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Unlocking Tax Benefits with Qualified Small Business Stock

Investing in Qualified Small Business Stock (QSBS) offers unique tax advantages for those supporting small business growth. As part of the Revenue Reconciliation Act of 1993, QSBS allows investors to exclude significant capital gains from taxable income per Section 1202 of the Internal Revenue Code, or opt to defer gains by rolling them into other QSBS. This article unpacks the essentials of QSBS, from defining what qualifies to navigating its intricate tax treatments.

Defining Qualified Small Business Stock (QSBS): QSBS represents shares in a C corporation that meet tax benefit criteria detailed in Section 1202. It’s crucial to understand that not all C corporation stocks qualify. Specific conditions relating to the corporation issuing the stock, holding periods, and more should be met.

What Makes Stock Eligible for QSBS?: To be deemed QSBS, stock must originate from a domestic C corporation actively engaging in a qualified trade or business. Key qualifiers include:

  • Small Business Status: At issuance, the corporation's gross assets must be under $50 million (rising to $75 million after July 4, 2025), both pre- and post-issuance.

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  • Active Business Requirement: The corporation must use at least 80% of its assets in operating the qualified trade or business.

  • Qualified Trade or Business: Most service-centric businesses, including health, law, financial services, agricultural ventures, and hospitality, do not qualify. The business must predominantly engage in qualifying activities.

Tax Advantages of QSBS: QSBS is attractive because of its potential to exclude up to 100% of capital gains from sales. The evolution of exclusions is as follows:

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

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

  • After the 2010 Act to pre-OBBBA: 100% exclusion for stock acquired from September 28, 2010, to July 4, 2025.

Exclusions and Legislative Changes under OBBBA: The One Big Beautiful Bill Act (OBBBA) alters exclusions for stocks acquired post-July 4, 2025:

  • 50% for three-year holds

  • 75% for four-year holds

  • 100% for five-year holds

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For stock acquired before July 5, 2025, excludable gain is capped at $10 million or ten times the taxpayer's adjusted QSBS basis, whichever is higher. Post-July 4, 2025, this transitions to a $15 million cap, subject to inflation adjustments.

Disqualifications and Special Circumstances: Certain scenarios negate QSBS eligibility:

  • Disqualified Stock: Stock repurchased by the issuing corporation within two years.

  • S Corporation Stock: Respective entity status excludes S corporation stock, unless transitioning to a C corporation.

Transfers, Passthroughs, and Rollover Options

  • Gift Transfers: QSBS gifts transfer holding periods, preserving potential tax benefits for recipients.

  • Passthrough Entities: Partnerships and S corporations owning QSBS might extend exclusions to partners, if compliant with specific conditions.

  • Gain Rollover under Section 1045: Defers gains from QSBS sales held over six months by reducing the acquired stock's basis. The QSBS gain exclusion applies when selling replacement stock post required holding.

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Insights on Tax Rates and Exclusions

Gains not excludable under Section 1202 won't benefit from the 0%, 15%, or 20% capital gains rates, instead taxed at a maximum 28% rate.

Alternative Minimum Tax (AMT) and Selection - While QSBS exclusions were AMT preference items, recent changes negate this consideration. Section 1202 treatment is generally automatic if eligibility is confirmed.

QSBS offers remarkable tax savings, motivating investment in domestic small enterprises. By comprehending the criteria, benefits, and restrictions, investors can more adeptly structure their portfolios to capitalize on QSBS benefits. Conferring with our office will ensure compliance and maximization of tax advantages. Reach out to Michael Dolezal & Co or call us at (216) 485-2028 to streamline your tax processes while enhancing your financial strategy.

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