November 25, 2025 • 32 mins
On this episode, we’ll talk through an opportunity to exclude gain on the sale of qualified small business stock. We welcome Howard Wagner and Nick Zoyhofski, two leaders of the firm’s 1202 practice.
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Episode Transcript
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(00:00):
On this episode, we'lldive into the opportunities made possible
by Section 1202.
We welcome Howard Wagnerand Nick Zoyhofski,
two leaders of the firm's 1202 practice.
From your one stop for taxupdates and analysis, I'm Iris.
And I'm Devin.
It's Tuesday, November 25th,and this is Tackling Tax.
(00:40):
Before we get startedwith our much-anticipated guest,
we always start our show
with the four stories that we thinkmight be most impactful to you.
So let's jump right into these FastFour stories of the week.
Well, Devin, it's official.
The shutdown has ended.
I know it. Can you believe it?
(01:00):
Feel like it'sbeen a part of our show for a while
now, but I guess it was the longestrunning government shutdown in history.
Yeah, sure was.
And I'm sure, as most of you know,the agreed upon continuing resolution
did not, in fact, addressthe healthcare tax credits
that were at the coreof the shutdown fight.
But does that mean, like, that's the lastof what we're going to hear about it?
Like, are the credits just going to sunsetor will Congress address
(01:22):
that before it happens?
That's a great question.
Senate Finance Committee Chair
Mike Crapo announced the hearingto be held on November 19th.
And he's calling that “TheRising Cost of Healthcare:
Considering Meaningful Solutionsfor all Americans.” So,
you know, also, as part of the fundingcompromise that was reached
(01:43):
last week, that continuing resolution, Senate Majority Leader
John Thune also promised a voteon the credits by mid-December.
So that even, given House speaker Mike
Johnson hasn't saidwhether the House will also hold a vote.
Has anything been sharedabout the proposal on what
that vote would actually be for?
(02:04):
You know, different ideashave been floated.
You know, including a 1- to 2-year
temporary extension of the creditwith reduced income threshold phaseouts.
It could have changing the creditto be paid to individuals
rather than insurance companies, Devin,or doing away with the credit altogether
and replacing it with government-fundedflexible savings accounts.
(02:27):
So, you know, it's too early to see,but there could be some options there.
Now, what happens whensome of the provisions that were recently
just passed and the continuing resolutionrun out in January?
Is there a chancewe could be seeing another shutdown?
You know, unfortunately you're right.
Some of the provisionsdon't last past January.
(02:49):
And so, they will need to reconsiderwhat happens at that point and
hold a vote at that time.
While state-specific, the second storypoints
to how important it is to be trackinghow states are reacting to OB3.
So, Pennsylvania recentlyenacted its new fiscal year 2026 budget,
and with it their reaction to the newfederal provisions with the act.
(03:12):
So, Devin,does that mean they didn't follow
all of what Congress implementedat the federal level then?
Nope.
They've actually decoupled, meaningthey have deviated from OB3’s provisions
allowing for R&E immediate expensing
and the new full deduction for qualifiedproduction facility expenses.
Is that a trend, though?
Is that like an indicationof how other states are reacting to OB3
(03:34):
or is this kind of Pennsylvania's,you know, own little situation?
You know, it'sprobably a little too early to tell.
We haven't seen too many statesissue their full plans.
But the states’ budgets,as well as political landscapes
will no doubt influencewhat each state does.
Whether they're going to alignwith federal law or do something else.
(03:56):
So, sounds like a modeling opportunitythen, am I right?
Oh, for sure.
So, if your state is one
that has not yet issued their guidance,then you likely want to think
through some of the variationsin how that could impact your position.
On the tariff front, activity continueswith trade negotiations.
So a few things happened in the pastfew weeks.
(04:16):
First, President Trumpissued a new executive order
changing reciprocal tariffsto exclude certain agricultural products.
So, that’s things like coffee and tea,tropical fruits and fruit juices,
cocoa and spices, bananas,oranges, tomatoes, and beef.
