option (S) corporations compute the credits on lines 13a through 13h in the same manner for 
shareholders who are full-year, part-year, or nonresidents of Wisconsin. 
 
Note: Do not multiply the shareholder's proportionate or specially allocated share of the credits 
by the shareholder's apportionment percentage. Nonresidents and part-year residents are eligible 
for the full amount of credits similar to a full-year resident. (Only the early-stage seed investment 
credit and supplement to the federal historic rehabilitation credit may be specially allocated. See 
the Schedule VC and HR instructions for details.) 
 
For each credit, the tax-option (S) corporation enters the shareholder’s proportionate or specially 
allocated  share  of  the  amount  on  Schedule  5K.  The  tax-option  (S)  corporation  enters  the 
abbreviation of the credit being claimed next to the word "schedule" on line 13. The abbreviation 
for each credit is located in the upper left-hand corner of the credit schedule and in parenthesis 
next to the description of the credit from the Schedule 5K instructions. See exceptions below. 
 
For the following credits, the tax-option (S) corporation enters the code indicated below 
instead of the abbreviation from the credit schedule: 
 
 •  Angel Investment Credit – VCA 
 •  Early-Stage Seed Investment Credit – VCE 

 •  Regular Research Credit –   R

                                         12 
 



- 13 -
                 2023 Schedule 5K-1 Instructions 

 •  Research credit related to designing internal combustion engines for vehicles, including 
     expenses related to designing vehicles that are powered by such engines and improving 
     production processes for such engines and vehicles – RIC 
 •  Research credit related to the design and  manufacturing of energy efficient lighting 
     systems,  building  automation  and  control  systems,  or  automotive  batteries  for  use  in 
     hybrid−electric vehicles, that reduce the demand for natural gas or electricity or improve 
     the efficiency of its use - REE 
 
The tax-option (S) corporation uses a separate line for each credit being claimed. For example, if 
the tax-option (S) corporation is claiming the enterprise zone jobs credit, it enters "EC" next to the 
"Schedule" line. 
 
Line 13i. Credit for Tax Paid to Other States  
 
Tax-option (S) corporations complete this line only for full-year Wisconsin resident shareholders 
and part-year Wisconsin resident shareholders. Enter zero for shareholders who are nonresidents 
of Wisconsin. 
 
For a full-year resident, enter in column d the shareholder’s proportionate share or specifically 
allocated share of the amount of the tax credits on Form 5S, Schedule 5K, line 13i.  
 
For a part-year resident, enter in column d the shareholder's proportionate share or specifically 
allocated share of the amount of the tax credits on Form 5S, Schedule 5K, line 13i, multiplied by 
the  ratio  of days  that  the  shareholder was  a  resident  of  Wisconsin  during the  tax-option (S) 
corporation’s taxable year to the total days in the tax-option (S) corporation’s taxable year. 
 
If a tax-option (S) corporation, limited liability company, or partnership filed its own income or 
franchise tax return with another state and paid tax on its income to that state, an individual 
shareholder generally uses Part III of Schedule OS to calculate their credit for net taxes paid to 
other states. The amount of income to include in the computation of Part III would generally be 
the individual's pro rata share of the amount of income the entity paid tax to the other state. The 
entity should provide this information to the individual so that they may compute the appropriate 
amount of credit for net tax paid to other states. 
 
Note:  The amount of eligible qualified production activities income that may be claimed in 
computing the manufacturing and agriculture credit is reduced by the amount of the qualified 
production activities income taxed by another state upon which a credit for taxes paid to the other 
state is claimed. The tax-option (S) corporation will need to provide the shareholders with the 
amount of eligible qualified production activities income upon which their share of the credit for 
tax paid to another state was computed so they may use this information when completing their 
tax returns. 
 
Caution: If the tax-option (S) corporation makes an election to be taxed at the entity level under 
sec. 71.365(4m)(a), Wis. Stats., it must leave line 13i blank. The shareholder may not claim a 
credit for net tax paid to another state on income taxed on the electing tax-option (S) corporation's 
Wisconsin tax return or taxes paid on the shareholder's behalf on a composite return. In addition, 
a resident shareholder may not claim a credit for taxes the shareholder paid to another state on 
income taxed at the entity level in Wisconsin. If the tax-option (S) corporation paid a tax to another 
state on a corporate return or on a composite return on behalf of the shareholders, the entity may 

                                     13 
 



- 14 -
                      2023 Schedule 5K-1 Instructions 

claim  a  credit  on  Schedule  ET-OS.  See  the  instructions  for  this  schedule  for  information  on 
computing the credit. 
 
Line 13j. Wisconsin Tax Withheld 
 
Shareholders enter the amount from line 13j, column (d), on the “Wisconsin income tax withheld” 
line of their Wisconsin income or franchise tax return. Unless the shareholder elects to be included 
in a composite return (Form 1CNS), the shareholder must include a complete copy of Schedule 
5K-1 with their Wisconsin income or franchise tax return if they claim this credit. 
 
If the tax-option (S) corporation was required to file Form PW-1 to withhold tax on behalf of its 
nonresident shareholders, it enters in column d the tax withholding allocated to the shareholder. 
 
Caution: Shareholders do not enter their share of pass-through entity withholding as an estimated 
tax payment on their Wisconsin return. 
 
Line 14.  
 
Federal Schedule K-3. If the tax-option (S) corporation has items of international tax relevance, 
check this box and include federal Schedule K-3 with Schedule 5K-1. If there are differences 
between the federal and Wisconsin amounts reported on Schedule K-3, include a statement to 
explain the differences. 
 
The shareholder must account for the differences appropriately on the shareholder's Wisconsin 
franchise or income tax return. 
 
Line 15. 
 
Alternative Minimum Tax Items – Wisconsin does not have an alternative minimum tax for taxable 
years beginning on or after January 1, 2019. 
 
Tax-option (S) corporations fill in column (b) with the amount from federal Schedule K-1. Do not 
report any amounts under columns (c), (d), and (e). 
 
Lines 16a through 16c. Tax-Exempt Interest and Non-deductible Expenses 
 
Differences in the amount of income that is exempt for federal and Wisconsin purposes are shown 
on lines 16a and 16b,  column  (c).  Increases or  decreases in  the amount of nondeductible 
expenses are shown on line 16c, column (c). Shareholders use the amount from column (d) when 
computing the Wisconsin basis of their stock. 
 
