PE 101: Qualified Small Business Stock

A lesser-known advantage of investing in private equity and in particular venture capital funds lies in their ability to purchase Qualified Small Business Stock (QSBS) and take advantage of the subsequent tax benefits. By investing in funds that prioritize purchases of QSBS, limited partners (LPs) can potentially unlock significant tax advantages that can enhance investment returns. In this article, we will explore the advantages for LPs of investing in PE and VC funds that purchase QSBS and some considerations associated with this strategy.

Tax Exemption on Capital Gains:
One of the most significant advantages of investing in VC or PE funds that purchase QSBS is the potential for capital gains tax exemptions under Section 1202 of the Internal Revenue Code when they sell their shares.1 This exemption can be a game-changer for LPs who invest in funds that follow this strategy, leading to substantial tax savings and an improved overall return on the investment.

Qualifying for QSBS tax exemptions:
There are many requirements in order for a company to qualify for QSBS tax exemptions, here are a few of the primary ones.

  1. The company must be a domestic (US-based) C-Corporation in a qualifying industry
  2. The company must be smaller than $50m after the issuance of new shares
  3. The stock must be held for at least 5 years

Many VC investments will satisfy these requirements and investing in VC funds that actively pursue QSBS is one of the best ways to make sure you receive these tax advantages as an LP.2

Long-Term Investment Incentives and Diversification:
QSBS tax benefits are designed to encourage long-term investments in qualifying small businesses, something that VC and PE funds typically already excel at. LPs can leverage the expertise and network of fund managers to access promising startups and small businesses that have the potential for rapid growth while also benefiting from Internal Revenue Code Section 1202. Additionally, QSBS investments tend to be concentrated in early-stage companies or small businesses that operate in niche industries - typically companies that aren't available on public stock markets. By gaining exposure to a diverse set of startups or small businesses, LPs can spread their risk across various sectors, technologies, and management teams.

Considerations (risk, liquidity, and criteria):
Investing in VC or PE funds, including those focused on QSBS, involves inherent risks. Startups and small businesses are often subject to a higher failure rate compared to more established companies, and the illiquid nature of these investments means that LPs may not be able to easily sell their shares or exit their investments. This is part of the reason why selecting a good VC fund manager is so important so you can rely on their years of experience in order to invest in the unfortunately opaque private markets. When considering such funds, LPs should carefully assess their risk tolerance and investment horizon. Additionally, as mentioned earlier, to qualify for QSBS tax benefits, the investee companies must meet specific criteria, including being engaged in an active trade or business, having less than $50 million in gross assets at the time of issuance, and meeting certain industry restrictions. LPs should evaluate the funds' track record in selecting qualifying businesses and the potential impact of any changes in QSBS tax regulations.

Closing thoughts:
Investing in VC or PE funds that purchase QSBS can allow LPs to unlock significant tax advantages while gaining exposure to high-potential startups and small businesses. The potential tax exemption on capital gains, coupled with long-term investment incentives and portfolio diversification benefits can make this investment strategy an attractive option for LPs seeking to maximize returns. However, it is crucial for LPs to carefully evaluate the risks associated with these investments and ensure that the fund managers have a strong track record in selecting qualifying businesses. As always, consulting with tax and financial professionals is recommended to fully understand the implications and suitability of investing in VC or PE funds that purchase QSBS.






Want to chat with the OneFund team? Feel free to schedule a call with our founders!
Chat with our founders