Second, international dealframeworks continued to be announced,
(04:36):
with Switzerland and Liechtensteinbeing the most recent on the list.
The framework would limit the tariff rateon those countries to no higher
than 15%, in exchange for $200billion in investments in the U.S.
And lastly, additional frameworksfor Central and South American countries
Argentina, Ecuador, El Salvador,and Guatemala were also announced,
(04:57):
focusing more on digital service taxesand regulatory requirements.
Well, Iris, I have a little bitof an off-topic question.
I'm kind of hesitantto even bring this up, but I've heard
President Trump has floatedthe idea of a $2,000,
you know, quote, “tariff dividend,”unquote, for some Americans.
Anything you can share on that?
(05:18):
Yeah, so, thoughnothing official has been announced yet,
some of the rhetoric aroundthis would equate the payments to those
stimulus payments that were receivedduring the COVID pandemic.
And for our fourth FastFour of the day, yes,
another story about leadership at the IRS.
Devin, it's your favorite topic.
(05:39):
Absolutely.
Well, President Trumphas officially rescinded his nomination
of Donald Korb for IRS chiefcounsel and Treasury assistant general.
Did he give a reason for that,or do we know?
No, he certainly did not.
And that's even after the nomination
was approved by the SenateFinance Committee in October.
(06:00):
Well, that's an interesting one.
But that does wrap up our Fast Fourfor the week.
Stick around, because we'll be talkingwith Howard Wagner and Nick Zoyhofski
about Section 1202and the possibility to exclude some gains.
We are so lucky
to welcome Howard Wagnerand Nick Zoyhofski today to talk through
(06:24):
an opportunity to exclude gain on the saleof qualified small business stock.
Howard is a managing directorin our Washington National Tax Office
based out of Louisville.
He's focusing on M&A, debtinstruments, 1202 and much more.
Nick Zoyhofski is a senior manager in ourFederal Tax Specialty Group in the firm
(06:46):
and is one of the leaders of our Section1202 practice.
So welcome to Tackling Tax,Nick and Howard.
Thank you very much.
Today's topic is something that is trulyone of the most powerful tax
benefits out there for investorsand businesses.
QSBS, qualified small business stock,also referred to by tax geeks as Section
(07:07):
1202 stock, has been around since 1993
with varying exclusion percentages.
Starting in 2010,the exclusion went up to 100%.
So, if you buy stockthat meets all of the requirements,
and if you sell that stock
after holding it for more than five years,it's a significant exclusion.
(07:30):
You can exclude up to the greaterof 10 times basis
or $10 million when you sell that stock.
So if you made an investment
of $5 million in Section 1202 stock,
you held it for at least five years,you sell the stock at a gain,
assuming all the requirements are metfor the exclusion
(07:52):
you can exclude up to $50 million of gain
on that $5 million investment.
It's a huge incentive.
It's at times thought of as an incentiveprimarily for startup businesses,
but it also applies to new investorsand existing businesses
or new owners of businesses.
(08:13):
If Nick and I put some money togetherto go buy the stock of another company
that was previously owned by Irisand it met
all the requirements,we can qualify for 1202 on that.
So, it doesn't just have to be,
you know, small
business startup, even though it's calledqualified small business stock.
Well, Howard, I mean, that seems likethis is a fairly lucrative
(08:35):
provision in the internal Revenue Codethat can come with a lot of tax savings.
But to get it, I'm assuming you haveto probably jump through some hoops?
So, Nick, can you maybe walk us through
what the basic requirementsare to even qualify for this exclusion?
Apparently, thanks, Devin.
And, yeah, so as Howard alluded to,this exclusion is a, you know, exclusion
(08:57):
that would be reported on an individualor non-corporate shareholders tax return.
So, with that being said, we generally
look at two kind of buckets of basicrequirements, right?
We have the shareholder requirements andthen we have the business requirements.
The shareholder requirements,as I kind of alluded to already,
it must be heldby a non-corporate shareholder
(09:18):
and they have to receivethat stock at original issuance.
So, what that means is no cross-purchases.