Line 16d. Property Distributions 
 
Shareholders reduce  their  Wisconsin basis  in stock  of the corporation  by the  Wisconsin 
distributions on line 16d, column (d). If these distributions exceed the shareholder's Wisconsin 
basis in stock and  they  were a Wisconsin resident when  they  received the distributions,  the 
shareholder treats the excess as a Wisconsin gain from the sale or exchange of property. Enter 
any Wisconsin gain on the appropriate line of Wisconsin Schedule WD. 
 
                                              14 
 



- 15 -
                   2023 Schedule 5K-1 Instructions 

Line 16e. Repayment of Loans from Shareholders 
 
If the repayments on line 16e are made on indebtedness with a reduced Wisconsin basis and the 
shareholder received the repayments while they were a Wisconsin resident, the repayments result 
in income to the shareholder to the extent the repayments are more than the adjusted Wisconsin 
basis of the loan. 
 
If the shareholder is filing Form 1, enter the amount of Wisconsin income realized on Wisconsin 
Schedule WD, if the loan was a capital asset. If the loan wasn’t a capital asset, enter the difference 
between federal income and Wisconsin income on Schedule AD or Schedule SB, as appropriate. 
 
If  the shareholder is  filing Form 1NPR, enter  the amount of Wisconsin income  realized on 
Wisconsin Schedule WD, if the loan was a capital asset, or on the appropriate line on Form 1NPR 
or Schedule M, if the loan wasn’t a capital asset. 
 
Line 16f. Foreign Taxes Paid or Accrued. 
 
The tax-option (S) corporation enters the shareholder's proportionate share of the federal amount, 
adjustment, and amount determined under Wisconsin law from Schedule 5K. 
 
Lines 17a Through 17c. Investment Income/Expense and Dividend Distributions 
 
Enter the shareholder’s proportionate  share of  the  federal amount, adjustment, and amount 
determined under Wisconsin law from Schedule 5K for each of these items. 
 
Line 17c. Dividend Distributions 
 
The shareholder must report the amount from column (d) or (e), as appropriate, as dividend 
income if they were a Wisconsin resident on the date they received it. The federal amount of the 
dividend distribution should have been reported to the shareholder on Form 1099-DIV. 
 
If the shareholder is filing Form 1, enter the amount from line 17c, column (c), on Schedule AD or 
Schedule SB, as appropriate. If the shareholder is filing Form 1NPR and the dividend distribution 
is reportable to Wisconsin, enter the amount from line 17c, column (e), on the appropriate line of 
Form 1NPR or Schedule M, along with any other dividend income reportable to Wisconsin. 
 
Line 17d. Other Items and Amounts 
 
If applicable, the corporation provides supplemental information or lists in the space provided the 
shareholder's pro rata share of items not included on lines 1 through 17c. This listing should 
include the federal amount, adjustment, amount under Wisconsin law, and Wisconsin source 
amount, if applicable, for each item. The shareholder accounts for any other share items listed on 
line 17d as necessary to include the taxable or deductible amount of each item as computed 
under Wisconsin law in the shareholder's Wisconsin income. 
 
If interest income from United States government obligations is listed, the shareholder must make 
an  adjustment  on  their  Wisconsin  return  since  this  income  is  taxable  for  federal  income  tax 
purposes, but not for Wisconsin purposes. If the shareholder is filing Form 1, include the federal 
amount of this interest income on Schedule SB. If a shareholder is filing Form 1NPR, include this 
interest income on the appropriate lines of Form 1NPR and Schedule M. 
 
                                         15 
 



- 16 -
                 2023 Schedule 5K-1 Instructions 

Include the following items on line 17d: 
 
 •  The amount of interest income from United States government obligations that is included 
     on Schedule 5K-1, line 4, column d (column e for nonresidents and part-year residents of 
     Wisconsin). 
 •  Information on the sale, exchange, or other disposition of property for which the section 
     179 expense deduction was claimed. 
 •  If the tax-option (S) corporation is engaged in both farming and some other business 
     activity, indicate the portion of each of the share items that is attributable to the farm 
     operations. The shareholders use this information in applying the farm loss limitations. 
 •  The amount deducted under the Internal Revenue Code as moving expenses, as defined 
     in sec. 71.01(8j), Wis.  Stats., paid or incurred during  the  taxable year to  move  the 
     taxpayer's Wisconsin business operations, in  whole or in part, to a location outside 
     Wisconsin or to move the taxpayer's business operations outside the United States, must 
     be added back to Wisconsin income. 
 •  Any information needed by a shareholder to determine why the Wisconsin amount of any 
     item differs from the federal amount. 
 
Note: Tax-option (S) corporations whose Wisconsin shareholders may qualify for the farmland 
preservation credit should provide a copy of the farmland property tax bill with the Schedule 5K-
1 given to each Wisconsin shareholder. It isn’t necessary for the tax-option (S) corporation to 
submit the property tax bill with the Schedules 5K-1 sent to the department. Shareholders will 
compute their allowable credits based on their proportionate  shares  of the tax-option (S) 
corporation’s property taxes. For additional information about the farmland preservation credit, 
see the Wisconsin Schedule FC or FC-A instructions. If the tax-option (S) corporation is a member 
of one or more other pass-through entities, gross income includes the gross income attributable 
to those other pass-through entities. 
 
Manufacturing and agriculture credit information: If the tax-option (S) corporation computed 
the manufacturing and agriculture credit on Schedule MA-M and/or MA-A, include on line 17d the 
amount of income that was used to compute the manufacturing and agriculture credit so that the 
shareholders  can  use  this  information  when  completing  Schedule  MA-M  or  MA-A,  Part  II, 
Computation of Business Income Limitation for individuals and fiduciaries, if required. 
 
The amount of eligible qualified production activities income that may be claimed in computing 
the manufacturing and agriculture credit is reduced by the amount of the qualified production 
activities income taxed by another state upon which a credit for taxes paid to the other state is 
claimed. The tax-option (S) corporation will need to provide the shareholders with the amount of 
eligible qualified production activities income upon which their share of the credit for tax paid to 
another state was computed so they may use this information when completing their tax returns. 
 
