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Qualified Small Business Stock (QSBS) for Strategic, Angel and Venture Capital Investing

Updated: Apr 8

In the realm of strategic, angel and venture capital investing, understanding and leveraging the benefits of Qualified Small Business Stock (QSBS) can prove to be a game-changer. The QSBS, as governed by Section 1202 of the Internal Revenue Code, provides substantial tax advantages for investors in eligible small businesses. In this article, we'll delve into the intricacies of QSBS, the criteria for eligibility, and potential tax benefits, along with concrete examples.

What is Qualified Small Business Stock?

QSBS refers to shares issued by a domestic C Corporation that meets specific criteria under Section 1202. The primary purpose of this tax provision is to incentivize investments in small businesses, which are often perceived as high-risk ventures due to their size and relatively unproven status.

QSBS Eligibility Criteria

Before you can reap the tax benefits of QSBS, there are several eligibility requirements that both the corporation issuing the stock and the investor must meet:

  • C Corporation Status: The issuing entity must be a U.S. C Corporation. S Corporations, Limited Liability Companies (LLCs), partnerships, and sole proprietorships are not eligible.

  • Gross Assets: The aggregate gross assets of the corporation must not exceed $50 million immediately after the stock is issued.

  • Active Business Requirement: At least 80% (by value) of the assets of the corporation must be used in the active conduct of one or more qualified trades or businesses. Certain types of businesses like financial institutions, farming businesses, and professional service firms are typically excluded.

  • Holding Period: The investor must hold the QSBS for more than five years to be eligible for tax exclusions. However, there are some exceptions to this rule, especially when it comes to rollover provisions.

QSBS Tax Benefits

Investors who meet the above eligibility criteria stand to gain substantial tax advantages:

  • Capital Gains Exclusion: Investors can exclude from taxation 100% of their gain from the sale of QSBS, up to the greater of $10 million or 10 times their basis in the stock. This exclusion was made permanent with the Protecting Americans from Tax Hikes (PATH) Act of 2015.

  • Rollover of Gain: If the QSBS does not meet the five-year holding period, under Section 1045, an investor can still defer the gain by reinvesting the proceeds into another QSBS within 60 days.


Consider two investors, John and Jane. John invests $1 million in a traditional investment, and Jane invests the same amount in a QSBS. After five years, both investments appreciate to $11 million. John, with a typical investment, will owe federal long-term capital gains tax at the current maximum rate of 28% on the $10 million gain, leaving him with a tax bill of $2.8 million. On the other hand, Jane, who has invested in QSBS, can exclude the entire $10 million gain from taxation. As a result, she saves $2.8 million in federal taxes compared to John. Let's consider another scenario where Jane decides to sell her QSBS after three years instead of five. Although she wouldn't qualify for the capital gains exclusion, she could still defer taxation by reinvesting her gains in a new QSBS within 60 days.

The tax benefits of investing in QSBS are substantial, but they come with strict eligibility criteria and rules. Investors should consider their risk tolerance, investment horizon, and the potential tax advantages of QSBS when making investment decisions. As always, it's essential to consult with a tax advisor or investment professional to understand how these rules apply to your specific situation. With the right strategy, QSBS can be an excellent tool for maximizing after-tax returns and supporting the growth of small businesses. It's one of the more potent illustrations of how understanding the tax code can provide strategic advantages in the investing world.

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