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Exploring QSBS: Unlock Big Tax Savings for Investors

Qualified Small Business Stock (QSBS) offers a significant tax advantage for investors looking to support emerging small businesses. Initiated under the Revenue Reconciliation Act of 1993, QSBS allows shareholders to exclude a substantial portion of their capital gains from taxable income as outlined in Section 1202 of the Internal Revenue Code. Alternatively, investors may elect to roll over these gains into other QSBS. This article delves into vital aspects of QSBS—from its definition to intricate tax treatments.

Decoding Qualified Small Business Stock (QSBS) refers to shares held in a C corporation that meet the criteria for tax benefits under Section 1202. However, not all C corporation stock qualifies. It requires meeting specific conditions related to the issuing corporation, along with holding periods and other criteria.

Identifying Eligible QSBS Stock: To qualify, the stock must be issued by a domestic C corporation engaged in a qualified trade or business. The main qualifications include:

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

  • Active Business Engagement: At least 80% of the corporation's assets need to be utilized actively in conducting a qualified trade or business.

  • Qualified Trade or Business: Exclusions apply to most service-oriented industries like health, law, and finance, along with farming and hospitality operations. Businesses must engage mainly in qualifying activities.

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Reaping the Tax Benefits of QSBS: A compelling feature of QSBS is the potential to exclude up to 100% of capital gains from sales. Here's how exclusions have evolved:

  • Pre-2009 Amendments: 50% exclusion on capital gains.

  • Post-2009 Amendments & Before 2010: 75% exclusion on capital gains.

  • 2010 Small Business Jobs Act to Before OBBBA: 100% exclusion for stock acquired from September 28, 2010, to July 4, 2025.

Max Exclusions & OBBBA Updates: The One Big Beautiful Bill Act (OBBBA) introduced fresh exclusions for stock bought after July 4, 2025:

  • 50% for a three-year hold

  • 75% for a four-year hold

  • 100% for a five-year hold

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For stock purchased prior to July 5, 2025, a $10 million gain exclusion or ten times the taxpayer’s adjusted QSBS basis applies, whichever is larger. For stock acquired after July 4, 2025, the limit rises to $15 million plus inflation adjustments in subsequent years.

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Disqualifications & Special Cases: Some conditions disqualify stock from QSBS benefits:

  • Disqualified Stock: Stock from a buyback within two years renders it ineligible.

  • S Corporation Stock: This entity status disqualifies, unless conversion to C corporation status occurs.

Transfers, Passthroughs, & Rollover Opportunities

  • Gift Transfers: Transferable as gifts, maintaining holding period eligibility for tax incentives.

  • Passthrough Entities: Involves partnerships and S corporations where partners can potentially benefit from exclusions, contingent upon meeting specific criteria.

  • Gain Rollover Election under Section 1045: Sale gains deferment for QSBS held over six months is possible. Elective option reduces the acquired stock’s basis, allowing exclusion upon future qualifying sales.

Understanding Tax Rates & Exclusions

Not all Section 1202 gains are excludable. Moreover:

  • Non-excludable QSBS gains fall outside the 0%, 15%, or 20% capital gains rate, attracting a maximum tax rate of 28%.

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Alternative Minimum Tax (AMT) Considerations: QSBS exclusions were previously AMT preference items, though recent amendments have removed this. Section 1202’s treatment is automatic if eligibility is affirmed, eliminating the need for explicit elections.

QSBS presents noteworthy tax saving opportunities and promotes investments in U.S.-based small enterprises. With a clear understanding of its qualifications, advantages, and restrictions, investors can strategically optimize their portfolios to leverage QSBS benefits.

Staying informed and consulting with our office ensures compliance and maximized tax advantages, aligning your financial strategies with long-term growth objectives.

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