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Internal Revenue Code · 26 U.S.C.

§ 1202. Partial exclusion for gain from certain small business stock

In force Text current through Public Law 119-121 (October 9, 2026) release point 119-121

Official text, no changes From the Office of the Law Revision Counsel, release point 119-121 (current through Public Law 119-121 (October 9, 2026)). Compare it with the official text at uscode.house.gov (external site).

Cite as 26 U.S.C. § 1202

At a glance

Read from the text, the source credit and the official notes. Not part of the law.

Status
In force
Added
August 10, 1993 by Pub. L. 103–66
Last amended
July 4, 2025 by Pub. L. 119–21
Amendments
11 dated changes in the source credit
Length
11 subsections · 4,338 words · about 19 min to read
Defines
10 terms
Cross-references
cites 16; cited by 14 Code sections and 26 other regulations
Regulations
3 issued under this section
(a) Exclusion
(1) In general In the case of a taxpayer other than a corporation, gross income shall not include—
(A) except as provided in paragraphs (3) and (4), 50 percent of any gain from the sale or exchange of qualified small business stock acquired on or before the applicable date and held for more than 5 years, and
(B) the applicable percentage of any gain from the sale or exchange of qualified small business stock acquired after the applicable date and held for at least 3 years.
(2) Empowerment zone businesses
(A) In general

In the case of qualified small business stock acquired after the date of the enactment of this paragraph in a corporation which is a qualified business entity (as defined in section 1397C(b)) during substantially all of the taxpayer’s holding period for such stock, paragraph (1) shall be applied by substituting “60 percent” for “50 percent”.

(B) Certain rules to apply

Rules similar to the rules of paragraphs (5) and (7) of section 1400B(b) (as in effect before its repeal) shall apply for purposes of this paragraph.

(C) Gain after 2018 not qualified

Subparagraph (A) shall not apply to gain attributable to periods after December 31, 2018.

(D) Treatment of DC zone

The District of Columbia Enterprise Zone shall not be treated as an empowerment zone for purposes of this paragraph.

(3) Special rules for 2009 and certain periods in 2010 In the case of qualified small business stock acquired after the date of the enactment of this paragraph and on or before the date of the enactment of the Creating Small Business Jobs Act of 2010—
(A) paragraph (1)(A) shall be applied by substituting “75 percent” for “50 percent”, and
(B) paragraph (2) shall not apply.
In the case of any stock which would be described in the preceding sentence (but for this sentence), the acquisition date for purposes of this subsection shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.
(4) 100 percent exclusion for stock acquired during certain periods in 2010 and thereafter In the case of qualified small business stock acquired after the date of the enactment of the Creating Small Business Jobs Act of 2010 and on or before the applicable date—
(A) paragraph (1)(A) shall be applied by substituting “100 percent” for “50 percent”,11 So in original. The comma probably should be followed by “and”.
(B) paragraph (2) shall not apply.
In the case of any stock which would be described in the preceding sentence (but for this sentence), the acquisition date for purposes of this subsection shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.
(5) Applicable percentage

The applicable percentage under paragraph (1) shall be determined under the following table:

Years stock held:

Applicable

percentage:

3 years

50%

4 years

75%

5 years or more

100%

(6) Applicable date; acquisition date For purposes of this section—
(A) Applicable date

The term “applicable date” means the date of the enactment of this paragraph.

(B) Acquisition date

In the case of any stock which would (but for this paragraph) be treated as having been acquired before, on, or after the applicable date, whichever is applicable, the acquisition date for purposes of this section shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.

(b) Per-issuer limitation on taxpayer’s eligible gain
(1) In general If the taxpayer has eligible gain for the taxable year from 1 or more dispositions of stock issued by any corporation, the aggregate amount of such gain from dispositions of stock issued by such corporation which may be taken into account under subsection (a) for the taxable year shall not exceed the greater of—
(A) the applicable dollar limit for the taxable year, or
(B) 10 times the aggregate adjusted bases of qualified small business stock issued by such corporation and disposed of by the taxpayer during the taxable year.
For purposes of subparagraph (B), the adjusted basis of any stock shall be determined without regard to any addition to basis after the date on which such stock was originally issued.
(2) Eligible gain

For purposes of this subsection, the term “eligible gain” means any gain from the sale or exchange of qualified small business stock held for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date).

(3) Treatment of married individuals
(A) Separate returns In the case of a separate return by a married individual for any taxable year—
(i) paragraph (4)(A) shall be applied by substituting “$5,000,000” for “$10,000,000”, and
(ii) paragraph (4)(B) shall be applied by substituting one-half of the dollar amount in effect under such paragraph for the taxable year for the amount so in effect.
(B) Allocation of exclusion

In the case of any joint return, the amount of gain taken into account under subsection (a) shall be allocated equally between the spouses for purposes of applying this subsection to subsequent taxable years.

