Article: Interaction between Sec. 1202 and other provisions.(gains from sale or exchange of small business stock; LLCs)

Sec. 1202(a) allows taxpayers other than corporations to exclude up to 50% of any gain from the sale or exchange of small business stock held for more than five years. One requirement is that the small business stock must be C corporation stock. This rule raises a potentially difficult entity choice decision for start-up firms.

Since the passage of the current version of Sec. 1202 in 1993, all states have enacted limited liability company (LLC) statutes. Treasury, in an effort to provide certainty as to the tax treatment of LLCs, promulgated the check-the-box rules in Regs. Sec. 301.7701-3. These rules allow a multi-member LLC to either actively elect corporate ...

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