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Understanding QSBS for Small Business Tax Benefits

Qualified Small Business Stock (QSBS) offers a robust opportunity for investors to enjoy substantial tax benefits while supporting the growth of small businesses. Initiated under the Revenue Reconciliation Act of 1993, QSBS allows investors to exclude a significant amount of their capital gains from taxable income as sanctioned by Section 1202 of the Internal Revenue Code. Alternatively, investors may choose to roll over their gains into subsequent QSBS options. This article delves into the essential details of QSBS, covering its definition and intricate tax treatments.

Defining Qualified Small Business Stock (QSBS): At its core, QSBS pertains to shares in a C corporation that are eligible for distinct tax benefits under Section 1202. Not all C corporation stocks meet QSBS criteria; there are specific conditions regarding the issuing corporations, holding periods, and other factors that must be satisfied.

Criteria for QSBS Eligibility: To qualify as QSBS, the stock must originate from a domestic C corporation actively engaged in a qualifying trade or business. The following qualifications are critical:

  • Small Business Criteria: The corporation's gross assets must not exceed $50 million—rising to $75 million post-July 4, 2025—both before and after the stock's issuance.

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  • Active Business Mandate: At least 80% of the company’s assets must be engaged in the execution of its qualifying trade or business.

  • Qualified Trade or Business Requirement: Many service-centric businesses—such as those in health, law, and financial services—as well as those in agriculture or hospitality sectors do not qualify. The business should primarily engage in activities that meet the qualifying criteria.

The Tax Incentives of QSBS: The primary appeal of QSBS lies in its potential for capital gains tax exclusion, with the ability to exclude up to 100% of the gains from the sale of such stock. Here's how exclusions have evolved for stocks acquired:

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

  • Post-2009 Amendments until 2010: 75% exclusion.

  • After the 2010 Small Business Jobs Act: 100% exclusion for stock acquired between September 28, 2010, and July 5, 2025.

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Legislative Updates from the One Big Beautiful Bill Act (OBBBA): Effective for stock acquired after July 4, 2025, the OBBBA introduces new exclusion terms:

  • 50% for holdings of three years.

  • 75% for four-year holdings.

  • 100% for five-year holdings.

For stocks acquired before July 5, 2025, an investor's excludable gain is capped at $10 million or ten times the taxpayer's adjusted basis in the QSBS, whichever is more. Post-July 4, 2025, this limit extends to $15 million with future inflation adjustments.

Disqualifications and Anomalous Circumstances: Certain aspects disqualify stocks from QSBS benefits:

  • Disqualified Stocks: Stocks repurchased from the same corporation within two years do not qualify.

  • S Corporation Stocks: S corporation status disqualifies stocks unless converted to C corporation status.

Transferability and Rollover Options:

  • Gifts: QSBS stocks can be gifted, with the recipient maintaining the original holding period and potential tax benefits.

  • Passthrough Entities: Partnerships and S corporations may hold QSBS, offering tax exclusions to partners when certain conditions are met.

  • Section 1045 Rollover Election: Permits deferral of gains from QSBS sales held over six months, allowing for future exclusion upon selling the replacement stock after the required holding period.

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Tax Rates and Alternative Minimum Tax (AMT) Considerations:

  • Not all QSBS capital gains are excludable. Non-excludable QSBS gains may not qualify for reduced capital gains rates and could be subject to a maximum tax rate of 28%.

Initially considered a preference item under AMT, recent changes now exclude QSBS gains from AMT concerns. Section 1202 application is generally automatic upon eligibility without needing explicit election.

QSBS provides a substantial motivation to invest in small domestic businesses, leveraging tax savings. By grasping its qualifications, benefits, and limitations, investors can better strategize to maximize QSBS provisions. Stay informed and collaborate with our office to ensure alignment with tax compliance and benefit maximization in the greater Orlando area, particularly for small businesses in Maitland, Winter Park, Lake Nona, Altamonte Springs, and Davenport.

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