(C) Marital status

For purposes of this subsection, marital status shall be determined under section 7703.

(4) 22 So in original. There are two pars. (4). Applicable dollar limit For purposes of paragraph (1)(A), the applicable dollar limit for any taxable year with respect to eligible gain from 1 or more dispositions by a taxpayer of qualified business stock of a corporation is—
(A) if such stock was acquired by the taxpayer on or before the applicable date, $10,000,000, reduced by the aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer before, on, or after the applicable date, and
(B) if such stock was acquired by the taxpayer after the applicable date, $15,000,000, reduced by the sum of—
(i) the aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer before, on, or after the applicable date, plus
(ii) the aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for the taxable year and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer on or before the applicable date.
(5) Inflation adjustment
(A) In general In the case of any taxable year beginning after 2026, the $15,000,000 amount in paragraph (4)(B) shall be increased by an amount equal to—
(i) such dollar amount, multiplied by
(ii) the cost-of-living adjustment determined under section 1(f)(3) for the calendar year in which the taxable year begins, determined by substituting “calendar year 2025” for “calendar year 2016” in subparagraph (A)(ii) thereof.
If any increase under this subparagraph is not a multiple of $10,000, such increase shall be rounded to the nearest multiple of $10,000.
(B) No increase once limit reached

If, for any taxable year, the eligible gain attributable to dispositions of stock issued by a corporation and acquired by the taxpayer after the applicable date exceeds the applicable dollar limit, then notwithstanding any increase under subparagraph (A) for any subsequent taxable year, the applicable dollar limit for such subsequent taxable year shall be zero.

(4) 2 Inflation adjustment In the case of any taxable year beginning after 2026, the $75,000,000 amounts in paragraphs (1)(A) and (1)(B) shall each be increased by an amount equal to—
(A) such dollar amount, multiplied by
(B) the cost-of-living adjustment determined under section 1(f)(3) for the calendar year in which the taxable year begins, determined by substituting “calendar year 2025” for “calendar year 2016” in subparagraph (A)(ii) thereof.
If any increase under this paragraph is not a multiple of $10,000, such increase shall be rounded to the nearest multiple of $10,000.
(c) Qualified small business stock For purposes of this section—
(1) In general Except as otherwise provided in this section, the term “qualified small business stock” means any stock in a C corporation which is originally issued after the date of the enactment of the Revenue Reconciliation Act of 1993, if—
(A) as of the date of issuance, such corporation is a qualified small business, and
(B) except as provided in subsections (f) and (h), such stock is acquired by the taxpayer at its original issue (directly or through an underwriter)—
(i) in exchange for money or other property (not including stock), or
(ii) as compensation for services provided to such corporation (other than services performed as an underwriter of such stock).
(2) Active business requirement; etc.
(A) In general

Stock in a corporation shall not be treated as qualified small business stock unless, during substantially all of the taxpayer’s holding period for such stock, such corporation meets the active business requirements of subsection (e) and such corporation is a C corporation.

(B) Special rule for certain small business investment companies
(i) Waiver of active business requirement

Notwithstanding any provision of subsection (e), a corporation shall be treated as meeting the active business requirements of such subsection for any period during which such corporation qualifies as a specialized small business investment company.

(ii) Specialized small business investment company

For purposes of clause (i), the term “specialized small business investment company” means any eligible corporation (as defined in subsection (e)(4)) which is licensed to operate under section 301(d) of the Small Business Investment Act of 1958 (as in effect on May 13, 1993).

(3) Certain purchases by corporation of its own stock
(A) Redemptions from taxpayer or related person

Stock acquired by the taxpayer shall not be treated as qualified small business stock if, at any time during the 4-year period beginning on the date 2 years before the issuance of such stock, the corporation issuing such stock purchased (directly or indirectly) any of its stock from the taxpayer or from a person related (within the meaning of section 267(b) or 707(b)) to the taxpayer.

(B) Significant redemptions

Stock issued by a corporation shall not be treated as qualified business stock if, during the 2-year period beginning on the date 1 year before the issuance of such stock, such corporation made 1 or more purchases of its stock with an aggregate value (as of the time of the respective purchases) exceeding 5 percent of the aggregate value of all of its stock as of the beginning of such 2-year period.

(C) Treatment of certain transactions

If any transaction is treated under section 304(a) as a distribution in redemption of the stock of any corporation, for purposes of subparagraphs (A) and (B), such corporation shall be treated as purchasing an amount of its stock equal to the amount treated as such a distribution under section 304(a).

