taxes

Qualified Small Business Stock (QSBS)

Qualified Small Business Stock (QSBS) Jonathan Poland

Qualified Small Business Stock (QSBS) refers to a special classification of stock in the United States that offers significant tax advantages to investors under certain conditions. It’s important for investors and businesses to consult with tax professionals to understand the specific requirements and potential benefits of QSBS in their particular situation. However, this may be one of the greatest tools for a high net worth tax shield available today… circa 2024. Here are some key points about QSBS:

  1. Definition: QSBS is stock in a corporation that meets the criteria of a Qualified Small Business (QSB) at the time the stock was issued. A QSB is typically a domestic C corporation whose assets do not exceed $50 million before and immediately after the issuance of the stock.
  2. Tax Benefits: The major advantage of QSBS is the potential for a 100% exclusion from federal income tax on gains realized upon the sale or exchange of the stock, up to a limit of $10 million or 10 times the adjusted basis of the investment.
  3. Eligibility Requirements:
    • Holding Period: To qualify for the tax exclusion, the stock must be held for at least five years.
    • Active Business Requirement: The issuing corporation must use at least 80% of its assets in the active conduct of one or more qualified trades or businesses during substantially all of the taxpayer’s holding period.
    • Excluded Businesses: Certain types of businesses are excluded, such as service businesses in health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, and brokerage services.
  4. Issuance of Stock: The stock must be acquired at original issuance in exchange for money, property (other than stock), or as compensation for services provided to the corporation.
  5. AMT and NIIT Considerations: While QSBS gains may be excluded from regular income tax, they may still be subject to the Alternative Minimum Tax (AMT) and the Net Investment Income Tax (NIIT).
  6. State Tax Treatment: The state tax treatment of QSBS gains varies. Some states follow the federal tax treatment, while others do not.
  7. Changes and Proposals: The rules and limits for QSBS have evolved over time and are subject to legislative changes. Proposals have been made in the past to modify the QSBS rules, either expanding or limiting its benefits.
  8. Planning and Strategy: Investors and businesses often engage in careful planning to maximize the benefits of QSBS, including structuring investments and business operations in a way that meets the QSBS criteria.

More info on QSBS from Investopedia.

Eligibility

For a business to be eligible for Qualified Small Business Stock (QSBS) benefits, it must meet certain criteria. Here’s an overview of the types of businesses that are typically eligible:

  1. Qualified Small Business (QSB) Criteria:
    • The business must be a domestic C corporation.
    • The gross assets of the corporation must be $50 million or less at the time the stock is issued, and immediately after.
    • The corporation must use at least 80% (by value) of its assets in the active conduct of one or more qualified trades or businesses.
  2. Qualified Trades or Businesses:
    • Generally, a qualified trade or business is any trade or business other than those specified as ineligible.
    • It includes a wide range of industries and sectors, such as manufacturing, technology, retail, and more.
  3. Excluded Businesses:
    • Certain types of businesses are specifically excluded from being considered a qualified trade or business. These include:
      • Service businesses in fields such as health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, and brokerage services.
      • Banking, insurance, financing, leasing, investing, or similar businesses.
      • Farming businesses (including the raising or harvesting of trees).
      • Businesses involving the production or extraction of products subject to percentage depletion.
      • Hotels, motels, restaurants, or similar businesses.
  4. Active Business Requirement:
    • The business must actively use its assets in its qualified trade or business. Merely managing investments or holding assets for investment doesn’t qualify.
  5. Time and Activity Constraints:
    • The business needs to maintain its qualified status during the required holding period for the stock.
  6. Innovation and Growth-Oriented Businesses:
    • Although not a formal requirement, QSBS is often associated with innovation and growth-oriented businesses, particularly startups and technology companies. These types of companies frequently meet the asset and operational requirements for QSBS.

It’s important to note that the QSBS rules are complex and subject to specific definitions and exceptions. For a business to determine if its stock qualifies as QSBS, it often requires a detailed analysis of its activities, assets, and financial situation. This is typically done in consultation with tax professionals who are knowledgeable about QSBS and the latest tax laws and regulations.

More on how to do it from QSBS Expert.

