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Understanding Qualified Small Business Stock (QSBS): A Powerful Tool for Entrepreneurs and Investors


To learn more about QSBS, and hear real-world examples of how Embarc Advisors have helped clients navigate this topic, we invite you to attend our exclusive webinar with Jay Jung and Gary Fitzpatrick of Brown & Streza.

Together, Jay and Gary will provide invaluable insights into maximizing the benefits of QSBS for your business. This fireside chat will be your opportunity to learn from leading experts and equip yourself with the knowledge to make informed decisions for your, and your company’s financial future.


Philip Alberstat | Managing Director

Qualified Small Business Stock (QSBS) is a compelling and often underutilized provision in the U.S. tax code, offering significant tax advantages to investors and founders alike. Understanding QSBS can be a game-changer for entrepreneurs looking to raise capital and investors seeking lucrative opportunities with substantial tax benefits.

What is QSBS?

QSBS refers to shares in a Qualified Small Business (QSB) that meet specific criteria outlined in Section 1202 of the Internal Revenue Code. The primary allure of QSBS is the potential for a substantial tax exclusion on gains from the sale of the stock. This exclusion can be as high as 100% on capital gains, making it a highly attractive option for both founders and investors.

Criteria for QSBS

To qualify as QSBS, several conditions must be met:

  1. Qualified Small Business Status: The company issuing the stock must be a United States C corporation with gross assets not exceeding $50 million at the time of issuance and immediately thereafter.
  2. Active Business Requirement: At least 80% of the company’s assets must be used in the active conduct of one or more qualified trades or businesses.
  3. Eligible Investor: The stock must be acquired at its original issuance, either directly from the company or through an underwriter, in exchange for money, property, or as compensation for services.
  4. Holding Period: The investor must hold the QSBS for more than five years to qualify for the exclusion.

Benefits of QSBS

The primary benefit of QSBS is the potential for a significant tax exclusion. Depending on when the stock was acquired, the exclusion can be up to 100% of the capital gains on the sale of the stock, subject to certain limitations:

  • Exclusion Limits: The exclusion is limited to the greater of $10 million or 10 times the investor’s adjusted basis in the QSBS. This means if you invest $1 million in QSBS, the exclusion could apply to gains of up to $10 million or 10 times your investment.
  • Effective Tax Rate: For stocks qualifying for the 100% exclusion, the effective federal tax rate on the gain can be zero. This can lead to significant tax savings, making QSBS an incredibly attractive option for long-term investors.
  • State Tax Benefits: In addition to federal tax benefits, some states also offer favorable tax treatment for QSBS, further enhancing the appeal.
  • Diversification of Tax-Advantaged Investments: QSBS provides another vehicle for tax-advantaged investments, complementing other strategies like IRAs and 401(k)s.

Strategic Considerations for Entrepreneurs and Investors

  • Attracting Investors: For startups and small businesses, issuing QSBS can be a powerful tool to attract investors. The potential for tax-free gains makes investing in QSBS highly appealing. By marketing this advantage, companies can differentiate themselves in a competitive market.
  • Tax Planning: Investors should consider QSBS as part of their broader tax planning strategy. The five-year holding period requirement means that early planning is essential. Incorporating QSBS into long-term investment strategies can maximize tax savings.
  • Compliance and Documentation: Both companies and investors need to ensure they maintain proper documentation to substantiate the QSBS status and eligibility criteria. Consulting with tax advisors and legal professionals is crucial to navigate the complexities of QSBS. Proper records are essential to defend against potential IRS audits.

Potential Pitfalls and Challenges

While QSBS offers substantial benefits, there are potential pitfalls and challenges to be aware of:

  • Qualification Risk: Not all businesses and stock issuances will qualify as QSBS. It’s essential to conduct thorough due diligence. Investors need to verify that the company meets all the criteria for QSBS at the time of investment. Certain businesses are excluded including; consulting, law, sports, health, financial services, banking, farming, engineering, hospitality services and others.
  • Regulatory Changes: Tax laws and regulations can change, potentially impacting the benefits associated with QSBS. Staying informed about legislative developments is critical. Engaging with tax professionals can help navigate these changes and optimize tax strategies.
  • Documentation: Maintaining detailed records is necessary to substantiate QSBS claims, which can be administratively burdensome. Companies need to ensure that they maintain documentation proving their status as a QSB, while investors need to keep records of their stock acquisition and holding periods.

In Conclusion

Qualified Small Business Stock represents a powerful incentive for investment in small businesses, providing substantial tax benefits that can significantly enhance returns for investors. For entrepreneurs, QSBS can be a strategic tool to attract capital and fuel growth. By understanding the criteria, benefits, and potential challenges associated with QSBS, both founders and investors can make informed decisions that maximize the opportunities presented by this unique provision in the tax code.

As always, it is advisable to consult with tax professionals and legal advisors to navigate the complexities and ensure compliance with all requirements. With careful planning and strategic foresight, QSBS can be a cornerstone of a successful investment strategy and entrepreneurial journey.

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