(d) Qualified small business For purposes of this section—
(1) In general The term “qualified small business” means any domestic corporation which is a C corporation if—
(A) the aggregate gross assets of such corporation (or any predecessor thereof) at all times on or after the date of the enactment of the Revenue Reconciliation Act of 1993 and before the issuance did not exceed $75,000,000,
(B) the aggregate gross assets of such corporation immediately after the issuance (determined by taking into account amounts received in the issuance) do not exceed $75,000,000, and
(C) such corporation agrees to submit such reports to the Secretary and to shareholders as the Secretary may require to carry out the purposes of this section.
(2) Aggregate gross assets
(A) In general

For purposes of paragraph (1), the term “aggregate gross assets” means the amount of cash and the aggregate adjusted bases of other property held by the corporation.

(B) Treatment of contributed property

For purposes of subparagraph (A), the adjusted basis of any property contributed to the corporation (or other property with a basis determined in whole or in part by reference to the adjusted basis of property so contributed) shall be determined as if the basis of the property contributed to the corporation (immediately after such contribution) were equal to its fair market value as of the time of such contribution.

(3) Aggregation rules
(A) In general

All corporations which are members of the same parent-subsidiary controlled group shall be treated as 1 corporation for purposes of this subsection.

(B) Parent-subsidiary controlled group For purposes of subparagraph (A), the term “parent-subsidiary controlled group” means any controlled group of corporations as defined in section 1563(a)(1), except that—
(i) “more than 50 percent” shall be substituted for “at least 80 percent” each place it appears in section 1563(a)(1), and
(ii) section 1563(a)(4) shall not apply.
(e) Active business requirement
(1) In general For purposes of subsection (c)(2), the requirements of this subsection are met by a corporation for any period if during such period—
(A) at least 80 percent (by value) of the assets of such corporation are used by such corporation in the active conduct of 1 or more qualified trades or businesses, and
(B) such corporation is an eligible corporation.
(2) Special rule for certain activities For purposes of paragraph (1), if, in connection with any future qualified trade or business, a corporation is engaged in—
(A) start-up activities described in section 195(c)(1)(A),
(B) activities resulting in the payment or incurring of expenditures which are treated as foreign research or experimental expenditures under section 174 or domestic research or experimental expenditures under section 174A, or
(C) activities with respect to in-house research expenses described in section 41(b)(4),
assets used in such activities shall be treated as used in the active conduct of a qualified trade or business. Any determination under this paragraph shall be made without regard to whether a corporation has any gross income from such activities at the time of the determination.
(3) Qualified trade or business For purposes of this subsection, the term “qualified trade or business” means any trade or business other than—
(A) any trade or business involving the performance of services in the fields of health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, brokerage services, or any trade or business where the principal asset of such trade or business is the reputation or skill of 1 or more of its employees,
(B) any banking, insurance, financing, leasing, investing, or similar business,
(C) any farming business (including the business of raising or harvesting trees),
(D) any business involving the production or extraction of products of a character with respect to which a deduction is allowable under section 613 or 613A, and
(E) any business of operating a hotel, motel, restaurant, or similar business.
(4) Eligible corporation For purposes of this subsection, the term “eligible corporation” means any domestic corporation; except that such term shall not include—
(A) a DISC or former DISC,
(B) a regulated investment company, real estate investment trust, or REMIC, and
(C) a cooperative.
(5) Stock in other corporations
(A) Look-thru in case of subsidiaries

For purposes of this subsection, stock and debt in any subsidiary corporation shall be disregarded and the parent corporation shall be deemed to own its ratable share of the subsidiary’s assets, and to conduct its ratable share of the subsidiary’s activities.

(B) Portfolio stock or securities

A corporation shall be treated as failing to meet the requirements of paragraph (1) for any period during which more than 10 percent of the value of its assets (in excess of liabilities) consists of stock or securities in other corporations which are not subsidiaries of such corporation (other than assets described in paragraph (6)).

(C) Subsidiary

For purposes of this paragraph, a corporation shall be considered a subsidiary if the parent owns more than 50 percent of the combined voting power of all classes of stock entitled to vote, or more than 50 percent in value of all outstanding stock, of such corporation.

(6) Working capital For purposes of paragraph (1)(A), any assets which—
(A) are held as a part of the reasonably required working capital needs of a qualified trade or business of the corporation, or
(B) are held for investment and are reasonably expected to be used within 2 years to finance research and experimentation in a qualified trade or business or increases in working capital needs of a qualified trade or business,
shall be treated as used in the active conduct of a qualified trade or business. For periods after the corporation has been in existence for at least 2 years, in no event may more than 50 percent of the assets of the corporation qualify as used in the active conduct of a qualified trade or business by reason of this paragraph.
(7) Maximum real estate holdings

A corporation shall not be treated as meeting the requirements of paragraph (1) for any period during which more than 10 percent of the total value of its assets consists of real property which is not used in the active conduct of a qualified trade or business. For purposes of the preceding sentence, the ownership of, dealing in, or renting of real property shall not be treated as the active conduct of a qualified trade or business.