Taxes

Taxes Jonathan Poland

Taxes are mandatory financial contributions that are levied by a government on individuals, businesses, and other organizations. The money collected from taxes is used by the government to fund various public programs and services, such as schools, hospitals, infrastructure projects, and social services.

Taxes are important for several reasons. First and foremost, they provide the government with the necessary funds to provide essential services and infrastructure for its citizens. This helps to promote the well-being of the community and ensures that everyone has access to basic necessities, such as education and healthcare.

Additionally, taxes help to promote fairness and equality within a society. They provide a way for the government to redistribute wealth from those who are more well-off to those who are in need, helping to reduce income inequality and promote social justice.

Taxes also play a crucial role in the economy. They provide the government with a way to regulate the economy and ensure that it remains stable and healthy. By collecting taxes, the government can influence the level of demand in the economy and control inflation.

Overall, taxes are an essential part of any society. They provide the government with the necessary funds to provide essential services and infrastructure, promote fairness and equality, and regulate the economy. Without taxes, it would be impossible for the government to effectively serve the needs of its citizens.

Here is a list of the different types of taxes.

Regressive Tax
A regressive tax is a tax that places a higher burden on the poor than the rich. For example, a tax on food impacts low income families more than the high income because low income families typically spend a higher proportion of their income on food.

Progressive Tax
A progressive tax is a tax that places a higher burden on the rich than the poor. For example, a progressive income tax charges a higher marginal rate as your income grows. A progressive tax is typically designed to retain healthy incentives for productivity, hard work, risk taking and entrepreneurship.

Direct Tax
A direct tax is a tax that is visible to the person who is paying it such as income taxes that are filed by a small business.

Indirect Tax
An indirect tax is a tax that is included in the cost of something without any transparency. For example, a tariff that dramatically increases the price of shoes in a nation without consumers knowing that it exists.

Double Taxation
Double taxation is when the same income, wealth or transaction is taxed multiple times. This can occur when you are taxed in two different countries for the same income. For example, a dividend paid in the United States that collects withholding taxes only to be taxed again in the receiver’s home country. In principle, most countries try to avoid double taxation and this is the goal of tax treaties between countries. Double taxation can also occur where corporate earnings are taxed and then taxed again as capital gains and dividends to shareholders.

Income Tax
A tax on income. Usually progressive. Creates disincentives for work, productivity, entrepreneurship, risk taking and investment.

Negative Income Tax
A nation that offers a tax refund that exceeds tax payments for people below a certain income level. This is often viewed as a partial refund for consumption taxes.

Sales Tax
A tax that is only applied to sales to consumers. Usually a percentage of the total sale amount such as 5%.

Value Added Tax
A tax that is applied only to the value added at each step in the supply chain. For example, if a baker sells apple pies for $5 that cost $2 to produce, the tax would be applied to the $3 of value added by the baker. Unlike a sales tax, the value added tax is applied each time the goods change hands.

Consumption Tax
A tax on spending such as sales tax or a value added tax. This is often regressive because lower income individuals spend most of their income and higher income individuals tend to save and invest. Creates incentives to save and disincentives to spend. An unusually high consumption tax creates incentives to spend your money in another country such as on vacation.

Luxury Tax
A special consumption tax that is applied to expensive items such as cars, boats and jewelry over a certain price. This fights the tendency for consumption taxes to be regressive. It also encourages the upper class to reinvest their capital as opposed to spending it. As the rich tend to travel, this may have a limited effect for goods that easily cross borders.

Tourist Tax
Taxes that target tourists such as hotel taxes and departure taxes that are applied to departing flights. This may be designed to reduce overtourism and to have tourists pay their share for public services and infrastructure. Reduces the competitiveness of a tourist destination.

Tariff
A tariff is an tax applied to imports into a nation. This is usually paid by producers or supply chain intermediaries such that it is an indirect tax. A tariff is used to implement a policy of protectionism and are reduced or eliminated by free trade agreements. A tariff can also produce significant revenue and resembles a hidden consumption tax.

Wealth Tax
A wealth tax, or capital tax, is a tax on the net wealth of an individual. These are usually progressive and often grant a complete exemption to individuals below a certain net worth. A wealth tax is complex to calculate and administer as the value of assets can change with no certain market value. A wealth tax tends to cause capital flight. Wealth taxes can represent a high burden for retired individuals.

