Blog

Learning Center

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

Maximize Tax Savings with Qualified Small Business Stock

Qualified Small Business Stock (QSBS) presents a significant tax-saving opportunity for investors eager to boost small business initiatives. Established under the 1993 Revenue Reconciliation Act, QSBS allows investors to exclude a substantial part of their capital gains from taxable income according to Section 1202 of the Internal Revenue Code. Alternatively, investors can opt to rollover gains into other QSBS. This article delves into the complexities of QSBS, from its definition to intricate tax treatments.

Image 2

Understanding Qualified Small Business Stock (QSBS): QSBS is stock in a C corporation that meets the criteria for tax benefits outlined in Section 1202. Not every C corporation stock qualifies; specific conditions regarding issuing corporations, holding periods, and more must be met.

Criteria for QSBS Qualification: For stock to be recognized as QSBS, it must be issued by a domestic C corporation that is actively engaged in a qualified trade or business. Essential qualifications include:

  • Small Business Status: The corporation’s gross assets must not exceed $50 million ($75 million after July 4, 2025) around the time of stock issuance.

  • Active Business Requirement: At least 80% of the corporation's assets should be actively utilized in qualified trade or business activities.

  • Qualified Trade or Business: Certain service-oriented businesses like health, law, and financial services, alongside farming and hospitality businesses, are excluded. The business must primarily undertake qualifying activities.

Image 1

Tax Advantages of QSBS: The appeal of QSBS stems from the potential to exclude up to 100% of the capital gains from the sale of such stock. Here's a historical perspective on the exclusions:

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

  • Post-2009 Adjustments Prior to the 2010 Act: 75% exclusion.

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

Legislative Changes via OBBBA: The One Big Beautiful Bill Act (OBBBA) impacts stocks acquired after July 4, 2025, with new exclusions:

Free Discovery Call
Let's Get Started! Book Today!
Schedule An Appointment

  • 50% exclusion for three-year holds

  • 75% exclusion for four-year holds

  • 100% exclusion for five-year holds

For stock acquired before July 5, 2025, excludable gain is capped at $10 million or ten times the adjusted QSBS basis, whichever is greater. The cap increases to $15 million with future inflation adjustments for stock acquired after July 4, 2025.

Image 3

Ineligibility and Unique Instances: Several conditions disqualify stock from QSBS benefits:

  • Disqualified Stock: Stock reacquired from the issuing corporation within two years.

  • S Corporation Stock: S corporation stock doesn't qualify unless restructured as a C corporation.

Transfers, Pass-throughs, and Rollover Options

  • Gift Transfers: QSBS can be gifted, with the holding period carried over to the recipient, preserving potential for tax benefits.

  • Pass-through Entities: Partnerships and S corporations holding QSBS can enable partners to benefit from exclusions, given all conditions are satisfied.

  • Gain Rollover Election under Section 1045: Allows gain deferral from QSBS sales held for over six months. The untaxed gain reduces the basis of new stock, with exclusions applicable upon the future sale of replacement stock held for required durations.

Insights on Tax Rates and Exclusions

Not all QSBS gains are excludable under Section 1202. Additionally, non-excludable gains face a 28% maximum tax rate instead of the preferential 0%, 15%, or 20% rates.

  • Alternative Minimum Tax (AMT) and Electivity: Previously a preference item for AMT, recent amendments have removed its AMT status. Section 1202 benefits apply automatically upon eligibility without needing election.

QSBS significantly trims tax liabilities while encouraging investments in U.S. small enterprises. Investors can more effectively align portfolios to leverage QSBS by understanding its qualifying criteria, benefits, and constraints. Collaborate with our experts to ensure compliance and optimization of these tax advantages.

Free Discovery Call
Let's Get Started! Book Today!
Schedule An Appointment
Share this article...

Sign up for our newsletter.

Each month, we will send you a roundup of our latest blog content covering the tax and accounting tips & insights you need to know.

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 .

We care about the protection of your data.

Affiliations

Welcome to ABC Financial Group Busines hours 9AM-9PM EST
I'm happy to help you. What can I assist you with?
Please fill out the form and our team will get back to you shortly The form was sent successfully