(8) Computer software royalties

For purposes of paragraph (1), rights to computer software which produces active business computer software royalties (within the meaning of section 543(d)(1)) shall be treated as an asset used in the active conduct of a trade or business.

(f) Stock acquired on conversion of other stock If any stock in a corporation is acquired solely through the conversion of other stock in such corporation which is qualified small business stock in the hands of the taxpayer—
(1) the stock so acquired shall be treated as qualified small business stock in the hands of the taxpayer, and
(2) the stock so acquired shall be treated as having been held during the period during which the converted stock was held.
(g) Treatment of pass-thru entities
(1) In general If any amount included in gross income by reason of holding an interest in a pass-thru entity meets the requirements of paragraph (2)—
(A) such amount shall be treated as gain described in subsection (a), and
(B) for purposes of applying subsection (b), such amount shall be treated as gain from a disposition of stock in the corporation issuing the stock disposed of by the pass-thru entity and the taxpayer’s proportionate share of the adjusted basis of the pass-thru entity in such stock shall be taken into account.
(2) Requirements An amount meets the requirements of this paragraph if—
(A) such amount is attributable to gain on the sale or exchange by the pass-thru entity of stock which is qualified small business stock in the hands of such entity (determined by treating such entity as an individual) and which was held by such entity for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date), and
(B) such amount is includible in the gross income of the taxpayer by reason of the holding of an interest in such entity which was held by the taxpayer on the date on which such pass-thru entity acquired such stock and at all times thereafter before the disposition of such stock by such pass-thru entity.
(3) Limitation based on interest originally held by taxpayer

Paragraph (1) shall not apply to any amount to the extent such amount exceeds the amount to which paragraph (1) would have applied if such amount were determined by reference to the interest the taxpayer held in the pass-thru entity on the date the qualified small business stock was acquired.

(4) Pass-thru entity For purposes of this subsection, the term “pass-thru entity” means—
(A) any partnership,
(B) any S corporation,
(C) any regulated investment company, and
(D) any common trust fund.
(h) Certain tax-free and other transfers For purposes of this section—
(1) In general In the case of a transfer described in paragraph (2), the transferee shall be treated as—
(A) having acquired such stock in the same manner as the transferor, and
(B) having held such stock during any continuous period immediately preceding the transfer during which it was held (or treated as held under this subsection) by the transferor.
(2) Description of transfers A transfer is described in this subsection if such transfer is—
(A) by gift,
(B) at death, or
(C) from a partnership to a partner of stock with respect to which requirements similar to the requirements of subsection (g) are met at the time of the transfer (without regard to the 5-year holding period requirement).
(3) Certain rules made applicable

Rules similar to the rules of section 1244(d)(2) shall apply for purposes of this section.

(4) Incorporations and reorganizations involving nonqualified stock
(A) In general

In the case of a transaction described in section 351 or a reorganization described in section 368, if qualified small business stock is exchanged for other stock which would not qualify as qualified small business stock but for this subparagraph, such other stock shall be treated as qualified small business stock acquired on the date on which the exchanged stock was acquired.

(B) Limitation

This section shall apply to gain from the sale or exchange of stock treated as qualified small business stock by reason of subparagraph (A) only to the extent of the gain which would have been recognized at the time of the transfer described in subparagraph (A) if section 351 or 368 had not applied at such time. The preceding sentence shall not apply if the stock which is treated as qualified small business stock by reason of subparagraph (A) is issued by a corporation which (as of the time of the transfer described in subparagraph (A)) is a qualified small business.

(C) Successive application

For purposes of this paragraph, stock treated as qualified small business stock under subparagraph (A) shall be so treated for subsequent transactions or reorganizations, except that the limitation of subparagraph (B) shall be applied as of the time of the first transfer to which such limitation applied (determined after the application of the second sentence of subparagraph (B)).

(D) Control test

In the case of a transaction described in section 351, this paragraph shall apply only if, immediately after the transaction, the corporation issuing the stock owns directly or indirectly stock representing control (within the meaning of section 368(c)) of the corporation whose stock was exchanged.

(i) Basis rules For purposes of this section—
(1) Stock exchanged for property In the case where the taxpayer transfers property (other than money or stock) to a corporation in exchange for stock in such corporation—
(A) such stock shall be treated as having been acquired by the taxpayer on the date of such exchange, and
(B) the basis of such stock in the hands of the taxpayer shall in no event be less than the fair market value of the property exchanged.
(2) Treatment of contributions to capital

If the adjusted basis of any qualified small business stock is adjusted by reason of any contribution to capital after the date on which such stock was originally issued, in determining the amount of the adjustment by reason of such contribution, the basis of the contributed property shall in no event be treated as less than its fair market value on the date of the contribution.