Inheritance Tax
A tax on money received from an inheritance. These are extremely unpopular as they often require the sale of property that has been inherited in order to pay the taxes on it. As such, there is often a exemption for an inheritance below a certain value. Do to their unpopular status, many nations do not have an inheritance tax.

Estate Tax
A tax on the estate of a person who has died. Just as unpopular as the inheritance tax. The inheritance and estate tax often do not apply to a surviving spouse†.

Gift Tax
A tax on transferring assets to another person such as cash, property or stocks. These are usually a backstop to estate and inheritance taxes as a gift is a popular method to reduce these obligations.

Property Tax
A tax on a property based on its appraised value. If this tax becomes overly burdensome, properties may be abandoned. In some cases, property taxes differentiate between a primary residence and an investment property. Property taxes may also differentiate between foreign and local owners as a means to discourage foreign purchases that drive up prices and leave properties abandoned.

Land Transfer Tax
Taxes applied to the value of a real estate transaction. Discourages house flipping. This can also discourage home ownership creating social instability.

Stamp Duty
A stamp duty is a tax that is levied on documents related to things such as legal contracts and registration of land, marriages and businesses.

Transaction Tax
A tax on financial transactions such as stock trades or currency exchange. Typically meant to prevent speculative trading or automated trading such as high-frequency trading. This can decrease the liquidity and efficiency of markets.

Registration Fees
Fees for mandatory government registration services related to businesses, professions, activities, events, equipment and property.

Service Fees
Fees for the use of public services such as a fee for a highway or medical treatment.

Social Insurance
Mandatory fees for medical insurance, pension, unemployment insurance, disability insurance and other social programs.

Payroll Taxes
Taxes that employers and employees pay, usually as a percentage of total income. These include social insurance and a variety of special taxes for employers based on each employee’s salary. Payroll taxes represent a disincentive to employ people.

Self Employment Taxes
A tax on self-employed individuals that mirrors payroll taxes. These can represent an administrative and financial burden that heavily discourages entrepreneurship.

Corporate Taxes
Taxes on the income and/or capital of a corporation or similar legal entity. These are often double taxed such that accumulated earnings are taxed again when paid out to the owners as dividends or capital gains. Where this double taxation is overly burdensome there is low incentive for putting capital to work, risk taking and entrepreneurship.

Gross Receipts Tax
A tax on the revenue of a business. This resembles an excise tax or sales tax that may simply be passed to the consumer. A gross receipts tax is often used by a jurisdiction that has trouble collecting taxes from large multinational corporations. In some cases, a gross receipts tax targets a particular industry. A gross receipts tax is difficult for entrepreneurs who may be operating a business at a loss such that they are paying taxes while losing money. As such, it has a negative effect on small business, risk taking and may increase consumer prices. Yet another problem is that they are burdensome for low margin industries and during a recession when earnings may be negative.

Surtax
An additional tax based on how much tax you have paid. Often used to fund a government program such as healthcare. A surtax is often progressive. For example, it may only be applied to individuals with a reasonably high income.

Sin Taxes
Taxes on products and services that a government views as unhealthy or problematic such as alcohol, tobacco, soft drinks, fast food and gambling. These are criticized as being paternalistic whereby a government feels a need to discourage certain lifestyles. Where a government provides public healthcare, sin taxes may be a partial recovery of the healthcare costs produced by an unhealthy product. Sin taxes are regressive as they can represent a significant cost for low income individuals.

Pigovian Tax
A tax on products and services that generate economic bads such as pollution. For example, a tax on gasoline and gasoline burning vehicles. This is a way to partially recoup the costs to society of economic bads. A pigovian tax creates incentives for innovations that reduce pollution and other economic bads.

Excise Taxes
Taxes on specific goods that are charged to the producer that passes along the cost to consumers. These are often sin taxes, pigovian taxes or luxury taxes.