Caution: If a tax-option (S) corporation makes an election to pay tax at the entity-level under sec. 
71.365(4m)(a), Wis. Stats., the shareholder may only use the credit to offset tax liability resulting 
from the shareholder's prorated share of taxable income from the tax-option (S) corporation for a 
year in which the election is not made. 
 
                                           16 
 



- 17 -
          2023 Schedule 5K-1 Instructions 

Lines 18a and 18b. Related Entity Expenses 
 
If the tax-option (S) corporation paid, accrued, or incurred management fees or interest, rental or 
intangible expenses to a related person or entity, the corporation completes lines 18a and 18b, 
as appropriate, to separately disclose  the  modifications it  made to  those items under  the 
Wisconsin law requiring “addback” of related entity expenses. Shareholders should verify that any 
amounts on lines 18a and 18b are included in column (d). If they are not, the shareholder should 
enter the modifications from lines 18a and 18b on the appropriate lines of Form 1, Form 1NPR, 
or Form 2, as applicable. 
 
Note: The shareholder must make separate addition and subtraction modifications on their return 
for related entity interest and rental expenses, even if the modifications offset one another. 
 
Line 19. Income (Loss) 
 
For each of columns d and e, combine lines 1 through 10. From the result, subtract the sum of 
lines 11 through 12. Add or subtract, as appropriate, any income or deductions reported on line 
17d that affect the computation of taxable income. 
 
Line 20. Gross Income 
 
Individuals combine the amount from column (d) or (e), as appropriate, with gross income from 
other  sources  (if  any)  that  is  reportable  to  Wisconsin  to  determine  whether  they  must  file  a 
Wisconsin income tax return. See the instructions for Form 1 or Form 1NPR for information about 
the filing requirements. 
 
Enter the shareholder’s share, based on the percentage of stock ownership, of the corporation’s 
gross  income  that  is  reportable  to  Wisconsin.  The  shareholder  will  use  this  information  to 
determine whether they must file a Wisconsin income tax return. 
 
A full-year Wisconsin resident shareholder’s share of the gross income is the shareholder’s share, 
based on their percentage of stock ownership, of the amount shown on Schedule 5K, line 20, 
column d. 
 
A nonresident or part-year resident shareholder’s share of the gross income of a corporation that 
does business only in Wisconsin is the shareholder’s share, based on their percentage of stock 
ownership, of the amount shown on Schedule 5K, line 20, column d. Enter the result in both 
column d and column e. 
 
Compute  a nonresident shareholder’s share  of  the  gross income of  a unitary, multistate 
corporation by multiplying the amount from Schedule 5K, line 20, column d, by the nonresident 
shareholder’s percentage of stock ownership and entering the result in column d. Multiply that 
amount by the apportionment percentage and enter the result in column e. 
 
Compute a nonresident shareholder’s share of the gross income of a nonunitary,  multistate 
corporation by multiplying the amount from Schedule 5K, line 20, column d, by the nonresident 
shareholder’s percentage of stock ownership and entering the result in column d. Allocate that 
amount in and outside Wisconsin and enter the portion allocated to Wisconsin in column e. 
 
Compute a part-year resident shareholder’s share of the gross income of a multistate corporation 
in two parts: one for the portion of the corporation’s taxable year that the shareholder was a 

                          17 
 



- 18 -
                         2023 Schedule 5K-1 Instructions 

resident of Wisconsin and one for portion of the corporation’s taxable year that the shareholder 
was a nonresident of Wisconsin. Enter the result in column e. 
 
Example of Schedule 5K-1 
 
Corporation S is a calendar-year multistate corporation with a 60% Wisconsin apportionment 
percentage and no nonapportionable income. Its two shareholders, A and B, each own 50% of 
the stock of Corporation S. Shareholder A was a Wisconsin resident during all of  2023. 
Shareholder B was a resident of Wisconsin until moving to Illinois on April 1, 2023. Therefore, 
Shareholder B was a part-year resident of Wisconsin for 2023, having been a resident for 90 days 
and a nonresident for 275 days. 
 
Schedule 5K for 2023 shows the following amounts on the lines indicated: 
 
Schedule 5K 
 
 (a) Distributive        (b) Federal  (c) Adjustments  (d) Amt. under 
       share items            amount                      WI law 
 1 Ordinary Income       $10,000     ($1,000)                 $9,000 
 4 Interest Income       200                    500              700 
 16a Tax-exempt          500            (500)                    0 
         interest income 
 
The tax-exempt interest income is state and local government bond interest that is exempt from 
federal income taxes but taxable by Wisconsin. The adjustments in column c on lines 4 and 16a 
become part of the amount taxable by Wisconsin. 
 
For Shareholder A, Schedule 5K-1 would show the following: 
 
 (a) Distributive        (b) Federal  (c) Adjustments  (d) Amt. under  (e) WI source 
       share items            amount                      WI law               amount 
 1 Ordinary Income       $5,000      ($500)                   $4,500                   
 4 Interest Income       100                    250              350                   
 16a Tax-exempt          250            (250)                    0                     
         interest income 
 
These amounts are determined by multiplying the amounts on Schedule 5K by Shareholder A’s 
50% stock ownership percentage. Column e is blank because shareholder A is a  full-year 
Wisconsin resident. 
 
