QSBS (Qualified Small Business Stock)
定義
QSBS is stock in a US C-corporation that, when held long enough, lets the shareholder exclude most or all of the capital gains from federal tax at sale. It comes from Section 1202 of the US tax code and is one of the largest tax breaks available to startup founders and early employees.
資金調達における位置づけ
Founders think about QSBS at two moments: at incorporation and at exit. Forming as a C-corp early and holding shares long enough can make a large slice of an acquisition or secondary sale federally tax-free.
よくある質問
What are the main QSBS requirements?
The company must be a US C-corp with aggregate gross assets at or below the statutory ceiling ($50M for stock acquired on or before July 4, 2025; $75M after), running an active qualified business (professional-services firms like law, health, and consulting do not qualify). You must acquire the stock at original issuance and hold it for the required period.
How much gain can QSBS exclude?
For stock acquired on or before July 4, 2025, up to the greater of $10M or 10x your cost basis per company, fully federal-tax-free after a five-year hold. The 2025 OBBBA raised the cap to $15M and added a tiered exclusion of 50% at three years, 75% at four, and 100% at five for stock acquired after that date.
Why does QSBS push founders toward a C-corp?
QSBS only applies to C-corporation stock, so founders who might otherwise choose an LLC often incorporate as a Delaware C-corp early to start the clock and preserve the exclusion.