Learning Center

We keep you up-to-date on the latest tax changes and news in the industry.

Unlocking Tax Advantages with Qualified Small Business Stock (QSBS)

Investing in Qualified Small Business Stock (QSBS) offers a formidable tax advantage for investors keen on supporting small business enterprises. QSBS, introduced through the Revenue Reconciliation Act of 1993, allows investors to potentially exclude substantial portions of their capital gains from taxable income under Section 1202 of the Internal Revenue Code, or alternatively, roll over gains into other QSBS shares. This article delves into crucial aspects of QSBS—from its core definition to the intricate tax treatments it encompasses.

Understanding Qualified Small Business Stock (QSBS)

QSBS pertains to shares held in a C corporation that meet the tax benefit criteria detailed under Section 1202. However, not all C corporation stock qualifies; specific conditions relating to issuing corporations, required holding periods, and more must be fulfilled.

Image 1

Criteria for QSBS Qualification

To gain QSBS status, stock must originate from a domestic C corporation actively engaged in a qualified trade or business. Key qualifications include:

  • Small Business Status: At stock 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 Requirement: A minimum of 80% of the corporation's assets must be in active use within the qualified trade or business.
  • Qualified Trade or Business: Service-based businesses such as healthcare, legal or financial services, farming, and operations like hotels and restaurants are typically excluded; engagement in qualifying activities is essential.

The Tax Benefits of QSBS

The allure of QSBS lies particularly in the capability to exclude up to 100% of the capital gains derived from its sale. Here’s how exclusions have evolved for stock acquired across different timelines:

  • Before 2009 amendments: 50% exclusion on capital gains.
  • After 2009 and before the 2010 Act: 75% exclusion.
  • Post-2010 Act to July 4, 2025: 100% exclusion for stock obtained between September 28, 2010, and July 4, 2025.
Image 2

Legislative Updates - OBBBA

The One Big Beautiful Bill Act (OBBBA), effective for post-July 4, 2025 stock acquisitions, introduced new exclusion tiers:

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

Pre-July 5, 2025 acquired stocks' excludable gains cap at $10 million or tenfold the taxpayer’s adjusted basis, whichever is greater. Post-July 4, 2025 acquisitions see this threshold increase to $15 million, with inflation adjustments planned for subsequent years.

Disqualification and Special Circumstances

Certain conditions disqualify stock from QSBS benefits:

  • Disqualified Stock: Stock acquired through repurchase from the same corporation within two years.
  • S Corporation Stock: Being an S corporation disqualifies its stock, unless restructured to C corporation status.

Transfer Opportunities and Special Elections

  • Gift Transfers: QSBS can be gifted, preserving the holding period and potential tax benefit eligibility for recipients.
  • Passthrough Entities: Partnerships and S corporations can hold QSBS, enabling each partner to benefit from exclusions under met conditions.
  • Section 1045 Gain Rollover Election: This election defers gains from QSBS held over six months, reducing the basis of new stock acquired. Gain exclusions apply upon sale of the replacement stock post-mandated holding period.
Image 3

Tax Rates and Exclusion Nuances

Exclusions are not exhaustive under Section 1202. Additionally, non-excludable QSBS gains bypass the 0%, 15%, or 20% capital gains tiers, facing a steeper cap at 28%.

Alternative Minimum Tax (AMT) Considerations

Once considered under AMT as a preference item, recent changes remove it from AMT preference considerations. Assuming eligibility, QSBS treatment under Section 1202 generally proceeds automatically without requiring explicit elections.

QSBS provides invaluable tax savings, incentivizing investments into domestic small businesses. By thoroughly understanding QSBS qualifications, benefits, and restrictions, investors can optimize their portfolios and capitalize on potential QSBS provisions. Staying informed and consulting with experienced professionals can crucially enhance compliance and the effectiveness of tax strategies.

Share this article...

Want our best tax and accounting tips and insights delivered to your inbox?

Sign up for our newsletter.

I confirm this is a service inquiry and not an advertising message or solicitation. By clicking “Submit”, I acknowledge and agree to the creation of an account and to the and .