For Shareholder B, Schedule 5K-1 would show the following: 
 
 (a) Distributive        (b) Federal  (c) Adjustments  (d) Amt. under  (e) WI source 
       share items            amount                      WI law               amount 
 1 Ordinary Income       $5,000      ($500)                   $4,500     $3,144 
 4 Interest Income       100                    250              350     244 
 16a Tax-exempt          250            (250)                    0                     
         interest income 
 
                                     18 
 



- 19 -
                     2023 Schedule 5K-1 Instructions 

The amounts in columns b, c, and d are computed by multiplying the amount on Schedule 5K by 
Shareholder B’s 50% stock ownership percentage. The Wisconsin source amounts in column e 
are  computed  in  two  parts:  one  for the  90-day  period  that Shareholder  B  was  a  resident of 
Wisconsin, and one for the 275-day period that Shareholder B was a nonresident of Wisconsin. 
The computations of Shareholder B’s amounts in column e are shown next: 
 
          Shareholder B's Line 1: Ordinary Income 
 Period of residence         $4,500 x 90/365            = $1,110 
 Period of nonresidence      $4,500 x .6 x 275/365      = $2,034 
 Total                                                  = $3,144 
 
          Shareholder B's Line 4: Interest Income 
 Period of residence         $350 x 90/365              = $86 
 Period of nonresidence      $350 x .6 x 275/365        = $158 
 Total                                                  = $244 
 
This example involves a multistate tax-option (S) corporation that would file its return using the 
apportionment method. If the corporation were one required to file using the separate accounting 
method, the calculations are similar. The calculations for Shareholder A and for the period that 
Shareholder B was a Wisconsin resident are the same as in the example above. The calculations 
for the period that Shareholder B was a nonresident of Wisconsin differ in that the Wisconsin 
amount from Form C  (as discussed earlier) is used instead of  the  Wisconsin amount from 
Schedule 5K and the Wisconsin apportionment percentage. 
 
Part IV – Shareholder's Pro Rata Share of Additions and Subtractions 
 
The purpose of this schedule is to provide detail for the amounts entered on lines 1 through 12d, 
column c, of Schedule 5K-1, Part III. The total amount from this schedule should equal the amount 
of the adjustments reported on lines 1 through 12d in column c of Schedule 5K-1, Part III. 
 
For many situations, the amounts from the additions/subtractions schedule will be entered in 
column c, line 1 or 2 of Schedules 5K and 5K-1. 
 
If a tax-option  (S)  corporation  only has ordinary income, the net addition/subtraction will be 
entered  on  line  1,  column  c  of  Schedules  5K  and  5K-1.  Conversely,  if  the  tax-option  (S) 
corporation only has net rental income, the net addition/subtraction will be entered on line 2, 
column c of those schedules. 
 
If the tax-option (S) corporation has both ordinary business income and rental real estate income, 
the net addition/subtraction should be allocated between column c, lines 1 and 2 of Schedules 5K 
and 5K-1. 
 
For situations where a tax-option (S) corporation has multiple sources of income and is required 
to  make  numerous  adjustments  in  column  c,  the  appropriate  addition/subtraction  adjustment 
should be made on each income/expense line in column c of Schedules 5K and 5K-1. The total 
adjustments made to column  c should equal the total adjustment on the addition/subtraction 
schedule. 
 
                              19 
 



- 20 -
                    2023 Schedule 5K-1 Instructions 

Schedule  IAdjustments 
 
If the amounts entered on Part IV are the result of a federal law change that has not been adopted 
by Wisconsin (e.g., bonus depreciation), identify it as a Schedule   adjustment.IThe individual 
shareholders will account for the adjustment on Schedule  Iinstead of a Schedule AD or Schedule 
SB adjustment. 
 
Line-by-Line Instructions: Additions 
 
Line 1. State Taxes 
 
Enter taxes imposed by Wisconsin, any other state, and the District of Columbia that are value-
added taxes, single business taxes, or taxes on or measured by net income, gross income, gross 
receipts, or capital stock and that were deducted in computing federal taxable income. 
 
Line 2. Related Entity Expenses 
 
A corporation must make an addition  modification to  “add back” expenses attributable  to 
transactions with related parties. The expenses that must be added back include the following, if 
paid, accrued, or incurred to a related entity: 
 
   •  Interest expenses 
   •  Rent expenses 
   •  Management fees 
   •  Intangible expenses 
 
Corporations that are members, or beneficiaries of pass-through entities must include on line 2 
their share of the pass-through entity’s related entity expenses shown on line 18a of Schedule 
5K-1, Part III. 
 
Note: If the corporation meets one of the specific conditions provided in the Wisconsin Statutes, 
the corporation may take a subtraction modification on line 11 for some or all of the amount added 
back on this line. See the instructions for line 11 for details. 
 
Definitions Applicable to Line 2. In determining whether an addback of related entity expenses 
is necessary, the following definitions apply: 
 
   •  “Related entity” – A related person under one of the following sections of the Internal 
     Revenue Code (IRC): 
     o  Section  267(b), which  defines  relationships  through  which  taxpayers  would be 
                considered  “related”  for purposes of  the disallowance of deduction or loss on 
                transactions between related taxpayers 
     o  Section 1563, relating to controlled groups of corporations, which is incorporated 
                into section 267 by reference 
     o  Section 707(b), relating to partners of partnerships, which is also incorporated into 
                section 267 by reference 

                                                20 
 



- 21 -
              2023 Schedule 5K-1 Instructions 

  A "related entity" also includes certain real estate investment trusts (REITs) if they are not 
  "qualified REITs." For more on qualified REITs, see Wisconsin Tax Bulletin #158, page 
  17, Questions A2 and A3. 
 •  “Interest expenses” – Interest that would otherwise be deductible under sec. 163, IRC, 
  and otherwise deductible in the computation of Wisconsin income. 
 •  “Rent expenses” – Gross amounts that would otherwise be deductible under the IRC, as 
  modified for Wisconsin purposes, for the use of, or the right to use, real property and 
  tangible personal property in connection with real property, including services rendered in 
  connection with such property,  regardless of  how reported for  financial accounting 
  purposes and regardless of how computed. 
 •  “Management fees” – Expenses and costs, not including interest expenses, pertaining to 
  accounts receivable, accounts payable, employee benefit plans, insurance, legal matters, 
  payroll, data processing, purchasing, taxation, financial matters, securities, accounting, or 
  reporting on compliance matters or similar activities, to the extent that the amounts would 
  otherwise be deductible in determining net income under the IRC as modified  for 
  Wisconsin purposes. 
 •  “Intangible expenses” – Any of the following, to the extent the amounts would otherwise 
  be deductible in determining net income under the IRC as  modified for Wisconsin 
  purposes: 
  o  Expenses, losses, or costs for, related to, or directly or indirectly in connection with, 
   the acquisition, use, maintenance, management, ownership, sale, exchange, or 
   any other disposition of intangible property 
  o  Losses related to, or incurred in connection directly or indirectly with, factoring 
   transactions or discounting transactions 
  o  Royalty, patent, technical, and copyright fees 
  o  Licensing fees 
  If a corporation purchases an amortizable intangible asset from a related entity,  the 
  amortization expenses on that asset are considered intangible expenses and should be 
  added back. 
 
