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Unlocking Tax Relief: Understanding Qualified Small Business Stock

For investors intent on fueling the engine of small business innovation, Qualified Small Business Stock (QSBS) offers substantial tax relief opportunities. Originating from the Revenue Reconciliation Act of 1993, QSBS allows investors to significantly reduce their taxable capital gains through Section 1202 of the Internal Revenue Code. This article will delve into the properties and complex tax nuances associated with QSBS, providing critical insights for investors and business advisors alike.

Understanding QSBS

QSBS stands for stock in a C corporation that meets detailed criteria for tax benefits under Section 1202. However, only certain C corporation stocks meet these conditions; the issuing corporation and stockholder must satisfy specific provisions regarding issuance, holding periods, and the corporation's business activities.

Criteria for QSBS Qualification

To qualify as QSBS, stock must be issued by a domestic C corporation engaged in a qualifying business activity. The main qualifications include:

  • Small Business Status: The corporation's gross assets must not exceed $50 million at the time of stock issuance, a threshold rising to $75 million post-July 4, 2025.
  • Active Business Requirement: 80% of the corporation's assets should be actively employed in conducting the qualified trade or business.
  • Qualified Trade or Business: The corporation must primarily engage in eligible activities, excluding many service-oriented businesses and industries like health and finance.
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The Tax Advantages of QSBS

A key benefit of QSBS is the exemption of up to 100% of capital gains from tax when the stock is sold. This exclusion has evolved significantly:

  • Prior to 2009: 50% exclusion.
  • Between 2009 and the 2010 Small Business Jobs Act: 75% exclusion.
  • From September 28, 2010, to July 4, 2025: 100% exclusion.

The One Big Beautiful Bill Act (OBBBA) further amended these provisions for stock acquired post-July 4, 2025, introducing new exclusion metrics based on holding periods.

  • 50% for a three-year hold.
  • 75% for a four-year hold.
  • 100% for a five-year hold.
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Disqualifications and Special Considerations

Certain stocks are disqualified from QSBS benefits:

  • Disqualified Stock: Includes stock bought from the issuing corporation within two years.
  • S Corporation Stock: Must convert to C corporation status to qualify.

Utilizing QSBS effectively requires navigating its intricacies, such as potential rollover opportunities under Section 1045, which permit deferring gains when exchanging QSBS held for over six months.

Maximizing Client Benefits with QSBS

At NR CPAs & Business Advisors, we guide clients through the QSBS landscape, ensuring compliance and optimization of their potential tax benefits. By seizing these opportunities, investors can enhance their portfolios and play a pivotal role in supporting domestic entrepreneurship.

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