I will buy my partner's shares using life-insurance proceeds. Does the stock basis automatically equal the policy payout?
In a cross-purchase arrangement, the surviving owner's basis in purchased shares generally follows the actual purchase cost, not automatically the…
By AE Tax Advisors Team · Updated October 28, 2026
In a cross-purchase arrangement, the surviving owner's basis in purchased shares generally follows the actual purchase cost, not automatically the insurance payout. The tax treatment of insurance proceeds is a separate question. Excess proceeds retained personally do not themselves increase the basis of shares acquired.
A specific business-owner situation
An owner receives a $1 million policy benefit and uses $800,000 to buy a deceased partner's corporate shares. The share purchase price, not the entire payout, is the starting basis amount.
Illustrative example, not a client result.
What to establish before filing
- Confirm policy and share ownership.
- Reconcile proceeds to purchase consideration.
- Track purchased shares separately from previously owned shares.
Which fact changes the answer?
A corporation redeeming its own shares differs from one owner purchasing another's shares. The buyer and the property acquired determine whose basis changes.
A mistake to avoid
Do not add the full death benefit to stock basis simply because insurance funded the purchase.
Records that support the decision
- Policy settlement.
- Share purchase agreement.
- Stock basis and closing records.
The decision to document
Maintain separate insurance and stock-purchase schedules and review transaction costs and any noncash consideration.
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Related questions
- Can we transfer a business life policy between owners without reviewing the transfer-for-value rules?
- Our company's life policy lapsed with a loan outstanding. Can there be taxable income without a cash payout?
Sources and editorial context
- Section 101: life-insurance proceeds and exceptions
- IRS Publication 559: estates and income in respect of a decedent
General educational information prepared with AI assistance. No individual professional review is claimed. Apply the relevant tax-year rules to the actual records. Editorial policy · AI disclosure.