Schedule RT Filing Requirement for Amount on Line 2. If the amount a corporation reports on 
line 2 exceeds $100,000, the  corporation must file Schedule RT, Wisconsin Related Entity 
Expenses Disclosure Statement, with its return. However, corporations using apportionment may 
multiply  the  amount  on  line  2  by  the  apportionment  percentage  for  purposes  of  determining 
whether they meet the $100,000 threshold for filing Schedule RT. 
 
Line 3. Expenses Related to Nontaxable Income 
 
Enter expenses included in federal  taxable income  that are directly or indirectly related  to 
nontaxable income. Include a schedule with your return showing the payers and amounts of 
nontaxable income and explaining why that income isn’t taxable. 
 
Interest, dividends, and capital gains from the disposition of intangible assets are nontaxable if 
both of the following are true: 
 
 •  The operations of the payer are not unitary with those of the payee, and 

                                21 
 



- 22 -
                       2023 Schedule 5K-1 Instructions 

 •  The payer and payee are not related as parent company and subsidiary or affiliates and 
  the investment activity from which the income is received is not an integral part of a unitary 
  business. 
 
Income may also be nontaxable under the principles of the U.S. Supreme Court decision in Allied-
Signal v. Director, Div. of Taxation, 504 U.S. 768 (1992), if the investment is passive and does 
not serve an operational function. 
 
For corporations subject to the Wisconsin income tax rather than the franchise tax, nontaxable 
income also includes interest on United States government obligations. 
 
Examples of expenses related to nontaxable income include taxes, interest, and administrative 
fees related to the production of nontaxable income. 
 
Also enter on this line any losses included in federal taxable income from disposing of assets, if 
gains from disposing  those assets would have been non-taxable income if the assets were 
disposed of at a gain. 
 
Line 4. Section 179, Depreciation, Amortization Differences 
 
 •  Section 179 expenses: 
  Enter the amount by which the Wisconsin section 179 expense exceeds the  federal 
  section 179 expense. 
  For taxable years beginning on or after January 1, 2014, sections 179, 179A, 179B, 179C, 
  179D, and 179E of  the Internal Revenue Code,  related to expensing of depreciable 
  business assets, apply for Wisconsin tax purposes. "Internal Revenue Code" means the 
  federal Internal Revenue Code in effect for the year in which the property is placed in 
  service. 
  For  further information  about the differences between  the limitations  for  federal and 
  Wisconsin purposes, see the section titled: Conformity with Internal Revenue Code and 
  Exceptions in the Form 5S instructions. 
 •  Depreciation/Amortization (not section 179 expense): 
  Enter the amount by which the federal deduction for depreciation or amortization exceeds 
  the Wisconsin deduction. Include a schedule showing the computation details. 
  These  differences  can  happen  because  of  IRC  sections  not  adopted  for  Wisconsin 
  purposes and also because of differences that existed between Wisconsin and federal law 
  for assets placed in service before January 1, 1987. 
  For 2014 and beyond, bonus depreciation was reinstituted by the federal government, and 
  an adjustment is required to account for the depreciation difference because Wisconsin 
  has not adopted  federal bonus depreciation  provisions. For  Wisconsin purposes, 
  depreciation, depletion,  and amortization is computed based on  the Internal Revenue 
  Code in effect on January 1, 2014, and bonus depreciation was not in effect on that date. 
   
                                   22 
 



- 23 -
           2023 Schedule 5K-1 Instructions 

Line 5. Amount by Which the Federal Basis of Assets Disposed of Exceeds the Wisconsin 
Basis 
 
Enter the amount by which the federal basis of assets disposed of exceeds the Wisconsin basis. 
If more than one asset is disposed of, you may combine the bases of the assets so that you need 
only one entry on this line. Provide a schedule showing the computation details. 
 
For example, assume a corporation sold the following assets during the current taxable year: 
 
           Federal Basis        Wisconsin Basis    Difference 
 Equipment              $1,500              $500        $1,000 
 Machinery              1,000               2,000       (1,000) 
 Building               20,000              10,000      10,000 
 Totals                 $22,500           $12,500       $10,000 
 
The amount to enter would be $10,000. If the Wisconsin bases of the assets had exceeded the 
federal bases, an entry would be made on line 14. 
 
The modification may also apply in cases where a parent corporation disposes of subsidiary stock 
for which the basis is determined under Treas. Reg. §1.1502-32. See sec. Tax 2.61(6)(f), Wis. 
Adm. Code, for details. 
 
Line 6. Addition for Credits Computed 
 
The corporation enters the total amount of credits from the list provided that it computes on its 
2023 return. Note: The manufacturing and agriculture credit is the credit computed in 2022. 
 
  •  Line 6a. Business development credit (Schedule BD) 
  •  Line 6b. Community rehabilitation program credit (Schedule CM) 
  •  Line 6c. Development zones credits (Schedule DC) 
  •  Line 6d. Economic development credit (Schedule ED) 
  •  Line 6e. Electronics and information technology manufacturing zone credit (Schedule EIT) 
  •  Line 6f. Employee college savings account contribution credit (Schedule ES) 
  •  Line 6g. Enterprise zone jobs credit (Schedule EC) 
  •  Line 6h. Jobs tax credit (Schedule JT) 
  •  Line 6i. Manufacturing and agriculture credit (2022 Schedule MA-M and MA-A) 
  •  Line 6j. Reserved for future use 
  •  Line 6k. Research credits (Schedule R) 
 
Line 7. Adjustment for Built-In Gains Tax 
 
Section  1366(f),  IRC,  relating  to  the  reduction  in  pass-through  income  for  taxes  at  the  S-
corporation level, is modified by substituting the Wisconsin built-in gains tax for the taxes imposed 
under secs. 1374 and 1375, IRC. Thus, for Wisconsin purposes, the gain on the sale of an asset 

                                            23 
 



- 24 -
                2023 Schedule 5K-1 Instructions 

is reduced by any Wisconsin built-in gains tax paid by the corporation on that asset. For federal 
purposes, however, the gain is reduced by the federal built-in gains tax. 
 
