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Unlocking the Tax Benefits of Qualified Small Business Stock (QSBS)

Qualified Small Business Stock (QSBS) presents a significant opportunity for investors eager to bolster small businesses while enjoying substantial tax benefits. Since its introduction through the Revenue Reconciliation Act of 1993, QSBS has enabled investors to exclude a substantial portion of capital gains from their taxable income under Section 1202 of the Internal Revenue Code or elect to roll over the gain into other QSBS. This comprehensive guide dives deep into the intricacies of QSBS, from its definition to its nuanced tax treatments.

What Constitutes Qualified Small Business Stock (QSBS)? QSBS pertains to shares in a C corporation that qualify for tax advantages delineated in Section 1202. However, not all C corporation stock can achieve this status; specific criteria concerning the issuing corporations and holding periods must be satisfied.

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Criteria for QSBS Eligibility To qualify as QSBS, the stock must be issued by a domestic C corporation actively engaged in a qualifying trade or business. Essential qualifications include:

  • Small Business Status: At the stock issuance, the corporation's gross assets must not surpass $50 million ($75 million after July 4, 2025) before and after issuance.

  • Active Business Requirement: A minimum of 80% of the corporation's assets should actively support the qualified trade or business.

  • Qualified Trade or Business: Generally, service-based industries like health, law, and financial services, along with farming and hospitality sectors, do not qualify. The business should primarily perform eligible activities.

Captivating Tax Benefits of QSBS One of QSBS's most alluring features is the potential to exclude up to 100% of capital gains from stock sale. The evolution of these exclusions for stock acquired is as follows:

  • Before 2009 amendments: 50% exclusion of capital gains.

  • Post-2009 amendments and pre-2010 Small Business Jobs Act: 75% exclusion.

  • Post-2010 Small Business Jobs Act until before OBBBA: 100% exclusion for stock acquired between September 28, 2010, and before July 5, 2025.

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Exclusion Ceilings and Legislative Updates Effective for stock acquired after July 4, 2025, under the "One Big Beautiful Bill Act" (OBBBA), new exclusions were introduced:

  • 50% for three-year holdings

  • 75% for four-year holdings

  • 100% for five-year holdings

Prior to July 5, 2025, the excludable gain for investors is capped at $10 million or ten times the adjusted basis in the QSBS, whichever is higher. Post-July 4, 2025, this limit escalates to $15 million with adjustments for inflation in ensuing years.

Disqualifications and Unique Cases Several conditions may render stock ineligible for QSBS benefits:

  • Disqualified Stock: Stock acquired through corporate repurchase within two years.

  • S Corporation Stock: S corporation stock does not qualify unless converted to C corporation status.

Transfer, Passthroughs, and Rollover Options

  • Gift Transfers: QSBS can be gifted, with the recipient retaining the holding period, which maintains potential eligibility for tax benefits.

  • Passthrough Entities: Partnerships and S corporations can hold QSBS, allowing each partner to potentially realize QSBS exclusions, given certain conditions are met.

  • Gain Rollover Election under Section 1045: Offers deferral of QSBS sale gains held over six months. When elected, untaxed gain reduces the acquired stock basis and can be deployed when the replacement stock is eventually sold after requisite holding time.

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Understanding Tax Rates and Exclusions Not all QSBS gains are excludable under Section 1202:

  • Non-excludable QSBS gains are atypically subject to a 28% maximum tax rate, not the preferred 0%, 15%, or 20% capital gain rates.

AMT and Automatic Elective Process Previous treatments considered QSBS exclusions a preference item for the Alternative Minimum Tax (AMT), but recent modifications have removed this consideration. Generally, Section 1202 treatment is automatic without needing explicit election following eligibility confirmation.

QSBS significantly enhances tax savings and encourages investment in U.S. small businesses. Recognizing the criteria, benefits, and limitations allows investors to strategize effectively, maximizing QSBS potential. Experience professional guidance at Thompson-Smith CPA, LLC, where expert knowledge meets personalized service, ensuring compliance and maximizing tax benefits for your unique needs.

For tailored advice and expert consultation, reach out to us at Thompson-Smith CPA, LLC, led by Georgia Smith, an experienced Florida CPA with over two decades in corporate finance.

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