What Is Qualified Small Business Stock (QSBS)?

Qualified small business stock (QSBS) refers to shares of a qualified small business (QSB) as defined by the Internal Revenue Code (IRC). A QSB is an active domestic C corporation whose gross assets—valued at the original cost—do not exceed $50 million on and immediately after its stock issuance.

Eligible individuals meeting certain criteria are able to receive tax benefits if they hold qualified small business stock (QSBS).

Key Takeaways

  • Qualified small business stock (QSBS) refers to shares of a qualified small business (QSB) as defined by the Internal Revenue Code (IRC).
  • QSBS is treated favorably for capital gains purposes if both the investor and the company meet certain requirements.
  • How much of a tax break the investor will receive depends on when they purchased the stock and how long they held it.
  • Investors who sell their QSBS before the end of the required holding period can defer capital gains by investing the proceeds in another company's QSBS.

Understanding Qualified Small Business Stock (QSBS)

The federal government allows individuals to invest in small businesses under Section 1202 of the Internal Revenue Code (IRC). As noted above, a QSB is any active domestic C corporation whose assets don't go over $50 million on or after the issuance of stock.

Only certain types of companies fall under the category of a QSB. Firms in the technology, retail, wholesale, and manufacturing sectors are eligible as QSBs, while those in the hospitality industry, personal services, the financial sector, farming, and mining are not.

A qualified small business stock (QSBS) is any stock acquired from a QSB after Aug. 10, 1993. Under Section 1202, the capital gains from qualified small businesses are exempt from federal taxes. To claim the tax benefits of the stock being qualified, the following must apply:

  • The investor must not be a corporation.
  • The investor must have acquired the stock at its original issue and not on the secondary market.
  • The investor must have purchased the stock with cash or property, or accepted it as payment for a service.
  • The investor must have held the stock for at least five years.
  • At least 80% of the issuing corporation's assets must be used in the operations of one or more of its qualified trades or businesses.

Requirements for Qualified Small Business (QSB) Stock Tax Benefits

The tax treatment for a QSB stock depends on when the stock was acquired and how long it was held. Sec. 1202: Small Business Stock Capital Gains Exclusion, which was enacted in 1993, provides that a noncorporate shareholder can exclude 50% of the gain from the sale of qualified small business (QSB) stock that has been held for five years

For QSB stock acquired after Feb. 17, 2009, and on or before Sept. 27, 2010, the exclusion percentage increases to 75%. For qualifying stock acquired after Sept. 27, 2010, and before Jan. 1, 2014, the exclusion percentage is 100%.

In addition, under Sec. 1202, the amount of gain taken into account in a year is limited by a $10 million cumulative limit and an annual limit of 10 times the basis of QSB stock sold during the year. (This applies per shareholder and per corporation.)

Sec. 1202 was added to the IRC in 1993 as part of the Revenue Reconciliation Act. It was intended to reward and incentivize taxpayers to invest in small businesses.

Important

Qualified small business stock (QSBS) can be eligible for a capital gains exclusion of up to 100%.

Additionally, there are holding requirements for the full exclusion of alternative minimum tax (AMT) and net investment income (NII) tax. The AMT is typically imposed on individuals whose tax exemptions would otherwise allow them to pay disproportionately low taxes for someone at their income level.

The NII tax, meanwhile, is applied to the lower amount between an individual's NII or the modified adjusted gross income (MAGI) amount in excess of the predetermined limit. The following is a list of how exclusions apply:

  • A 100% capital gains exclusion for QSBS acquired after Sept. 27, 2010. A 100% exclusion on capital gain applies, which also includes exclusions from the AMT and NII tax.
  • A 75% capital gains exclusion for QSBS acquired between Feb. 18, 2009, and Sept. 27, 2010. However, 7% of the excluded gain is subject to AMT.
  • A 50% capital gains exclusion for QSBS acquired between Aug. 11, 1993, and Feb. 17, 2009. However, 7% of the excluded gain is subject to AMT.

Examples of Qualified Small Business Stock (QSBS) Tax Benefits

Consider a taxpayer who files as a single individual and has $410,000 in ordinary taxable income. Their income places them in the highest tax bracket for capital gains tax (20%). They sell qualified small business stock acquired on Sept. 30, 2015, and have a realized profit of $50,000. The taxpayer may exclude 100% of their capital gains, meaning the federal tax due on the gains is $0.

Assume the taxpayer purchased the stock on February 10, 2009, and after five years sells it for a $50,000 profit. Federal tax due on capital gains would be 20% x (50% x 50,000) = $5,000.

Stockholders who want to sell qualified small business stock (QSBS) not held for the minimum five-year holding period can also benefit. Section 1045 of the IRC allows them to defer the gain by reinvesting the proceeds from the sale of that qualified small business stock (QSBS) into another QSBS within 60 days.

Types of Qualified Small Business Stock (QSBS)

Qualified startups and qualified existing businesses that want to expand their operations may raise initial or additional capital through a qualified small business stock (QSBS) offering.

These companies can also use qualified small business stock (QSBS) as a form of in-kind payment, which is frequently used to compensate employees for their services when cash flow is minimal. Qualified small business stock (QSBS) might be used as well to retain employees and as an incentive to help the company grow and succeed.