Understanding Qualified Small Business Stock: Tax Benefits and Requirements

ARTICLE | March 17, 2025

Authored by Aprio, LLP

At a glance

• The main takeaway: The QSBS exemption can potentially save investors and business owners substantial sums on taxes.
• Impact on your business: For owners planning an exit strategy, QSBS can be key to a smoother transition.
• Next steps: Proactive tax planning and regular consultations with a dedicated and knowledgeable tax advisor.

The full story:

While investing in small businesses inherently carries a degree of risk, the Qualified Small Business Stock (QSBS) exclusion under Section 1202 of the Internal Revenue Code acts as an incentive by potentially allowing shareholders to avoid paying federal taxes on capital gains from the sale of qualifying stock. Furthermore, understanding and leveraging QSBS requirements is important for startup founders and investors seeking to navigate the complexities of tax law while maximizing their returns.

QSBS Basics

To qualify as a Qualified Small Business (QSB), your company must meet several key requirements. We outline basic considerations below:

• Your tech company must be a U.S.-based C corporation at the time stock is issued. S corporations and Limited Liability Companies (LLCs) don’t meet this requirement for QSBS eligibility, regardless of whether they later convert to C corporations.
• Your company’s total gross assets must remain under $50 million both before and immediately after stock issuance. This cap applies strictly at the time of issuance, so any growth achieved in value thereafter does not disqualify previously qualifying shares from potential tax benefits. Timely 409A valuations can help defend your QSBS status and provide a transparent paper trail, should any queries from the IRS arise.
• No less than 80% of your company’s assets must be devoted to the active conduct of a qualified trade or business, meaning the corporation’s resources are not tied up in passive investments or endeavors. However, up to 50% of the corporation’s assets can be allocated as working capital.
• Tech, software development, manufacturing, and research and development companies typically qualify for QSBS benefits, as they align with the criteria promoting innovation and economic growth. Certain service-based businesses, including those in health, law, and consulting, as well as industries associated with fossil fuel production, hotel operations, and restaurant ventures do not meet the qualification standards.
• Understand the state tax conformity where your business is registered. Some states, including New York, Florida, and Washington, fully align with the federal tax treatment, thereby permitting investors to exclude up to 100% of capital gains from state-level taxes, others like California do not extend such benefits. Varying degrees of conformity in different states can affect financial projections and impact exit strategies. Seeking professional advice can provide clarity on state-specific qualifications and help mitigate unexpected tax burdens.

QSBS Attestation Letter: Do You Need One?

A QSBS attestation letter is a formal document that affirms your issued shares meet the QSBS qualification requirements at the time of issuance. However, obtaining an attestation letter is not mandatory for QSBS qualification.

The QSBS attestation letter serves a primarily informative role for your shareholders. It acts as tangible proof of their QSBS eligibility, which can be useful when they decide to sell their shares. It also gives confidence to prospective buyers of the tax-exempt status of the shares in question. Furthermore, investors and legal advisors often view such documentation as part of best practices, adding an additional layer of security and transparency for everyone involved.

A Breakdown of QSBS Tax Benefits

QSBS essentially allows for the exclusion of up to 100% of capital gains from federal taxes once the qualifying shares are sold, thus potentially saving large sums on taxes upon a successful exit. However, the QSBS exemption is capped at the greater of $10 million or 10 times the adjusted basis in the stock. This limit is applied per issuer and per taxpayer, so those who strategically plan their exits reap the most rewards.

QSBS may also be particularly appealing to high-net-worth individuals, family offices, and privately owned businesses who are often looking for ways to maximize post-tax returns on their investments, as well as the potential of QSBS in estate planning. By minimizing the tax liability on capital gains, it is therefore possible to pass on more wealth to heirs, helping preserve the overall value of an estate while providing better financial security for future generations.

For business owners who are preparing for an exit strategy or succession planning, QSBS can be instrumental in achieving a smooth transition. QSBS helps maximize net proceeds from business sales, ultimately benefiting both the seller and the successors who step into their new roles.

QSBS Benefits for Investors Considering a Stake in Early-Stage Companies

For investors, the tax benefits of QSBS can enhance the risk-reward equation and render high-risk ventures potentially more lucrative. Instead of facing the typical capital gains tax on successful investments, investors could qualify for substantial tax savings, thereby making high-return opportunities more enticing.

QSBS also distinctly favors industries that scale through innovative products and cutting-edge technology, and experience rapid growth. If you are a startup founder or investor in technology and software development, this can tip the scales in your favor.

Finally, early-stage companies are subject to more lax regulations for working capital without risking the disqualification of their stock. This flexibility allows startups with substantial early capital needs to strategize their spending over time, thus optimizing their growth trajectory and resource utilization.

The bottom line

Navigating QSBS eligibility criteria and rules can quickly become complex. IRS guidance on the QSBS exemption is also limited and can be ambiguous, leaving much room for interpretation by both taxpayers and the IRS. A knowledgeable tax advisor can help strategize and tailor tax planning to maximize QSBS benefits. Furthermore, consulting with both tax and legal advisors can help you gain clarity on how the QSBS exclusion applies to your specific circumstances, as well as mitigate risks and optimize potential tax savings.

This article was written by Aprio and originally appeared on 2025-03-17. Reprinted with permission from Aprio LLP.
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