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LEARNING CENTER

Unlocking Tax Benefits with Qualified Small Business Stock

Qualified Small Business Stock (QSBS) serves as a powerful tax-saving tool for investors committed to fostering small business growth in the United States. Originating from the Revenue Reconciliation Act of 1993, this tax incentive permits investors to significantly reduce their capital gains tax liability under Section 1202 of the Internal Revenue Code. Below, we delve into the essentials of QSBS, highlighting its definition and the intricate tax advantages it presents.

Defining Qualified Small Business Stock (QSBS) refers to the shares in a C corporation that meet the criteria for tax advantages stipulated in Section 1202. Specific qualifying conditions, including the nature of the issuing corporation and the period of stockholding, must be met for eligibility.

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Criteria for QSBS Qualification entail that stocks must be from a domestic C corporation engaged in a legitimate trade or business activity. The fundamental qualifications involve:

  • Small Business Status: At the stock issuance time, the corporation’s gross assets must be $50 million or less ($75 million effective after July 4, 2025), preceding and ensuing the issuance.
  • Active Business Requirement: A minimum of 80% of the company’s assets must be deployed in the active conduct of a qualified trade or business.
  • Qualified Trade or Business: Predominantly service-focused businesses like healthcare, law, financial services, as well as agricultural and hospitality sectors, do not generally qualify. The business should focus on acceptable activities.

QSBS Tax Advantages make it immensely attractive due to the potential 100% exclusion of capital gains on the sale of qualifying stock. Eligibility evolved as follows:

  • Pre-2009 Amendments: Permits a 50% exclusion of gains.
  • Post-2009 and Pre-2010 Small Business Jobs Act Amendments: Allows a 75% exclusion.
  • Post-2010 Small Business Jobs Act and Pre-OBBBA Adjustments: Provides for a 100% exclusion for stock purchased between September 28, 2010, and July 5, 2025.

OBBBA Modifications on Maximum Exclusions: The One Big Beautiful Bill Act (OBBBA), impacting stock acquired post-July 4, 2025, initiates novel exclusions of:

  • 50% for three-year holdings
  • 75% for four-year holdings
  • 100% for five-year holdings

Regarding stocks acquired before July 5, 2025, the excludable gain for investors is restricted to the greater of $10 million or ten times the taxpayer’s adjusted basis in the QSBS. Post-July 4, 2025, this threshold is elevated to $15 million with provisions for inflation-linked adjustments in subsequent years.

Disqualifications and Special Situations such as specific conditions can negate QSBS advantages:

  • Disqualified Stock: Includes repurchased shares from the same corporation within a two-year window.
  • S Corporation Stock: Typically, S corporation stock is ineligible unless converted to a C corporation.
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Transfers, Passthroughs, and Rollover Alternatives

  • Gift Transfers: QSBS can be conveyed as a gift, wherein the recipient inherits the holding timeline, maintaining potential tax benefit eligibility.
  • Passthrough Entities: QSBS can be held by partnerships and S corporations, enabling each partner to potentially avail exclusion, given specific requirements are met.
  • Gain Rollover under Section 1045: Empowers deferral of gains from QSBS sales held beyond six months. Opting for this, the untaxed gain reduces the acquired stock’s basis, allowing QSBS exclusion when the replacement stock, after being held for the requisite time, is sold.

Delving into Tax Rates and Exclusions

Not all gains are shielded by Section 1202 exclusions. Moreover:

  • Non-excludable QSBS gains evade the 0%, 15%, or 20% capital gains rates, instead reflecting a maximum 28% tax rate.

Insights on Alternative Minimum Tax (AMT) and Elections: Previously, QSBS exclusions were an AMT preference item, but recent alterations exclude it. Treatment under Section 1202 is typically automatic once eligibility conditions are satisfied, negating explicit election.

QSBS incentivizes investments into domestic small businesses, offering substantial tax savings. Understanding the nuanced qualifications, applicable benefits, and disqualifications equips investors to proficiently strategize their investments for maximizing QSBS advantages.

Engaging with a tax professional like our firm ensures compliance and optimized use of tax benefits. We stand ready to assist in navigating these complex but rewarding provisions.

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