For gains on the sale of stock to qualify for the Section 1202 capital gains tax exclusion, there are two main criteria on a stockholder level, which are (i) how the stock was acquired, (ii) how long the stock has been held, (iii) how the stock was … Read More
Section 1045 states that any "gain from such sale shall be recognized only to the extent that the amount realized on such sale exceeds the cost of any QSBS purchased by the taxpayer during the 60-day period beginning on the date of such sale, reduced by any portion … Read More
Section 1202(h)(4) states "the basis of such stock in the hands of the taxpayer shall in no event be less than the fair market value of the property exchanged", meaning that the property exchanged for QSBS is valued at fair market value (FMV) and not historical cost … Read More
Scenario I: QSBS exchanged for QSBS If QSBS was exchanged for other QSBS under a Section 351 transaction or a Section 368 Reorganization than the built-in gain on the transfer is eligible to be deferred under Section 1045 as well as any gain on the sale of the … Read More
Under IRS Top No. 409 a taxpayer has a capital gain for the amount received over the adjusted basis of their exchanged property. This gain could be short or long-term depending on the holding period. Section 1202 states "the adjusted basis of any property contributed to the … Read More
Not sure if the stock you’re invested in is QSBS, learn more about our QSBS Monitoring Platform The IRC Section 1202 does not explicitly address transfers to trusts, but it can be implied that if the QSBS transfer is considered donative the QSBS will maintain its holding period … Read More
Partnerships can elect the Section 1045 rollover, but there are some nuances between various situations in terms of who has the authority to purchase replacement QSBS. The IRS has laid out detailed guidelines over the treatment of the Section 1045 rollover for partnerships. The guidelines are summarized … Read More
Section 1202(f) states "If any stock in a corporation is acquired solely through the conversion of other stock in such corporation which is qualified small business stock in the hands of the taxpayer then (1) the stock so acquired shall be treated as qualified small business stock … Read More
A Section 368 tax-free E reorganization or recapitalization can involve various structures, but the most commonly used structure for QSBS is a stock for stock exchange or assets for stock exchange. The tax-free reorganization will defer any gains recognized at the time of the sale until the … Read More
Under Section 1202(h)(4) the holder of QSBS can exchange their stock for other QSBS or non-QSBS stock when electing Section 351(a). Section 351(a) allows the holder to conduct a tax-free transaction, exchanging either corporate stock or property. Immediately after the exchange, the company issuing new stock in … Read More