You have to actually receive the stockfrom the issuing corporation.
The second is that you must hold itfor the requisite holding period.
And as we'll talk about in a little bit,
those holding periods can differ dependingon when you actually receive the stock.
(09:39):
Okay. So that's the easy part.
Nick, when you say non-corporateshareholder that's not just individuals.
That's also partnerships, trusts, S-corpspotentially, is that correct?
Correct.
However, generallyspeaking, at the exclusion level,
an individual will claim the exclusion.
It just will be passed outthrough all of those vehicles.
But again, we're starting to geta little bit nuanced.
(10:00):
I want to try to hit on the high-levelmarks.
So, from a business side,
there's kind of four keybusiness requirements that we look at.
The first being, again,it has to be a domestic C-corporation
that issues the stock.
And as I alluded to, it has to issuethat stock in exchange for cash,
property or services.
And right in the namequalified small business stock.
(10:20):
Well,how do we define what a small business is?
Generally,we look at the aggregate gross assets
of the underlying business,the corporation.
And again,depending on the time of issuance
that test is metif the aggregate gross assets of
the business are less than 50 millionor 75 million.
The third prong isthe active business requirement.
(10:41):
And what this basically saysis the majority of your assets
have to be usedin a qualified trade or business.
And when I say majority,the code specifically outlines 80%
and it has to be used at 80%for substantially all the holding period.
And last but not least,
you must be in what they considera qualifying trade or business.
Yeah.
(11:01):
So, Nick,I mean, you outlined all of that.
All of it seems likethere could be some intricacies there.
But I want to home injust a little bit on that last point.
Jumping to you, Howard.
Let's saywe meet all of those other requirements
and we're looking atwhat type of businesses can qualify.
So, meaning, you know, can a constructioncompany benefit from this the same as,
(11:24):
let's say, can an accounting firm benefitfrom this or something along those lines?
So, can you elaborate a little bitwhen he means eligible trade
or business, what kinds of tradesor businesses can qualify?
What types of businesses?
I want to preface this by sayingthe determination of what's a good trade
or business for Section1202 QSBS is probably the hardest,
(11:46):
at times, the hardest determinationyou have to make because
these rules were written closeto 30 years ago,
and what businesses look like todaydoesn't always fit neatly
within the definitionsthat are in the code.
So, in order for it to be a qualifiedtrade or business, it has to be something
(12:07):
other than what I'll generically call,you know, personal services.
You can't be in the business of health,law, engineering,
performing arts, consulting,financial services, brokerage services,
or this generic catchall of any tradeor business where the principal asset of
the business is the reputationor skill of one or more employees.
(12:30):
There's a whole lot of thingsthat specifically don't count.
But this is really,this is the biggest area of controversy
in looking at 1202 at times.
There's been a number of IRS rulingsthat have been put out there.
For example, the Internal RevenueCode says you can't take it for
performance of
(12:50):
services in health,but if you're doing a pharmacy,
that may be okay, because that'snot considered the practice of medicine.
If you're doing medical devices,that may be okay.
If you're doing ancillary services
like drug development and testing,that may be okay.
There's a couple differingrulings on brokerages
(13:14):
where at times they say a brokeragewith additional services is okay.
And in other times they've saida brokerage with additional services
is not okay.
The real challenging onesare software businesses.
If you've got a traditional
software-as-a-service business,that would probably count.
(13:35):
A lot of software companies todayhave a mixed service model.
They're a software company, but they alsodo consulting based on the software.
And I think that's an areawhere you may have a question
as to whether it qualifies or not.
But again,
the personalservices are generally excluded
(13:56):
from qualifying for 1202,service businesses in general.
It's a question ofwhat is the service you're providing.
And sometimes servicebusinesses can be okay.
Thank you for that explanation, Howard.
So, as you mentioned,this is over 30 years old.
Why are we talking about this right now?
I know that most of our podcastepisodes have been related to OB3.
Did OB3 in fact have a impact on 1202or qualified small business stock?
(14:20):
Most definitely.
