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Unlocking the Tax Benefits of Qualified Small Business Stock

In the realm of tax-efficient investment strategies, Qualified Small Business Stock (QSBS) stands out as a powerful tool for savvy investors aiming to nurture small businesses. Born from the Revenue Reconciliation Act of 1993, QSBS provides the prospect of substantial tax breaks under Section 1202 of the Internal Revenue Code, allowing investors to exclude significant portions of their capital gains or reinvest in other QSBS to defer gains.

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Discovering Qualified Small Business Stock (QSBS)

QSBS refers to shares in a C corporation that meet specific requirements outlined in Section 1202. Not all C corporations qualify; there are rigorous criteria concerning the issuing entities, holding duration, and other factors that must be met to reap the tax benefits.

Criteria for QSBS Qualification

For stock to be considered QSBS, it must originate from a domestic C corporation actively pursuing a qualified trade or business. Essential qualifications include:

  • Small Business Status: When issuing the stock, the corporation's gross assets should not exceed $50 million ($75 million after July 4, 2025), both before and after the stock issuance.
  • Active Business Requirement: A minimum of 80% of the corporation's assets should be dedicated to an active qualified trade or business.
  • Qualified Trade or Business: Many service-based businesses, particularly in areas such as health, law, and finance, as well as agriculture and hospitality sectors, are ineligible. The business must predominantly engage in qualifying activities.
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Exploring the Tax Advantages of QSBS

The prominent feature of QSBS is its ability to exclude up to 100% of capital gains from sales, contingent on acquisition periods:

  • Pre-2009 Adjustments: 50% exclusion on capital gains.
  • Amendments Post-2009 but Before the 2010 Act: 75% exclusion available.
  • Post-2010 Small Business Jobs Act: Absolute exclusion for stock acquired between September 28, 2010, and July 4, 2025.

Under the One Big Beautiful Bill Act (OBBBA), effective July 5, 2025, new exclusion rates apply:

  • 50% for holdings of three years
  • 75% for four-year holdings
  • 100% for holding periods of five years

For pre-July 5, 2025 stocks, the excludable gain is constrained to $10 million or ten times the taxpayer’s adjusted basis in QSBS, whichever is more. Post-July 4, 2025, the limit rises to $15 million with future inflation adjustments.

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Navigating Disqualifications and Special Considerations

Some stocks are not eligible for QSBS benefits, including:

  • Disqualified Stock: Stock acquired through repurchase from the same corporation within two years.
  • S Corporation Stock: Typically ineligible unless the S corporation transitions to a C corporation.

Transfers, Entity Pass-Throughs, and Rollover Provisions

  • Gift Transfers: QSBS may be gifted, transferring the holding period and maintaining eligibility for tax benefits to the recipient.
  • Passthrough Entities: Partnerships and S corporations can hold QSBS, with exclusions potentially extending to self-qualifying partners.
  • Rollover Election under Section 1045: Gains on QSBS can be deferred when reinvested in replacement stock held for over six months, adapting the basis accordingly.

Integration of Tax Rates and Alternative Minimum Tax (AMT)

Section 1202 mechanizes the exclusion process upon meeting eligibility, with non-excludable QSBS gains subjected to a 28% tax rate, bypassing softer capital gains tax brackets. Previously, QSBS exclusions were regarded as a preference item for AMT calculation—a provision recently revoked.

Engaging with GeneralCents Accounting in Scottsdale, Arizona, opens doors to leveraging QSBS benefits, supporting your financial blueprint through forward-thinking tax strategies and precise compliance. Our firm is ready to aid your journey in creating a stress-free financial environment, empowering you to focus on enhancing your business aspirations.

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