Blog

We keep you up-to-date on the latest tax changes and news in the industry.

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

Investors with an eye toward nurturing small businesses can find substantial tax advantages in Qualified Small Business Stock (QSBS). Under the Revenue Reconciliation Act of 1993, QSBS offers a strategic way to minimize taxable income via capital gains exclusions, as outlined in Section 1202 of the Internal Revenue Code. This article delves deep into what QSBS means for your investment portfolio, detailing eligibility criteria and advantageous tax treatments.

Understanding Qualified Small Business Stock (QSBS) QSBS represents a special category of shares, specifically in C corporations, that benefit from the tax perks described in Section 1202. But not every C corporation qualifies; certain stipulations concerning the corporation issuing the stock, the duration of holding the shares, and more must be observed.

Image 2

Criteria for QSBS Eligibility Stock must be issued by a domestic C corporation involved in a qualifying trade or business to be considered QSBS. Key qualifications include:

  • Small Business Cap: The corporation's gross assets should not surpass $50 million ($75 million post-July 4, 2025) at the time of stock issuance.
  • Active Business Clause: A minimum of 80% of the corporation’s assets must actively engage in the corporation’s qualified trade or business.
  • Qualified Trade Definition: Service-related businesses such as healthcare, legal, or financial services, plus hotels and restaurants, fall short. The business must focus on permitted activities.
Image 1

The Tax Advantage of QSBS A key incentive for QSBS is the ability to exclude as much as 100% of capital gains from the sale of OE stock. Here’s how these exclusions differ based on acquisition dates:

  • Prior Amendments (pre-2009): 50% exclusion on capital gains.
  • Amendments Between 2009-2010: Increased exclusion to 75%.
  • 2010 Small Business Jobs Act: Full 100% exclusion for stocks acquired from September 28, 2010, until July 4, 2025.

Impact of the One Big Beautiful Bill Act (OBBBA) Effective post-July 4, 2025, OBBBA revises exclusions for future stock:

  • 50% for holding stocks three years.
  • 75% for a holding duration of four years.
  • Full 100% benefit for five-year holdings.
Image 3

Limitations and Considerations For stock acquired before July 5, 2025, excludable gain caps at $10 million or ten times the taxpayer’s adjusted QSBS basis. Stocks issued afterward see the cap increase to $15 million, adjusted for inflation.

Restrictions and Special Scenarios Certain conditions negate QSBS advantages:

  • Repurchased Stock: Stock bought back by the original corporation within two years disqualifies.
  • S Corporation Shares: An S corporation’s status invalidates QSBS eligibility unless restructured into a C corporation.
  • Alternative Minimum Tax (AMT): Previously deemed a preference item under AMT, recent adjustments exclude it from consideration, simplifying compliance for eligible investments.

At CPA Consulting Services, we advise taxpayers through QSBS complexities to maximize their potential tax savings, helping our clients stay informed and compliant. With a nuanced understanding of these benefits, investors can strategically enhance their portfolios. For more tailored advice, especially if you operate in specialized sectors, consult with our experienced team.

Reach out today to explore QSBS's potential within your financial landscape.

Share this article...

Want tax & accounting tips and insights?

Sign up for our newsletter.

I confirm this is a service inquiry and not an advertising message or solicitation. By clicking “Submit”, I acknowledge and agree to the creation of an account and to the and .