(j) Treatment of certain short positions
(1) In general If the taxpayer has an offsetting short position with respect to any qualified small business stock, subsection (a) shall not apply to any gain from the sale or exchange of such stock unless—
(A) such stock was held by the taxpayer for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date) as of the first day on which there was such a short position, and
(B) the taxpayer elects to recognize gain as if such stock were sold on such first day for its fair market value.
(2) Offsetting short position For purposes of paragraph (1), the taxpayer shall be treated as having an offsetting short position with respect to any qualified small business stock if—
(A) the taxpayer has made a short sale of substantially identical property,
(B) the taxpayer has acquired an option to sell substantially identical property at a fixed price, or
(C) to the extent provided in regulations, the taxpayer has entered into any other transaction which substantially reduces the risk of loss from holding such qualified small business stock.
For purposes of the preceding sentence, any reference to the taxpayer shall be treated as including a reference to any person who is related (within the meaning of section 267(b) or 707(b)) to the taxpayer.
(k) Regulations

The Secretary shall prescribe such regulations as may be appropriate to carry out the purposes of this section, including regulations to prevent the avoidance of the purposes of this section through split-ups, shell corporations, partnerships, or otherwise.

(Added Pub. L. 103–66, title XIII, § 13113(a), Aug. 10, 1993, 107 Stat. 422; amended Pub. L. 104–188, title I, § 1621(b)(7), Aug. 20, 1996, 110 Stat. 1867; Pub. L. 106–554, § 1(a)(7) [title I, § 117(a), (b)(2)], Dec. 21, 2000, 114 Stat. 2763, 2763A–604; Pub. L. 108–357, title VIII, § 835(b)(9), Oct. 22, 2004, 118 Stat. 1594; Pub. L. 111–5, div. B, title I, § 1241(a), Feb. 17, 2009, 123 Stat. 342; Pub. L. 111–240, title II, § 2011(a), (b), Sept. 27, 2010, 124 Stat. 2554; Pub. L. 111–312, title VII, §§ 753(b), 760(a), Dec. 17, 2010, 124 Stat. 3321, 3323; Pub. L. 112–240, title III, §§ 324(a), (b), 327(b), Jan. 2, 2013, 126 Stat. 2333, 2334; Pub. L. 113–295, div. A, title I, § 136(a), Dec. 19, 2014, 128 Stat. 4019; Pub. L. 114–113, div. Q, title I, § 126(a), Dec. 18, 2015, 129 Stat. 3054; Pub. L. 115–141, div. U, title IV, § 401(d)(1)(D)(xv), (4)(B)(v), Mar. 23, 2018, 132 Stat. 1208, 1209; Pub. L. 119–21, title VII, §§ 70302(b)(11), 70431(a)(1)–(3), (4)(B), (5), (b)(1)–(3), (c)(1), (2), July 4, 2025, 139 Stat. 192, 240–242.)

Terms defined here

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Regulations under this section

Treasury regulations (26 CFR) issued under § 1202

Cross-references

Computed from the citations in the text of Title 26 and 26 CFR.

This section cites 16 other sections

Cited by 14 Code sections

Cited in 26 regulations not issued under it

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Amendment history

From the source credit and the official notes, newest first.

  1. Amended by Pub. L. 119–21Parts changed in 2025: (a)(1) (a)(3)(A) (a)(4) (a)(4)(A) (a)(4)(C) (a)(5) (a)(6) (b)(1)(A) (b)(2) (b)(3)(A) (b)(4) (b)(5) (d)(1)(A) (e)(2)(B) (g)(2)(A)
  2. Amended by Pub. L. 115–141Parts changed in 2018: (a)(2)(B) (e)(4)(B)
  3. Amended by Pub. L. 114–113Parts changed in 2015: (a)(4)
  4. Amended by Pub. L. 113–295Parts changed in 2014: (a)(4)
  5. Amended by Pub. L. 112–240Parts changed in 2013: (a)(2)(C) (a)(3) (a)(4)
  6. Amended by Pub. L. 111–312Parts changed in 2010: (a)(2)(C) (a)(3) (a)(4)
  7. Amended by Pub. L. 111–240
  8. Amended by Pub. L. 111–5Parts changed in 2009: (a)(3)
  9. Amended by Pub. L. 108–357Parts changed in 2004: (e)(4)(C)
  10. Amended by Pub. L. 106–554Parts changed in 2000: (a)
  11. Amended by Pub. L. 104–188Parts changed in 1996: (e)(4)(C)
  12. Added by Pub. L. 103–66

Where it sits in the Code

  1. Subtitle A Income Taxes
  2. Chapter 1 NORMAL TAXES AND SURTAXES
  3. Subchapter P Capital Gains and Losses
  4. Part I TREATMENT OF CAPITAL GAINS

Nearby sections

  • § 1201 Repealed
  • § 1202 Partial exclusion for gain from certain small business stock

Official notes

Show the Law Revision Counsel's notes (amendments, effective dates)

Editorial Notes

References in Text

The date of the enactment of this paragraph, referred to in subsec. (a)(2)(A), is the date of enactment of Pub. L. 106–554, which was approved Dec. 21, 2000.