They, you know, Nick mentioned,I believe, in the general requirements
that the assets of the trade or businesshave to be $50 million at the time
you make the investment and immediatelyafter and at all times before.
So, if I've never had more than 50million in assets,
I’ve not gone over 50 million in assets,
and I don't go over 50 million in assetsas a result of issuing the stock,
(14:45):
I can
get through that qualificationrequirement.
The example I'd give you isif my assets are $48 million,
this is under the pre-OB3 rules.
And I issue $3 million of stock.
That $3 million of stockis not going to qualify.
If I started a company in 2011, 2012,whenever it was,
(15:08):
there was one day where I went over$50 million in assets.
My asset
base today is $45 million,and I issue $3 million of stock.
That $3 million won't qualifybecause I tripped over
the $50 million limit in the past.
What OB3 did isit raised the limit of what's
(15:29):
a small businessfrom $50 million to $75 million.
So, for stock issued afterOB3 was enacted,
you can be up to $75 million in assets
and have your stock qualifyas eligible for this benefit.
One of the other huge benefits of OB3is that it added flexibility
(15:49):
for investors on selling their stockand potentially getting partial benefit.
Whether the stock was issuedbefore or after OB3 enactment,
you always
get the full benefit after five years.
The big change is for new stock
that was issued after OB3 was enacted.
Prior to OB3, it was a five-year cliff.
(16:11):
You had to get to the five-yearholding period
or you got zero 1202 benefits.
The change from OB3allows a partial benefit
after three years of holding period,an increased partial benefit
after four years of holding period,and a full benefit after five years.
(16:32):
You know, this is a huge itemof flexibility for investors.
I think Nick and I have been througha number of conversations with clients
as they're looking at
exiting 1202 companies,and they're three and a half years in.
Under the old rules,they wouldn't get any 1202 benefit,
but their business was at the timewhere they either weren't
(16:52):
going to get another offer like this, orbecause of potential changes in the nature
of the industry or new competitors,
their business might not be worth as much.
Once you got to the five-year cliffvesting, and people really had to make
some decisions where at timesthe tax tail wagged the dog.
Now that you have this flexibilityto get a partial benefit
(17:12):
after threeand four years of holding period,
it really gives a lot of flexibilityfor people
to make the right business decisionwithout being as focused on the tax.
Nick, I don't know if you've got anythingto add on that or just similar
conversations you've had with clients?
No, I think
you kind of hit the nail on the headthere, Howard, and that this
(17:34):
influx of these new rules and regulations,hopefully, that are forthcoming,
will hopefully provide investorswith a lot more opportunities
to capitalize on this provision that theyotherwise would not have been able to.
And, you know, that's part of the reasonwhy we're talking today, right?
Well, and you know, Nick,Howard alluded to this a little bit, but
it sounds like that $75 million thresholdis really a crucial piece of this.
(17:59):
And something that our listenersshould be homing in on.
Also seems like it might not beas straightforward as you might think.
I mean, Howardgave some slight examples there,
but could you give mea little more explanation on
to how the limit worksand some things that, you know,
folks thinking whether they qualify or notshould consider?
(18:19):
Absolutely.
Yeah.
So, I guess, first and foremost, a key point that Howard alluded to,
and I don't think I quite hit on duringthe basic requirements section, is that
that $50 or $75 million test has to be metat the time the issuance occurs,
and at all timespreviously in the corporation's existence.
So again, as Howard alluded to, breakingthrough that 50 or 75 percent, or $75
(18:44):
million, excuse me, threshold is of the,you know, is very, very critical.
One thing I wanted to talk about, againback to the OB3 provisions, what's
very, very, taxpayer favorable isthey added in inflationary adjustments
for not only the $75 million,but the gain exclusion,
which we can talk about a little bit.
(19:05):
But as we all know, in this world, inflation can sometimes run
a little rampant.
So today we may say $75million is a small business.
And in 10 years from now, it might be a significantly higher number.
So, you know, that's another big key thingthat came out of OB3.
