Qualified Small Business Stock

Shares of a qualified small business (QSB) as described by the Internal Tax Code are referred to as qualified small business stock (QSBS) (IRC). Upon and immediately following the issuing of its stock, a QSB is defined as an operating domestic C corporation with gross assets valued at the original cost of not more than $50 million. If a qualified small business stock holder meets certain requirements, they may be eligible for tax incentives (QSBS).

Understanding Qualified Small Business Stock (QSBS)

Section 1202 of the Internal Tax Code provides permission for private investors to fund small businesses on behalf of the federal government (IRC). Any active domestic C corporation with assets under $50 million on or after the issuing of stock is considered a QSB, as was previously stated.

Only specific kinds of businesses can be classified as QSBs. Businesses in the technology, retail, wholesale, and manufacturing sectors can become QSBs, but those in the hospitality, personal services, finance, agricultural, and mining sectors cannot.

Any stock obtained from a QSB after August 10, 1993 is referred to as a qualified small business stock (QSBS). The capital gains from eligible small enterprises are free from federal taxes under Section 1202.

The following requirements must be met in order to claim the qualifying stock's tax benefits:

  • A corporation cannot be the investor.
  • The investor must have acquired the stock at the time of its initial issuance, rather than through the secondary market.
  • The stock must have been bought by the investor with money, property, or as payment for a service.
  • The stock must have been owned by the investor for a minimum of five years.
  • One or more of the issuing corporation's eligible trades or enterprises must account for at least 80% of its total assets.

Strategies For Using QSBS

Companies who are able to meet the criteria to be considered "small businesses" for this purpose should think about using their stock wisely because there is the chance to make significant profits at no tax cost:

Attracting investors. QSBS can be used to raise cash by newly established businesses as well as companies seeking to expand. Investors who could profit from the tax cut for QSBS are individuals and individual partners in partnerships since the exception only applies to individuals and not businesses.

In order for a partner (who is an individual, not a corporation) to be eligible to invoke the exclusion both at the time the stock was bought and at all times following, it is possible for the stock to be acquired by a partnership. The exclusion is only applicable to the partner's ownership stake in the partnership at the time the stock was purchased.

Rewarding employees. This can be a helpful tool for startups and other businesses short on funds to pay staff because it is legal to issue QSBS in exchange for services. Also, it serves as a motivator for workers to stay with the organization, giving them an incentive to put in extra effort and advance the cause.


  • Shares of a qualified small business (QSB) as described by the Internal Tax Code are referred to as qualified small business stock (QSBS) (IRC).
  • If both the investor and the corporation satisfy specific criteria, QSBS is considered favorably for capital gains purposes.
  • When the investor bought the stock and how long they kept it will determine how much of a tax credit they will get.
  • If investors sell their QSBS before the required holding period is met, they may be able to defer capital gains tax by reinvesting the proceeds into another company's QSBS.
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