Line 8. Addition for Federal Capital Gains and Excess Net Passive Income Taxes 
 
If the tax-option (S) corporation reduced net long-term capital gain by an amount of federal capital 
gains tax or reduced items of passive investment income by an amount of federal excess net 
passive income tax, those tax amounts must be reported as additions on line 8. 
 
Line 9. Other Additions 
 
Enter any other additions that have not been accounted for in the preceding lines. 
 
Line-by-Line Instructions: Subtractions 
 
Line 11. Related Entity Expenses Eligible for Subtraction 
 
If the corporation made an addition modification for related entity expenses on line 2, this is where 
the corporation  reports  the amount  that qualifies for a deduction. Enter the amount of the 
expenses from line 2, that are deductible using the criteria described in Conditions for Deducting 
Related Entity Expenses, below. 
 
For corporations that are members or shareholders of pass-through entities, also include the 
amount of allowable related entity expense reported on line 18b of Schedule 5K-1, Part III. 
 
Conditions  for  Deducting Related Entity Expenses.  Section 71.80(23)(a)3.,  Wis. Stats., 
provides that a related entity expense that was added back on line 2, qualifies for a deduction if 
all of the following conditions are met: 
 
 •  The primary motivation for the transaction was one or more business purposes other than 
  the avoidance or reduction of state income or franchise taxes; 
 •  The transaction changed the economic position of the taxpayer in a meaningful way apart 
  from tax effects; and 
 •  The expenses were paid, accrued, or incurred using terms that reflect an arm’s length 
  relationship. 
 
Factors that may indicate that the expense does not qualify for a deduction include the following: 
 
 •  There was no actual transfer of funds from the taxpayer to the related entity, or the funds 
  were substantially returned to the taxpayer, either directly or indirectly. 
 •  If  the  transaction was entered on the advice of a tax advisor,  the advisor’s fee was 
  determined by reference to the tax savings. 
 •  The related entity does not regularly engage in similar transactions with unrelated parties 
  on terms substantially similar to those of the subject transaction. 
 •  The transaction was not entered into at terms comparable to arm’s length as determined 
  by Treas. Reg. 1.482-1(b). 
 •  There was no realistic expectation of profit from the transaction apart from the tax benefits. 

                                         24 
 



- 25 -
                      2023 Schedule 5K-1 Instructions 

 •  The transaction resulted in improper matching of income and expenses. 
 •  An expense for the transaction was accrued under FIN 48. 
 
The statutes (sec. 71.80(23)(a)1. and 2., Wis. Stats.) provide some additional conditions under 
which a related entity expense may qualify for a deduction, subject to some important exceptions. 
Those conditions are: 
 
 •  If the expense was paid to a related entity that is merely acting as a conduit between the 
  taxpayer and an unrelated entity, or 
 •  If the related entity was subject to a tax measured by net income or receipts and the net 
  income or receipts of the transaction were included in its tax base. 
 
More Information on Related Entity Expenses. For more information on the deductibility of 
related entity expenses, see the Schedule RT instructions. Even if you weren’t required to file 
Schedule RT for the expenses,  the instructions to Schedule RT provide helpful information 
regarding deductibility of related entity expenses. 
 
Line 12. Income from Related Entities Whose Expenses Were Disallowed 
 
If the corporation has income from a related entity which paid, accrued, or incurred expenses to 
the  corporation,  and  that  related  entity  could  not  deduct  those  expenses  according  to  the 
instructions for line 2, the corporation may subtract the corresponding income from its taxable 
income. In order to claim a subtraction on line 12, the corporation must obtain Schedule RT-1 
from the related entity and submit Schedule RT-1. See the Schedule RT-1 instructions for further 
details. 
 
Line 13. Section 179, Depreciation Difference, Amortization of Assets 
 
 •  Section 179 expenses: 
  Enter the amount by which the federal section 179 expense exceeds  the  Wisconsin 
  section 179 expense. For taxable years beginning on or after January 1, 2014, sections 
  179, 179A, 179B, 179C, 179D, and 179E of  the Internal Revenue Code, related to 
  expensing of depreciable business assets, apply for Wisconsin tax purposes. "Internal 
  Revenue Code" means the federal Internal Revenue Code in effect for the year in which 
  the property is placed in service. 
  For  further information  about the differences between  the limitations  for  federal and 
  Wisconsin purposes, see the section titled:       Conformity with Internal Revenue Code and 
  Exceptions in the Form 5S instructions. 
 •  Depreciation/Amortization: 
  Enter the amount by which the Wisconsin deduction  for depreciation  or amortization 
  exceeds the federal deduction for depreciation or amortization. Include a schedule 
  showing the computation details. 
  These  differences  can  happen  because  of  IRC  sections  not  adopted  for  Wisconsin 
  purposes and electing a different depreciation method under the Internal Revenue Code 
  in effect for Wisconsin purposes. 
 
                                       25 
 



- 26 -
           2023 Schedule 5K-1 Instructions 

Line 14. Amount by Which the Wisconsin Basis of Assets Disposed of Exceeds the Federal 
Basis 
 
Sales of assets with different Wisconsin basis than federal basis will also require the corporation 
to make adjustments in column c. For example, a corporation sold the following assets, which 
had been held more than one year: 
 
           Selling Price           Wisconsin Basis      Federal Basis 
 Equipment $1,000                          $1,500                  $500 
 Machinery 15,000                          5,000              17,500 
 Building  200,000                        150,000          120,000 
 
The gains (losses) realized on these transactions are – 
 
           Wisconsin Gain (Loss)          Federal Gain (Loss) 
 Equipment                         ($500)                  $500 
 Machinery                    10,000                       (2,500) 
 Building                     50,000                       80,000 
 Total                        $59,500                   $78,000 
 
The corporation must recompute a federal Form 4797, substituting the Wisconsin depreciation 
allowed or allowable and Wisconsin basis of the assets for the federal amounts. 
 
For federal purposes, the $500 gain on the sale of the equipment is determined to be depreciation 
recapture, which is treated as ordinary gain and included in the corporation’s ordinary income or 
loss on Form 5S, Schedule 5K, line 1, column b. 
 
For Wisconsin purposes, $5,000 of the gain on the sale of the machinery is determined to be 
depreciation recapture, which is treated as ordinary gain. 
 