Section 1400B(b), referred to in subsec. (a)(2)(B), was repealed by Pub. L. 115–141, div. U, title IV, § 401(d)(4)(A), Mar. 23, 2018, 132 Stat. 1209.

The date of the enactment of this paragraph, referred to in subsec. (a)(3), is the date of enactment of Pub. L. 111–5, which was approved Feb. 17, 2009.

The date of the enactment of the Creating Small Business Jobs Act of 2010, referred to in subsec. (a)(3), (4), is the date of enactment of Pub. L. 111–240, which was approved Sept. 27, 2010.

The date of the enactment of this paragraph, referred to in subsec. (a)(6)(A), is the date of enactment of Pub. L. 119–21, which was approved July 4, 2025.

The date of the enactment of the Revenue Reconciliation Act of 1993, referred to in subsecs. (c)(1) and (d)(1)(A), is the date of enactment of Pub. L. 103–66, which was approved Aug. 10, 1993.

Section 301(d) of the Small Business Investment Act of 1958, referred to in subsec. (c)(2)(B)(ii), was classified to section 681(d) of Title 15, Commerce and Trade, prior to repeal by Pub. L. 104–208, div. D, title II, § 208(b)(3)(A), Sept. 30, 1996, 110 Stat. 3009–742.

Prior Provisions

A prior section 1202, acts Aug. 16, 1954, ch. 736, 68A Stat. 320; Oct. 4, 1976, Pub. L. 94–455, title XIX, § 1901(b)(33)(M), 90 Stat. 1802; Nov. 6, 1978, Pub. L. 95–600, title IV, § 402(a), 92 Stat. 2867; Apr. 1, 1980, Pub. L. 96–222, title I, § 104(a)(2)(A), 94 Stat. 214, authorized deduction for capital gains, prior to repeal by Pub. L. 99–514, title III, § 301(a), (c), Oct. 22, 1986, 100 Stat. 2216, 2218, applicable to taxable years beginning after Dec. 31, 1986.

Amendments

2025—Subsec. (a)(1). Pub. L. 119–21, § 70431(a)(1), amended par. (1) generally. Prior to amendment, text read as follows: “In the case of a taxpayer other than a corporation, gross income shall not include 50 percent of any gain from the sale or exchange of qualified small business stock held for more than 5 years.”

Subsec. (a)(3)(A). Pub. L. 119–21, § 70431(a)(5)(A), substituted “paragraph (1)(A)” for “paragraph (1)”.

Subsec. (a)(4). Pub. L. 119–21, § 70431(a)(5)(B), which directed amendment of par. (4)(A) of subsec. (a) by inserting “and on or before the applicable date” after “2010”, was executed by making the insertion in introductory provisions of par. (4) to reflect the probable intent of Congress.

Subsec. (a)(4)(A). Pub. L. 119–21, § 70431(a)(5)(A), substituted “paragraph (1)(A)” for “paragraph (1)”.

Subsec. (a)(4)(C). Pub. L. 119–21, § 70431(a)(4)(B), struck out subpar. (C) which read as follows: “paragraph (7) of section 57(a) shall not apply.”

Subsec. (a)(5). Pub. L. 119–21, § 70431(a)(2), added par. (5).

Subsec. (a)(6). Pub. L. 119–21, § 70431(a)(3), added par. (6).

Subsec. (b)(1)(A). Pub. L. 119–21, § 70431(b)(1), amended subpar. (A) generally. Prior to amendment, subpar. (A) read as follows: “$10,000,000 reduced by the aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation, or”.

Subsec. (b)(2). Pub. L. 119–21, § 70431(a)(5)(C), substituted “at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date)” for “more than 5 years”.

Subsec. (b)(3)(A). Pub. L. 119–21, § 70431(b)(3), amended subpar. (A) generally. Prior to amendment, text read as follows: “In the case of a separate return by a married individual, paragraph (1)(A) shall be applied by substituting ‘$5,000,000’ for ‘$10,000,000’.”

Subsec. (b)(4). Pub. L. 119–21, § 70431(c)(2), added par. (4) relating to inflation adjustment. Paragraph was added as directed “at the end” of subsec. (b), and therefore after par. (5) of subsec. (b) as added by Pub. L. 119–21, § 70431(b)(2). See note below.

Pub. L. 119–21, § 70431(b)(2), added par. (4) relating to applicable dollar limit.

Subsec. (b)(5). Pub. L. 119–21, § 70431(b)(2), added par. (5).

Subsec. (d)(1)(A), (B). Pub. L. 119–21, § 70431(c)(1), substituted “$75,000,000” for “$50,000,000”.

