Recognizing that small businesses drive the economy, produce jobs and lead innovation, Congress has enacted several laws over the years designed to encourage investments in small businesses. The Qualified Small Business Stock (QSBS) exclusion1 allows qualified investors to exclude a portion of gains from sales of QSBS if certain requirements are met, which can provide significant savings and ultimately increase the after-tax cash proceeds.

The QSBS exclusion allows investors to exclude up to 100% of their gain on the sale of QSBS (depending on the date the stock was acquired), capped at the greater of $10 million or 10 times the investor's tax basis in the stock.

1

Issuer Must Be Engaged in a Qualified Trade or Business

The company issuing the stock must be a domestic C corporation, and must use at least 80% of its assets conducting a qualified trade or business. Financial and service-oriented businesses generally do not qualify.

2

Investor Must Acquire Stock Directly From the Issuer

To qualify for the QSBS exclusion, the investor cannot be a C corporation. In addition, the investor must have acquired the stock directly from the issuing company, not the secondary market.

3

There Is a Five-Year Holding Period

Investors must hold QSBS for at least five years to qualify for the exclusion, although exchanging stock in certain circumstances (e.g., a gift or inheritance, stock options) may also qualify.

4

No Special Tax Filings Are Required

When an investor's stock purchase and subsequent sale or exchange meet the requirements for the QSBS exclusion, the investor only needs to indicate on his or her tax return that transactions are eligible for the Section 1202 exclusion. It's important to remember, however, that not all states follow the federal tax treatment of QSBS.

10

Investors may exclude the greater of $10 million or 10 times their tax basis in the qualified small business stock.

100%

For stock purchased on or after September 28, 2010, investors can exclude 100% of their gain, up to the $10 million/10 times basis cap.

$50M

To qualify, QSBS issuers must have maintained aggregate gross assets of less than $50M from August 10, 1993 through after the stock issue date.

“The QSBS exclusion can also be a valuable incentive for small businesses raising money from outside investors... and for recruiting or rewarding key employees.”

The amount of capital gains that can be excluded depends on when the QSBS was acquired.

Understand the potential benefits and risks of the QSBS exclusion
Gifting or transferring QSBS may help maximize its impact

QSBS received as a gift or inheritance retains its qualified status, so using QSBS for lifetime gifting or transfers through trusts may increase tax savings.

Consider potential implications of business formation

Establishing a C corporation to qualify for the QSBS exclusion can have other tax implications beyond QSBS; another type of business entity may be more advantageous.

Coordinated planning is key

Before starting a business, making investments or selling stock, be proactive. Financial and tax professionals can help you decide if the QSBS exclusion is right for you.

1The QSBS exclusion was established as part of Internal Revenue Code (IRC) Section 1202 and is also known as the Section 1202 exclusion.

  • This document is confidential and may not be copied, reproduced or distributed, in whole or in part, to others at any time without the prior written consent of The Bank of New York Mellon Corporation, its subsidiaries and affiliates (collectively, “BNY Mellon"). The material contained herein is not intended for distribution to, or to be used by, any person or entity in any jurisdiction or country in which distribution or use would be contrary to law or regulation. Except as otherwise permitted herein, distribution of this material to any person other than the person to whom this was originally delivered and to such person's advisors is unauthorized and any reproduction, in whole or in part, or the divulgence of its contents, without the prior consent of BNY Mellon in each such instance is prohibited.This material is provided for illustrative/educational purposes only. This material is not intended to constitute legal, tax, investment or financial advice. Effort has been made to ensure that the material presented herein is accurate at the time of publication. However, this material is not intended to be a full and exhaustive explanation of the law in any area or of all of the tax, investment or financial options available. The information discussed herein may not be applicable to or appropriate for every investor and should be used only after consultation with professionals who have reviewed your specific situation.The Bank of New York Mellon, Hong Kong branch is an authorized institution within the meaning of the Banking Ordinance (Cap.155 of the Laws of Hong Kong) and a registered institution (CE No. AIG365) under the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) carrying on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities.The Bank of New York Mellon, DIFC Branch (the “Authorised Firm") is communicating these materials on behalf of The Bank of New York Mellon. The Bank of New York Mellon is a wholly owned subsidiary of The Bank of New York Mellon Corporation. This material is intended for Professional Clients only and no other person should act upon it. The Authorised Firm is regulated by the Dubai Financial Services Authority and is located at Dubai International Financial Centre, The Exchange Building 5 North, Level 6, Room 601, P.O. Box 506723, Dubai, UAE.The Bank of New York Mellon is supervised and regulated by the New York State Department of Financial Services and the Federal Reserve and authorised by the Prudential Regulation Authority. The Bank of New York Mellon London Branch is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. The Bank of New York Mellon is incorporated with limited liability in the State of New York, USA. Head Office: One Wall Street, New York, NY 10286, USA.In the U.K. a number of the services associated with BNY Mellon Wealth Management's Family Office Services– International are provided through The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London, EC4V 4LA. The London Branch is registered in England and Wales with FC No. 005522 and #BR000818.Investment management services are offered through BNY Mellon Investment Management EMEA Limited, BNY Mellon Centre, 160 Queen Victoria Street, London EC4V 4LA, which is registered in England No. 1118580 and is authorised and regulated by the Financial Conduct Authority. Offshore trust and administration services are through BNY Mellon Trust Company (Cayman) Ltd.This document is issued in the U.K. by The Bank of New York Mellon. In the United States the information provided within this document is for use by professional investors. This material is a financial promotion in the UK and EMEA. This material, and the statements contained herein, are not an offer or solicitation to buy or sell any products (including financial products) or services or to participate in any particular strategy mentioned and should not be construed as such. BNY Mellon Fund Services (Ireland) Limited is regulated by the Central Bank of Ireland BNY Mellon Investment Servicing (International) Limited is regulated by the Central Bank of Ireland. BNY Mellon Wealth Management, Advisory Services, Inc. is registered as a portfolio manager and exempt market dealer in each province of Canada, and is registered as an investment fund manager in Ontario, Quebec, and Newfoundland & Labrador. Its principal regulator is the Ontario Securities Commission and is subject to Canadian and provincial laws. BNY Mellon, National Association is not licensed to conduct investment business by the Bermuda Monetary Authority (the “BMA") and the BMA does not accept responsibility for the accuracy or correctness of any of the statements made or advice expressed herein. BNY Mellon is not licensed to conduct investment business by the Bermuda Monetary Authority (the “BMA") and the BMA does not accept any responsibility for the accuracy or correctness of any of the statements made or advice expressed herein. Trademarks and logos belong to their respective owners. BNY Mellon Wealth Management conducts business through various operating subsidiaries of The Bank of New York Mellon Corporation.©2017 The Bank of New York Mellon Corporation. All rights reserved.