The corporation enters $4,500 ($5,000 Wisconsin ordinary gain minus $500 federal ordinary gain) 
on Schedule 5K, line 1, column c.  
 
The  corporation  makes  the  following  entries  on  Schedule  5K,  line  9a:  $77,500  in  column  b, 
$(23,000) in column c, and $54,500 in column d. 
 
Line 15. Adjustment for Built-In Gains Tax 
 
Section  1366(f),  IRC,  relating  to  the  reduction  in  pass-through  income  for  taxes  at  the  S-
corporation level, is modified by substituting the Wisconsin built-in gains tax for the taxes imposed 
under secs. 1374 and 1375, IRC. Thus, for Wisconsin purposes, the gain on the sale of an asset 
is reduced by any Wisconsin built-in gains tax paid by the corporation on that asset. For federal 
purposes, however, the gain is reduced by the federal built-in gains tax. 
 
Line 16. Federal Wage Credits 
 
Enter wages that aren’t deductible in computing federal income because they are being used in 
computing federal wage tax credits. 
 
                                           26 
 



- 27 -
                   2023 Schedule 5K-1 Instructions 

Line 17. Federal Research Credit Expenses 
 
Enter research expenses that aren’t deductible in computing federal income because they are 
being used in computing the federal credit for increasing research activities. 
 
Line 18. Commercial Loans 
 
If the conditions of sec. 71.05(1)(i), Wis. Stats., are met, then certain income derived from a 
commercial loan may be exempt from  Wisconsin tax. Enter  the  appropriate amount  of  the 
shareholder's share of tax-exempt income from commercial loans on line 18. 
 
Line 19. Other Subtractions 
 
Enter any other subtractions that have not been accounted for in the preceding lines. 
 
Determining Wisconsin Income of Multistate  Tax-Option (S) 
Corporations 
 
Who Must Use Apportionment? 
 
Under the apportionment  method, a corporation shows all income and deductions for  the 
corporation as a whole and  then assigns a part to Wisconsin according to a  formula  that 
determines Wisconsin net income. A corporation engaged in business in and outside Wisconsin 
is  required  to  report  a  portion  of  its  total  company  net  income  to  Wisconsin  using  the 
apportionment method if its Wisconsin operations are a part of a unitary business, unless the 
department gives permission to use separate accounting. 
 
A unitary business is one that operates as a unit and can’t be segregated into independently 
operating divisions or branches. The operations are integrated, and each division or branch is 
dependent upon or contributory to the operation of the business as a whole. It isn’t necessary that 
each division or branch operating in  Wisconsin contribute  to the activities of all divisions or 
branches outside Wisconsin. 
 
To use the apportionment method, a corporation must have business activity sufficient to create 
nexus in Wisconsin and at least one other state or foreign country. 
 
“Nexus” means that a corporation’s business activity is of such a degree that the state or foreign 
country has jurisdiction to impose an income tax or franchise tax measured by net income. Under 
Public Law 86- 272, a state can’t impose an income tax or franchise tax based on net income on 
a corporation selling tangible personal property if the corporation’s only activity in the state is the 
solicitation of orders, which are approved outside the state and are filled by delivery from a point 
outside the state. 
 
                                     27 
 



- 28 -
           2023 Schedule 5K-1 Instructions 

What Is the Apportionment Percentage? 
 
For unitary,  multistate businesses  (except direct air carriers, interstate  air freight forwarders 
affiliated with a direct  air carrier,  motor carriers,  railroads, pipeline companies,  financial 
institutions, brokers-dealers, investment advisers, investment  companies, underwriters, and 
telecommunications companies whose incomes are apportioned by special rules of the 
department), the apportionment percentage is determined by the ratio of Wisconsin sales to total 
company (corporation) sales. 
 
For most companies, the apportionment percentage is computed on Schedule A-01. However, 
the following apportionment schedules should be used by the specialized industries listed below: 
 
 •  Schedule A-02: Interstate Financial Institutions 
 •  Schedule A-03: Interstate Motor Carriers 
 •  Schedule A-04: Interstate Telecommunications Companies 
 •  Schedule A-05: Insurance Companies 
 •  Schedule A-06: Interstate Brokers-Dealers, Investment Advisors, Investment Companies, 
  and Underwriters 
 •  Schedule A-07: Interstate Air Carriers 
 •  Schedule A-08: Broadcasters 
 •  Schedule A-09: Interstate Railroads 
 •  Schedule A-10: Interstate Pipeline Companies 
 •  Schedule A-11: Interstate Air Freight Forwarders Affiliated with a Direct Air Carrier 
 
What Is Nonapportionable Income? 
 
Nonapportionable income is that income which is allocable directly to a particular state. It includes 
income or loss derived from the sale of nonbusiness real or tangible personal property or from 
rentals and royalties from nonbusiness real or tangible personal property. This income is assigned 
to the state where the property is located. 
 
All income that is realized from the sale of or purchase and subsequent sale or redemption of 
lottery  prizes  if  the  winning  tickets  were  originally  bought  in  Wisconsin  shall  be  allocated  to 
Wisconsin. 
 
Total  nonapportionable  income  (loss)  is  removed  from  total  company  net  income  before  the 
apportionment  percentage  is  applied.  The  Wisconsin nonapportionable  income  (loss) is  then 
combined with the Wisconsin apportionable income to arrive at Wisconsin net income. 
 
Corporate Partners or LLC Members 
 
A  corporation  that  is  a  general  or  limited  partner  includes  its  share  of  the  numerator  and 
denominator of the partnership’s apportionment factors in the numerator and denominator of its 
apportionment factors. A corporation that is a member of a limited liability company (LLC) treated 
as a partnership for federal tax purposes includes its share of the numerator and denominator of 
the LLC’s apportionment factors in the numerator and denominator of its apportionment factors. 

                                            28 
 



- 29 -
                  2023 Schedule 5K-1 Instructions 

The corporation should request a detailed breakdown of the partnership’s or LLC’s items and 
amounts to be included in the computation of its apportionment factors. 
 
Note: Income from a partnership or LLC may be nontaxable under the principles of the U.S. 
Supreme Court decision in Allied-Signal v. Director, Div. of Taxation, 504 U.S. 768 (1992), if the 
investment is passive and does not serve an operational function. In this case, the corporation 
would not include its share of the partnership’s or LLC’s apportionment factors in the numerator 
and denominator of its apportionment factors. 
 
