Dictionary

Qualified small business stock (QSBS)

“Shares in an eligible US C corporation that can let holders pay little or no federal tax on their gain, if strict size and holding-period rules are met. Qualified small business stock (QSBS) must generally be acquired directly from the company, not bought from another shareholder.”

Why qualified small business stock (QSBS) matters to a first-time founder

QSBS can materially reduce US federal tax on an eligible shareholder’s gain, which may affect founder, employee and investor decisions. Qualification depends on detailed company, issuance, use-of-assets and holding-period rules, so records created now can matter years later.

Examples of qualified small business stock (QSBS)

A founder receives original-issue shares in a qualifying US C corporation when its gross assets are below the statutory limit, then holds them for more than five years. A later gain may be partly or fully excluded federally, subject to the law’s limits and every applicable condition.

Common misunderstanding

QSBS is not a label that every small-company share receives. Secondary purchases generally differ from original issuance, and company size alone is insufficient. Conversions, gifts, redemptions and business activities can affect treatment. State tax rules may also diverge from federal rules.

When to use it

Raise QSBS with qualified US tax and legal advisers before issuing shares, restructuring or selling. Preserve incorporation, asset, cap-table and use-of-funds records. Do not market shares as guaranteed tax-free investments; eligibility and the eventual benefit depend on facts and law.