What This Bill Does · Plain English
Summary · Congress.gov
Small Business Investment Act of 2025 This bill reduces the time period a noncorporate taxpayer is required to hold qualified small business stock (QSBS) before a percentage of the gain on the sale or exchange of such stock may be excluded from gross income. (Limitations apply.) The bill also expands QSBS to include qualified debt instruments and certain corporate stock. Under current law, a noncorporate taxpayer may exclude from gross income 100% of the gain from the sale or exchange of QSBS acquired after September 27, 2010 (or a smaller percentage if acquired on or before such date) and held for more than five years. Further, under current law, QSBS must be C corporation stock. (Exclusions and other requirements apply.) The bill allows a noncorporate taxpayer to exclude from gross income 50% of the gain on the sale or exchange of QSBS (purchased after the enactment date of the bill) held for three years, 75% of the gain on the sale or exchange of such stock held for four years, and 100% of the gain on the sale or exchange of such stock held for five years. Further, the bill expands QSBS to include stock acquired through the conversion of a qualified convertible debt instrument (e.g., bond converted into stock). Under the bill, the holding period of such stock includes the time period during which the qualified convertible debt instrument is held. Finally, the bill expands QSBS to include corporate stock, not just C corporation stock. (Limitations apply.).
Action Timeline
2025-02-11
Referred to the House Committee on Ways and Means.
2025-02-11
Introduced in House
2025-02-11
Introduced in House
Frequently Asked Questions
Did HR.1199 pass?
HR.1199 is still alive. Current stage: COMMITTEE. Pass likelihood: 38%.
What does HR.1199 do?
Small Business Investment Act of 2025 This bill reduces the time period a noncorporate taxpayer is required to hold qualified small business stock (QSBS) before a percentage of the gain on the sale or exchange of such stock may be excluded from gross income. (Limitations apply.) The bill also expands QSBS to include qualified debt instruments and certain corporate stock. Under current law, a noncorporate taxpayer may exclude from gross income 100% of the gain from the sale or exchange of QSBS acquired after September 27, 2010 (or a smaller percentage if acquired on or before such date) and hel…
Who sponsored HR.1199?
HR.1199 was sponsored by David Kustoff (R-Tennessee).
Full Bill Text
119 HR 1199 IH: Small Business Investment Act of 2025 U.S. House of Representatives 2025-02-11 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. I 119th CONGRESS 1st Session H. R. 1199 IN THE HOUSE OF REPRESENTATIVES February 11, 2025 Mr. Kustoff introduced the following bill; which was referred to the Committee on Ways and Means A BILL To amend the Internal Revenue Code of 1986 to modify the exclusion for gain from qualified small business stock. 1. Short title This Act may be cited as the Small Business Investment Act of 2025 . 2. Phased increase in exclusion for gain from qualified small business stock (a) In general Section 1202(a)(1) of the Internal Revenue Code of 1986 is amended— (1) by striking 50 percent and inserting the applicable percentage , and (2) by striking held for more than 5 years and inserting held for at least 3 years . (b) Applicable percentage Section 1202(a) of such Code is amended by adding at the end the following new paragraph: (5) Applicable percentage Except as provided in paragraphs (3) and (4), 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% . (c) Continued treatment as not item of tax preference (1) In general Section 57(a)(7) of such Code is amended by striking An amount and inserting In the case of stock acquired on or before the date of the enactment of the Creating Small Business Jobs Act of 2010, an amount . (2) Conforming amendment Section 1202(a)(4) of such Code is amended— (A) by striking , and at the end of subparagraph (B) and inserting a period, and (B) by striking subparagraph (C). (d) Other conforming amendments (1) Section 1202(a)(4) of such Code is amended by inserting and before the date of the enactment of the Small Business Investment Act of 2025 after Act of 2010 . (2) Paragraphs (3) and (4) of section 1202(a) of such Code are each amended by inserting held for more than 5 years and after In the case of qualified small business stock . (3) Section 1202(a)(3)(A) of such Code is amended to read as follows: (A) the applicable percentage under paragraph (1) shall be 75 percent, and , (4) Section 1202(a)(4)(A) of such Code is amended to read as follows: (A) the applicable percentage under paragraph (1) shall be 100 percent, and . (5) Section 1202(b)(2) of such Code is amended by striking more than 5 years and inserting at least 3 years . (6) Section 1202(g)(2)(A) of such Code is amended by striking more than 5 years and inserting at least 3 years . (7) Section 1202(j)(1)(A) of such Code is amended by striking more than 5 years and inserting at least 3 years . (e) Effective date (1) In general Except as provided in paragraph (2), the amendments made by this section shall apply to stock acquired after the date of the enactment of this Act. (2) Continued treatment as not item of tax preference The amendment made by subsection (c) shall take effect as if included in the enactment of section 2011 the Creating Small Business Jobs Act of 2010. 3. Tacking holding period of convertible debt instruments (a) In general Section 1202(f) of the Internal Revenue Code of 1986 is amended— (1) by redesignating paragraphs (1) and (2) as subparagraphs (A) and (B) and moving such subparagraphs (as so redesignated) 2 ems to the right, (2) by striking conversion of other stock .—If any stock and inserting the following: conversion.— (1) Other stock If any stock , and (3) by adding at the end the following new paragraph: (2) Convertible debt instruments (A) In general If any stock in a corporation is acquired by the taxpayer, without recognition of gain, solely through the conversion of a qualified convertible debt instrument— (i) the stock so acquired shall be treated as qualified small business stock in the hands of the taxpayer, and (ii) the stock so acquired shall be treated as having been held during the period during which the qualified convertible debt instrument was held. (B) Qualified convertible debt instrument For purposes of this paragraph, the term qualified convertible debt instrument means any bond or other evidence of indebtedness— (i) which is originally issued by the corporation to the taxpayer, (ii) the issuer of which— (I) from issuance until conversion, is a qualified small business, and (II) during substantially all of the taxpayer’s holding period of such bond or evidence of indebtedness, the corporation meets the active business requirements of subsection (e), and (iii) which is convertible into stock in the corporation. . (b) Effective date The amendments made by this section shall apply to debt instruments originally issued after the date of the enactment of this Act. 4. Gain exclusion allowed with respect to qualified small business stock in corporation (a) In general Section 1202(c) of the Internal Revenue Code of 1986 is amended— (1) by striking C corporation in paragraphs (1) and inserting corporation , and (2) by striking and such corporation is a C corporation in paragraph (2)(A). (b) Qualified small business definition Section 1202(d)(1) of such Code is amended by striking which is a C corporation . (c) Clarification of aggregation rules applicable to S corporations Section 1202(d)(3) of such Code is amended by adding at the end the following new subparagraph: (C) Clarification with respect to S corporations Any determination of the members of a controlled group of corporations under this paragraph shall include taking into account any stock ownership in an S corporation. . (d) Treatment of passive losses Section 469(g)(1) of such Code is amended by adding at the end the following new subparagraph: (D) Certain dispositions of small business stock In the case a disposition any gain from which is excluded from gross income under section 1202, subparagraph (A) shall not apply. . (e) Special rules relating to S corporations Section 1202(e) of such Code is amended by adding at the end the following new paragraph: (9) Applied at S corporation level In the case of an S corporation, the requirements of this subsection shall be applied at the corporate level. . (f) Effective date The amendments made by this section shall apply to stock acquired after the date of the enactment of this Act.
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