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

Qualified Small Business Stock (QSBS) represents an exceptional opportunity for investors aiming to bolster small business ventures while reaping substantial tax benefits. Established under the Revenue Reconciliation Act of 1993, QSBS allows investors to significantly reduce their capital gains tax exposure via Section 1202 of the Internal Revenue Code or to roll over these gains into new QSBS investments. In this article, we delve into the essential aspects of QSBS, including its definition and intricate tax treatment methodologies.

Understanding Qualified Small Business Stock (QSBS)

QSBS entails owning shares in a C corporation that is eligible for the tax advantages dictated by Section 1202. It's important to note that not every C corporation's stock qualifies; certain criteria such as issuing corporation eligibility, holding period requirements, and others must be satisfied.

What Makes Stock Eligible as QSBS?

For stock to qualify as QSBS, it must be issued by a domestic C corporation actively engaged in a qualified trade or business. Here are the key qualifications:

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

  • Active Business Requirement: At least 80% of the corporation's assets must be directly used in the conduct of its qualified trade or business.

  • Qualified Trade or Business: Not all businesses qualify. Service-oriented businesses like health, law, or financial services, as well as farming and those operating hotels or restaurants, are generally excluded. The business should primarily engage in qualifying activities.

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The Tax Benefits of QSBS:

A notable benefit of QSBS is the ability to exclude up to 100% of capital gains from taxable income on the sale of such stock. The evolution of these exclusions includes:

  • Pre-2009 Amendments: Allowed for a 50% capital gains exclusion.

  • After 2009 Amendments but Before the 2010 Small Business Jobs Act: Increased the exclusion to 75%.

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

Maximum Exclusions and the Impact of New Legislation:

The One Big Beautiful Bill Act (OBBBA), effective for stock acquired post-July 4, 2025, stipulates new exclusions:

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  • 50% exclusion for stocks held three years

  • 75% exclusion for four-year holdings

  • 100% exclusion for holdings of five years

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For stock acquired prior to July 5, 2025, the potential excludable gain caps at $10 million or ten times the taxpayer’s adjusted basis in the QSBS, whichever is greater. Following the OBBBA's implementation, the cap rises to $15 million, subject to inflation adjustments in future years.

Disqualifications and Special Scenarios:

  • Disqualified Stock: Stocks bought through repurchase agreements with the same corporation within a two-year window lose QSBS qualification.

  • S Corporation Stock: Generally, S corporation stocks don't qualify unless they transition to C corporation status.

Transfers, Passthroughs, and Rollover Opportunities:

  • Gift Transfers: QSBS can be gifted while retaining original stipulations, allowing recipients to maintain tax benefit eligibility.

  • Passthrough Entities: Partnerships and S corporations can hold QSBS; partners may benefit if specific conditions apply.

  • Gain Rollover Election under Section 1045: This provision allows deferral on QSBS gains for stocks held over 6 months, reallocating gains to reduce the replacement stock's basis.

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Tax Rates, Exclusions, and Alternative Minimum Tax (AMT):

Not all gains qualify for exclusion under Section 1202. Gains not eligible can experience a maximum tax rate of 28%, outside of the 0%, 15%, or 20% capital gains brackets. Previously considered a preference item for AMT, recent legislative changes have removed QSBS exclusions from AMT consideration. Section 1202 eligibility is typically automatic, obviating the need for elective procedures.

Capitalizing on the QSBS can lead to significant tax savings while supporting domestic small businesses. By grasping these qualifications, benefits, and limitations, investors can optimize their portfolios strategically.


Engaging with professionals knowledgeable about these benefits can ensure comprehensive compliance and maximize your potential tax advantages, fostering confidence and fiscal security.

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Choose from our locations and meet with one of our qualified staff members. If you prefer to secure a Virtual Meeting via Zoom or Phone, please contact our offices at 877.908.1040
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