Separate Accounting 
 
A corporation engaged in a nonunitary business in and outside Wisconsin must determine the 
amount of income attributable to Wisconsin by separate accounting. A nonunitary business is one 
in which the operations in Wisconsin aren’t dependent upon or contributory to the operations 
outside Wisconsin. Under separate accounting, the corporation must keep separate records of 
the sales, cost of sales, and expenses for the Wisconsin business. 
 
A unitary business may use separate accounting only with the approval of the department. A 
request for such approval must set forth, in detail, the reasons why separate accounting will more 
clearly  reflect  the  corporation’s  Wisconsin  net  income.  It  should  be  mailed  to  the  Wisconsin 
Department of Revenue, Mail Stop 3-107, PO Box 8906, Madison, WI 53708-8906, before the 
end of the taxable year for which the use of separate accounting is desired. 
 
A tax-option (S) corporation uses Form C and Form N, as appropriate, to determine its income 
attributable to Wisconsin. 
 
Shareholder Reporting of Schedule 5K-1 Items from a Tax-Option 
(S) Corporation Electing to Pay Tax at the Entity Level 
 
Shareholder Reporting Requirements 
 
According to sec. 71.365(4m)(b), Wis. Stats., shareholders of a tax-option (S) corporation do not 
include in their Wisconsin adjusted gross income their proportionate share of all items of income, 
gain, loss, or deduction of the tax-option (S) corporation. Instead, the tax-option (S) corporation 
must report the items and pay tax on the income. 
 
For example, a resident of Wisconsin removes the items  from  the electing tax-option  (S) 
corporation by completing the appropriate lines of Schedule AD and/or Schedule SB when filing 
Wisconsin Form 1. 
 
Shareholder Basis 
 
The shareholder's adjusted basis in the stock and indebtedness of the tax-option (S) corporation 
is determined as if the election was not made as provided in sec. 71.365(1)(b), Wis. Stats. 
 
Schedule 5K-1 Items Allowed to Be Claimed By the Shareholder 
 
 •  Credits passed through from the tax-option (S) corporation reported on Schedule 5K-1, 
     Part III, lines 13a through h 

                                              29 
 



- 30 -
                 2023 Schedule 5K-1 Instructions 

     Caution: 
     o  The tax-option (S) corporation may not pass through a credit for taxes paid to other 
          states and shareholders may not use taxes paid by the tax-option (S) corporation 
          to compute a credit for taxes paid to other states. 
     o  A shareholder may only use the manufacturing and agriculture credit to offset their 
          tax liability resulting from their prorated share of the tax-option (S) corporation's 
          income as provided in sec. 71.07(5n)(c)3., Wis. Stats. Since a shareholder of an 
          electing tax-option (S) corporation does not have income and resulting tax from 
          the tax-option (S) corporation in the year of the election, the shareholder cannot 
          use the credit to offset their income tax liability from other sources of income. The 
          shareholder may carry forward the credit for 15 years and use the credit to offset 
          tax liability resulting from the shareholder's prorated share of taxable income from 
          the tax-option (S) corporation for a year in which the election is not made. 
 •  Wisconsin tax withheld passed through from the tax-option (S) corporation reported on 
     Schedule 5K-1, line 13j 
     Note: The shareholder may only claim the Wisconsin withholding if the tax-option (S) 
     corporation did not claim a refund of the withholding or submit a written request to apply 
     the withholding against tax liability at the entity level. 
 
Schedule 5K-1 Items Not Allowed to Be Claimed By the Shareholder 
 
All items reported on Schedule 5K-1 other than the items mentioned under Schedule 5K-1 Items 
Allowed to Be Claimed By the Shareholder above. 
 
Proportionate Share of an Electing Tax-Option (S) Corporation's Income 
 
Shareholders must report their federal adjusted gross income using the Internal Revenue Code 
in effect under Wisconsin law on their Wisconsin income tax return. 
 
Shareholders must add back to federal adjusted gross income the amount of net loss reported by 
the tax-option (S) corporation that is included in the federal adjusted gross income. 
 
Shareholders must subtract from federal adjusted gross income the amount of income reported 
by the tax-option (S) corporation that is included in federal adjusted gross income. 
 
Note:  The department has created some examples in  the         common questions  to assist 
shareholders with reporting Schedule 5K-1 items from an electing tax-option (S) corporation. 
 
Additional Information, Assistance, and Forms 
 
Web Resources 
 
The department's website, available at www.revenue.wi.gov has a number of resources to provide 
additional information and assistance, including: 
 
 •  Related forms and their instructions 
 •   Common questions 

                                         30 
 



- 31 -
                    2023 Schedule 5K-1 Instructions Publications on specific tax topics 
  •  The Wisconsin Tax Bulletin 
  •  Links to the Wisconsin Statutes and Administrative Code 
 
Contact Information 
 
If you cannot  find  the  answer to your question on  the department’s  website, contact  the 
department using any of the following methods: 
 
  •  E-mail your question to: DORAuditPassThrough@wisconsin.gov  
  •  Call (608) 266-2772 (Telephone help is also available using TTY equipment. Call the 
    Wisconsin Telecommunications Relay System at 711 or, if no answer, (800) 947-3529). 
  •  Send a fax to (608) 267-0834 
  •  Write to the Customer Service and Education Bureau, Wisconsin Department of Revenue, 
    Mail Stop 3- 107, PO Box 8949, Madison, WI 53708-8949 
  •  Call or visit any Department of Revenue office 
 
Obtaining Forms 
 
If you need forms or publications, you may: 
 
  •  Download or request them from the department’s website at www.revenue.wi.gov  
  •  Call (608) 266-1961 
  •  Call or visit any Department of Revenue office 

                              Applicable Laws and Rules 
  
 This document provides statements or interpretations of the following laws and regulations 
 enacted as of March 21, 2024: chs. 71 and 77, Wis. Stats., and chs. Tax 1, 2, and 3, Wis. 
 Adm. Code. 

                                            31 
 






PDF file checksum: 3954228386

(Plugin #1/9.12/13.0)