Subsec. (e)(2)(B). Pub. L. 119–21, § 70302(b)(11), substituted “which are treated as foreign research or experimental expenditures under section 174 or domestic research or experimental expenditures under section 174A” for “which may be treated as research and experimental expenditures under section 174”.

Subsecs. (g)(2)(A), (j)(1)(A). Pub. L. 119–21, § 70431(a)(5)(C), substituted “at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date)” for “more than 5 years”.

2018—Subsec. (a)(2)(B). Pub. L. 115–141, § 401(d)(4)(B)(v), inserted “(as in effect before its repeal)” after “1400B(b)”.

Subsec. (e)(4)(B) to (D). Pub. L. 115–141, § 401(d)(1)(D)(xv), redesignated subpars. (C) and (D) as (B) and (C), respectively, and struck out former subpar. (B) which read as follows: “a corporation with respect to which an election under section 936 is in effect or which has a direct or indirect subsidiary with respect to which such an election is in effect,”.

2015—Subsec. (a)(4). Pub. L. 114–113 substituted “and thereafter” for “, 2011, 2012, 2013, and 2014” in heading and struck out “and before January 1, 2015” after “of the Creating Small Business Jobs Act of 2010” in introductory provisions.

2014—Subsec. (a)(4). Pub. L. 113–295 substituted “2013, and 2014” for “and 2013” in heading and “January 1, 2015” for “January 1, 2014” in introductory provisions.

2013—Subsec. (a)(2)(C). Pub. L. 112–240, § 327(b), substituted “2018” for “2016” in heading and “December 31, 2018” for “December 31, 2016” in text.

Subsec. (a)(3). Pub. L. 112–240, § 324(b)(1), inserted concluding provisions.

Subsec. (a)(4). Pub. L. 112–240, § 324(b)(2), inserted concluding provisions.

Pub. L. 112–240, § 324(a), substituted “, 2011, 2012, and 2013” for “and 2011” in heading and “January 1, 2014” for “January 1, 2012” in introductory provisions.

2010—Subsec. (a)(2)(C). Pub. L. 111–312, § 753(b), substituted “2016” for “2014” in heading and “December 31, 2016” for “December 31, 2014” in text.

Subsec. (a)(3). Pub. L. 111–240, § 2011(b), inserted “certain periods in” before “2010” in heading and substituted “on or before the date of the enactment of the Creating Small Business Jobs Act of 2010” for “before January 1, 2011” in text.

Subsec. (a)(4). Pub. L. 111–312, § 760(a), inserted “and 2011” after “2010” in heading and substituted “January 1, 2012” for “January 1, 2011” in introductory provisions.

Pub. L. 111–240, § 2011(a), added par. (4).

2009—Subsec. (a)(3). Pub. L. 111–5 added par. (3).

2004—Subsec. (e)(4)(C). Pub. L. 108–357 substituted “or REMIC” for “REMIC, or FASIT”.

2000—Pub. L. 106–554, § 1(a)(7) [title I, § 117(b)(2)], substituted “Partial” for “50-percent” in section catchline.

Subsec. (a). Pub. L. 106–554, § 1(a)(7) [title I, § 117(a)], amended heading and text of subsec. (a) generally. Prior to amendment, text read as follows: “In the case of a taxpayer other than a corporation, gross income shall not include 50 percent of any gain from the sale or exchange of qualified small business stock held for more than 5 years.”

1996—Subsec. (e)(4)(C). Pub. L. 104–188 substituted “REMIC, or FASIT” for “or REMIC”.

Statutory Notes and Related Subsidiaries

Effective Date of 2025 Amendment

Amendment by section 70302(b)(11) of Pub. L. 119–21 applicable to amounts paid or incurred in taxable years beginning after Dec. 31, 2024, subject to election for retroactive application by certain small businesses and election to deduct certain unamortized amounts paid or incurred in taxable years beginning before Jan. 1, 2025, see section 70302(e), (f) of Pub. L. 119–21, set out as an Effective Date note under section 174A of this title.

Amendment by section 70431(a)(1)–(3), (4)(B), (5) of Pub. L. 119–21 generally applicable to taxable years beginning after July 4, 2025, with amendment by section 70431(a)(4)(B) to take effect as if included in the enactment of section 2011 of Pub. L. 111–240, see section 70431(a)(6) of Pub. L. 119–21, set out as a note under section 57 of this title.

Pub. L. 119–21, title VII, § 70431(b)(4), July 4, 2025, 139 Stat. 242, provided that: “The amendments made by this subsection [amending this section] shall apply to taxable years beginning after the date of the enactment of this Act [July 4, 2025].”

Pub. L. 119–21, title VII, § 70431(c)(3), July 4, 2025, 139 Stat. 242, provided that: “The amendments made by this subsection [amending this section] shall apply to stock issued after the date of the enactment of this Act [July 4, 2025].”

