IRS Issues Final QSB Stock Gain Rollover Regulations
The IRS has issued final regulations relating to the deferral of gain under Section 1045 of the Internal Revenue Code on a partnership's sale of qualified small business ("QSB") stock and a partner's sale of QSB stock distributed by a partnership. The regulations also provide rules for a taxpayer (other than a C corporation) who sells QSB stock and purchases the replacement QSB stock through a partnership. Shortly after issuing these final regulations, the IRS issued corrections.
In general, Section 1045 allows a taxpayer to roll over gain on the sale of QSB stock, and does so under fairly liberal rules. With the reduction in long term capital gains taxes to 15%, the QSB stock rollover benefit under Section 1045 has been the predominent benefit of QSB stock. (From a choice of entity standpoint, this favors C corporations.) This will change if capital gains rates are raised in the future.