Inflation Tax
An inflation tax is the inflation that is created by a monetary authority expanding the money supply. For example, a government may effectively “print” money to pay for expenditures and to service debt. A small amount of inflation encourages individuals to invest their money in order to preserve its value and can be viewed as creating positive economic incentives. High rates of inflation can damage an economy and lead to economic problems up to including hyperinflation whereby normal economic functions completely break down. An inflation tax is not a true tax but has similar costs.

Capital Gains Tax
A tax on positive gains on the sale of an asset generally defined as the difference between the purchase and selling price. These create disincentives to invest or to sell an asset such as your home. Capital gains taxes can also create double taxation. For example, a corporation pays taxes on its income but then investors are also taxed on the appreciation in stock price that occurs due to this income. Another problem with capital gains taxes is that a “gain” may simply be the result of inflation.

Exit Tax
An exit tax, or expatriation tax, is a tax on an individual who ceases to reside in a country. This often takes the form of a capital gains tax whereby all an individual’s assets are considered sold when they leave the country. An exit tax is particularly hard on foreign workers who may accept a position abroad only to find that they are taxed on all their worldwide assets when they want to leave. This can also become a double tax as the assets aren’t actually sold such that they will likely be taxed again when they are sold. Exit taxes may be applied in nations with oppressive tax regimes that experience significant capital flight.

Dividend Tax
A tax on dividends received by shareholders. Often represents a type of double taxation. Creates disincentives to invest and for companies to payout earnings.

Learn More
Opportunity Cost Jonathan Poland

Opportunity Cost

Opportunity cost is the value of the next best alternative that is given up as a result of making a…

Lobbying Jonathan Poland

Lobbying

Vertical integration is when a single company owns multiple levels or all of its supply chain.

Business Impact Risk Jonathan Poland

Business Impact Risk

Business impact risk refers to the potential negative consequences that a business may face as a result of certain events…

Operational Efficiency Jonathan Poland

Operational Efficiency

Operational efficiency can be defined as the ratio between the inputs to run a business and the output gained from the business. It is primarily a metric that measures the efficiency of profit earned as a function of operating costs.

The Fundamentals of Business Mastery Jonathan Poland

The Fundamentals of Business Mastery

Overview Business comes down to just two areas: investments and deliverables. Leaders make investments in people, products that are delivered…

Organization 101 Jonathan Poland

Organization 101

A business organization is a group of individuals or entities that come together to pursue a common business goal or…

Disruption Strategy Jonathan Poland

Disruption Strategy

A distribution strategy outlines how a company plans to make its products or services available to customers. This includes not…

Venture Capital Jonathan Poland

Venture Capital

Venture capital is a type of private equity financing that is provided to early-stage, high-risk, high-potential companies. Venture capital is…

Customer Persona Jonathan Poland

Customer Persona

A customer persona is a fictional character that represents a specific type of customer that an organization is targeting with…

Content Database

Search over 1,000 posts on topics across
business, finance, and capital markets.

Market Forces Jonathan Poland

Market Forces

The interaction that shapes a market economy. Market forces are the factors that determine the supply and demand for a…

Business Process Reengineering Jonathan Poland

Business Process Reengineering

Business process reengineering, or BPR, involves examining and redesigning current business processes and workflows to achieve greater efficiency, cost-effectiveness, and…

Total Addressable Market Jonathan Poland

Total Addressable Market

A total addressable market (TAM) is the total potential revenue that a company can generate from its products or services…

Specifications Jonathan Poland

Specifications

A specification is a detailed description of the requirements or procedures that are necessary to implement or carry out a…

Risk Culture Jonathan Poland

Risk Culture

Risk culture refers to the values, attitudes, and behaviors related to risk management that are inherent in the culture of…

Types of Infrastructure Jonathan Poland

Types of Infrastructure

In an industrial economy, the production of tangible goods and infrastructure plays a central role. This type of economy has…

Pricing Power Jonathan Poland

Pricing Power

Pricing power refers to a company’s ability to increase prices without significantly impacting demand for their products or services. This…

Praxeology Jonathan Poland

Praxeology

Praxeology is the study of human action, particularly as it pertains to decision-making and the pursuit of goals. The term…

What is the Broken Window Fallacy? Jonathan Poland

What is the Broken Window Fallacy?

The broken window fallacy refers to the idea that the economic benefits of destructive events, such as wars and natural…