Section 1202, or “The Small Business Stock Gains Exclusion”, provides a 100% tax exclusion for Qualified Small Business Stock. If you invest in early-stage companies and aren’t familiar with Section 1202, check in with your tax advisor. Being able to exclude 100% of the gain on a stock sale for cash is virtually unmatched anywhere in the tax code.
Section 1202 was originally part of the Revenue Reconciliation Act of 1993, which aimed to provide relief for investors risking their funds in new ventures and small businesses. It now allows for 100% exclusion of the gains on Qualified Small Business Stock (QSBS), capped at the greater of $10M or 10x the investor’s basis.
What Investments Qualify?
Early-stage startup investments can qualify for the exclusion if they:
- are held for five years
- were made after Sept 28th, 2010
- are in a C-Corporation
“Most early-stage tech companies are considered qualified businesses under Section 1202,” according to CliftonLarsonAllen’s Patrick Smith, “but several types of businesses are not.”
According to Smith, excluded business types include:
- Professional services in health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, or brokerage services
- Banking, insurance, financing, leasing, investing, or similar businesses
- Farming, mining, or natural resources extraction
- Hospitality (hotels, motels, restaurants, or similar businesses)
What Is Qualified Small Business Stock (QSBS)?
Section 1202 (PDF) defines “QSBS”:
It is stock in a domestic C-Corporation issued after the date of enactment of the Revenue Reconciliation Act of 1993 (August 10, 1993). It must be acquired by the individual taxpayer (or a pass-through entity, but not a corporation) at the original date of issue (not in a secondary offering) in exchange for money, property (excluding stock), or as compensation for services.
The business must:
- have assets <$50 million at the time of the equity issuance and immediately thereafter (including cash received from the issuance)
- be an active business for the duration of the investment
Utilizing the Exclusion
When making investments, investors may want to consider investment groups or funds that have a process to take advantage of the 1202 exclusion.
“QSBS is a very powerful tax benefit that incentivizes private investment into startups,” said Mike Schulte, senior analyst at Great North Labs, “However, there are potential mishaps in structuring and documenting a transaction that can inadvertently ruin compliance. Convertible instruments, entity selection/conversion, and financial reporting are just some of the issues to understand and watch out for. It is important for issuers, investors, and each of their service providers to cooperate to ensure 1202 compliance.”
—————————————————————————————————
NOTE: This article is not intended to provide tax advice. Consult your tax accountant or tax attorney.
This post is a distillation of a longer post I published in the Angel Capital Association’s “Angel Insights Blog” here.
June Newsletter
Demystifying Startup HR
Head of Finance & Fund Administration- Venture Capital Firm (Remote)
Demystifying Startup HR
3 Portfolio Companies Make Inc. 5000 + Quicklly & Instacart Expand
3 Portfolio Companies Ranked on The Inc. 5000 List
iraLogix closes $22M + Branch expands with Uber
iraLogix closes $22M Series C
Flywheel lands Gates Foundation grant
Venture Capital Analyst
Orazio Buzza, Founder and CEO of Fooda – on Episode 13, “Execution is King”
$40M Fund II Raised!
Eric Martell, Founder of Pear Commerce: Episode 13, Execution is King
Great North Ventures Raises $40 Million Fund II
Investment Thesis: Fund II Strategy
Investment Theme: Community-Driven Applications
Investment Theme: Digital Transformation Through AI
Investment Theme: Solving Labor Problems
Trends in the Gig Economy + Work in the Metaverse
Portfolio raises $125M + talking fundraising with Branch CEO
Omnia Fishing closes $4M round, joins Great North portfolio!
Atif Siddiqi, Founder/CEO of Branch: Episode 11, Execution is King
Michael Martocci, CEO and Founder of SwagUp: Episode 10, Execution is King
Yardstik new to portfolio, closes $8M Series A
First venture studio startup comes out of stealth!
Insights for founders from a data guru, + FactoryFix raises a Series A!