Effective Date of 2015 Amendment

Pub. L. 114–113, div. Q, title I, § 126(b), Dec. 18, 2015, 129 Stat. 3054, provided that: “The amendments made by this section [amending this section] shall apply to stock acquired after December 31, 2014.”

Effective Date of 2014 Amendment

Pub. L. 113–295, div. A, title I, § 136(b), Dec. 19, 2014, 128 Stat. 4019, provided that: “The amendments made by this section [amending this section] shall apply to stock acquired after December 31, 2013.”

Effective Date of 2013 Amendment

Pub. L. 112–240, title III, § 324(c), Jan. 2, 2013, 126 Stat. 2333, provided that:

“(1) In general.— The amendments made by subsection (a) [amending this section] shall apply to stock acquired after December 31, 2011.
“(2) Subsection (b)(1).— The amendment made by subsection (b)(1) [amending this section] shall take effect as if included in section 1241(a) of division B of the American Recovery and Reinvestment Act of 2009 [Pub. L. 111–5].
“(3) Subsection (b)(2).— The amendment made by subsection (b)(2) [amending this section] shall take effect as if included in section 2011(a) of the Creating Small Business Jobs Act of 2010 [title II of Pub. L. 111–240].”

Pub. L. 112–240, title III, § 327(d), Jan. 2, 2013, 126 Stat. 2334, provided that: “The amendments made by this section [amending this section and section 1391 of this title] shall apply to periods after December 31, 2011.”

Effective Date of 2010 Amendment

Pub. L. 111–312, title VII, § 753(d), Dec. 17, 2010, 124 Stat. 3321, provided that: “The amendments made by this section [amending this section and section 1391 of this title] shall apply to periods after December 31, 2009.”

Pub. L. 111–312, title VII, § 760(b), Dec. 17, 2010, 124 Stat. 3323, provided that: “The amendments made by this section [amending this section] shall apply to stock acquired after December 31, 2010.”

Pub. L. 111–240, title II, § 2011(c), Sept. 27, 2010, 124 Stat. 2554, provided that: “The amendments made by this section [amending this section] shall apply to stock acquired after the date of the enactment of this Act [Sept. 27, 2010].”

Effective Date of 2009 Amendment

Pub. L. 111–5, div. B, title I, § 1241(b), Feb. 17, 2009, 123 Stat. 342, provided that: “The amendment made by this section [amending this section] shall apply to stock acquired after the date of the enactment of this Act [Feb. 17, 2009].”

Effective Date of 2004 Amendment

Amendment by Pub. L. 108–357 effective Jan. 1, 2005, with exception for any FASIT in existence on Oct. 22, 2004, to the extent that regular interests issued by the FASIT before such date continue to remain outstanding in accordance with the original terms of issuance, see section 835(c) of Pub. L. 108–357, set out as a note under section 56 of this title.

Effective Date of 2000 Amendment

Amendment by Pub. L. 106–554 applicable to stock acquired after Dec. 21, 2000, see section 1(a)(7) [title I, § 117(c)] of Pub. L. 106–554, set out as a note under section 1 of this title.

Effective Date of 1996 Amendment

Amendment by Pub. L. 104–188 effective Sept. 1, 1997, see section 1621(d) of Pub. L. 104–188, set out as a note under section 26 of this title.

Effective Date

Section applicable to stock issued after Aug. 10, 1993, see section 13113(e) of Pub. L. 103–66, set out as an Effective Date of 1993 Amendment note under section 53 of this title.

Savings Provision

Amendment by section 401(d)(4)(B)(v) of Pub. L. 115–141 not applicable to certain obligations issued, DC Zone assets acquired, or principal residences acquired before Jan. 1, 2012, see section 401(d)(4)(C) of Pub. L. 115–141, set out as a note under former section 1400 of this title.

For provisions that nothing in amendment by Pub. L. 115–141 be construed to affect treatment of certain transactions occurring, property acquired, or items of income, loss, deduction, or credit taken into account prior to Mar. 23, 2018, for purposes of determining liability for tax for periods ending after Mar. 23, 2018, see section 401(e) of Pub. L. 115–141, set out as a note under section 23 of this title.

Special Rule for Pass-Through Entities

Pub. L. 96–222, title I, § 104(a)(2)(C), Apr. 1, 1980, 94 Stat. 215, as amended by Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 2095, provided that:

“(i) In general.— In applying sections [former] 1201(c)(2)(A)(ii) and 1202(c)(1)(B) of the Internal Revenue Code of 1986 [formerly I.R.C. 1954] with respect to any pass-through entity, the determination of the period for which gain or loss is properly taken into account shall be made at the entity level.
“(ii) Pass-through entity defined.— For purposes of clause (i), the term ‘pass-through entity’ means—
“(I) a regulated investment company,
“(II) a real estate investment trust,
“(III) an electing small business corporation,
“(IV) a partnership,
“(V) an estate or trust, and
“(VI) a common trust fund.”