Una Fox: Episode 9, Execution is King
Start With a Mobile App, Not a Website
2ndKitchen acquired by SoftBank-backed REEF + advice from an early Googler
Joe Sriver, 4giving: Episode 8, Execution is King
2ndKitchen Acquired by REEF
Venture studio startup jobs + advice for founders from founders
Best Advice from the Great North Annual Event: Episode 7, Execution is King
Newsletter: Do you fit our investing themes?
Jonathan Treble, PrintWithMe: Episode 6, Execution is King
Anna Mason, Revolution: Episode 5, Execution is King
Mynul Khan, FieldNation: Episode 4, Execution is King
Nick Moran, New Stack Ventures: Episode 3, Execution is King
Molly Pyle, Center on Rural Innovation (CORI): Episode 2, Execution is King
Justin Kaufenberg, Rally Ventures: Execution is King Episode 1
Newsletter: “Podcast Launched: Execution is King!”
“Execution is King” – the Great North Ventures Podcast
Newsletter: Fund II is open for business!
Unlocking the Potential of Anonymized Commercial Real Estate (CRE) Data
Fund II is open for Business!
Mike Schulte Promoted to Venture Partner
New Name + New Venture Studio
Great North Launches Startup Studio
We Don’t Need No [full-time MBA] Education
How the University of Minnesota is Embracing Startup Culture
Top Stories of 2020, iraLogix, and LaunchMN Calls for Mentors
Building Capacity for Innovation
Seizing Opportunity in a Recession, Allergy Amulet, and Twin Cities Startup Week
Recessionary times, a record-setting IPO, and Minnesota’s Resilient Startups
Minnesota's Resilient Startups
July 4th, Equitable American Dream-ing, and Robots Diagnosing COVID
Jumpstart, the Startup School, and Branch Wins a Webby!
COVID-19 Trends, the Great North response, and our Founders Survey
Giving in the Time of Coronavirus
COVID-19 Resources for Startups, State-by-State
COVID-19, the CARES Act, and startups stepping up
New Business Preservation Act
Digital Future Boardroom, PartySlate, and The Lean Startup School
Great North Labs’s Startup Summit 2020
Great North Labs's Startup Summit 2020
World Economic Forum, NoiseAware, and the Startup School reboot
Great North Labs at the World Economic Forum 2020 in Davos
Top 5 Stories of 2019
Taking the Founders Pledge, Inhabitr, and gBETA Pitch Night
Founders Pledge: Support the Organizations that Support You
BETA Showcase, Greater MN, and Launch MN comes to St. Cloud
7 Places to Spot Us at Startup Week
The Greater MN Meetup, Parallax, and Exponential Medicine
Greater MN at the big show, Neela Mollgaard heads Launch MN, and Misty’s roadtrip.
Talking VC, tech kids, and Forge North’s Horizon
June: Great North Labs’s first fund raised!
May: Innovation Ecosystems, SingularityU Kickoff, and PrintWithMe
April: Minnebar Recap, ZenLord Pro, and Supporting Entrepreneurs
MinneBar 14 Recap
Dispatch and 2ndKitchen claim Tech Madness titles
Minnesota Innovation Collaborative
March: Minnebar, Hockey + Hustlers, and Innovation Workshops
Great North Labs at CES
Dec.-Jan.: Top Posts from 2018, pepr, Glowe, and Misty Robotics
Carried Interest: Top Posts from 2018
Oct.-Nov.: Singularity University, Exponential Tech, and the State of Innovation
July: Pitchly, ForwardFest, and Where to Invest in the Midwest
Digital Transformation Summit, July 25th in Minneapolis
June: Silicon Lakes, FactoryFix, and the Digital Transformation Summit
Putting the “Silicon” in Silicon Lakes
Digital Manufacturing and Logistics
May: Team Genius, IoT, and the Future of Everything
IoT 3.0
Healthcare Innovation
March: Exponential Tech, the “Goldilocks Zone”, and Minnebar 13
February: Team Expansion, Dispatch, and Startup School Events
Great North Labs Newsletter – December 2017
A Letter To My Younger Self
Great North Labs Newsletter
Great North Labs Featured on Tech.mn
Great North Labs Featured in St Cloud Times
Great North Labs – Featured on BizJournals.com