But again, so coming back to this,the asset test in general, and first
(19:25):
and foremost we're looking at generallyspeaking the tax basis of the assets.
So, we're not looking at a GAAPbalance sheet or an IFRS balance sheet
or anything else prepared for, you know, lending purposes, etc.
We're looking specificallyat a tax-basis balance sheet.
And the reason I say generally isbecause if, you know,
(19:46):
we kind of thinkof an organic corporation, right?
We put cash infor our initial incorporation with stock,
and we grow the business through that cashand operations and maybe taking on debt,
this calculus can be a little bitmore straightforward.
Where it really comes into,you know, becomes a little bit
more complex and complicatedand kind of got to think through multiple
(20:08):
different scenarios is when we talk aboutthat contribution of property
for that stock, because, again, generallyspeaking, we're looking at tax basis.
However, if we contribute property,well now the measurement is
fair market valuenot the tax basis of that property.
So, for example, say againHoward and I are going to start
(20:30):
a new businessthat we hope to qualify for 1202.
Howard's the money man,so he's going to contribute cash.
Me, I've been sitting on this old buildingthat would be a great
first stepfor building up a manufacturing plant.
So, I'm going to contribute that.
Well, we all know how property values havedrastically risen in the last few years.
So even though Howard is putting in $1million and I paid almost nothing
(20:53):
for my property, we're going to saythey’re both worth $1 million, right?
His million dollars in cashand my million dollars in the property.
So even though my tax basis is very,very low in that property,
and the corporationis going to receive carryover
basis in that property, so on our taxbasis balance sheet it'll be very low.
For this particular test, we have tomeasure it as if it was worth $1 million.
(21:17):
So, you can see how as things start
to roll
within your business and you know,you're not always
thinking in the back of your headabout 1202, you may just make
a business decision and inadvertently blowthrough one of those thresholds.
But, you know, Nick,
that's an interesting examplebecause for you, even though let's say
your basis in that real estateyou contributed is $50,000,
(21:41):
if you contribute it,when it's worth $1 million,
you're deemedto receive the 1202 stock for $1 million.
And when you say 10x basis or $10million, you're doing it off
of the fair market value of the propertyyou contributed, not your tax basis.
So, while it may have
a potentially negative impacton the company as they compute
(22:02):
their asset basis, for the contributingpartner it really helps.
Yeah, that's
definitely a glass-half-full approachHoward, I really like that.
But again, so with anything,the devil is really in the details
as it relates to this gross asset test.
So, well Nick I'll be honest,much of what I'm hearing leads me
to the conclusion that the QSBS rulesare about as clear as mud.
(22:26):
If I've learned anything, it'sthat complexity and/or a lack of clear
guidance can result in unanticipatedpitfalls, one of which you just shared.
But are there any other concernsthat our listeners should be aware of?
Yeah, I mean, there are a litanyof different traps for the unwary.
A couple that come top of mind,specifically one that's within
(22:48):
the code, is what we commonly referred toas the anti-churning provision.
So, as I alluded to earlierin the requirements, is that
in order to qualify for 1202,you have to receive the stock
in original issuance,not in like a cross purchase.
So again, kind of going back toour example a little bit, if Howard and I
have started a companyand Howard wants to get out,
(23:10):
but he wants his 1202 treatmentand Iris wants to come in
and we still meet all the requirements,
so she wants her investmentto also potentially qualify for 1202.
Instead of,
you know, having Iris simply buyHoward’s shares,
we come up with thisbrilliant idea of saying,
well, we'll just have the companyredeem out Howard
(23:33):
and then we'll immediatelyturn around and reissue stock to Iris.
Well,
the framers and the writers of the codesaid, no, no, no, no, we're wise to you.
So they kind of said that,you know, depending on,
the relationship of the parties involved,we're going to say that
if those redemptionsand similar transactions
occur within eithera one-year window before an issuance
(23:56):
or one year after or two years on eitherside of the issuance,
we're going to disqualify all issuanceswithin that time frame.
So again, right, business has to go on.
And there may be redemptionsfor valid business purposes
and all those good things.
And they mayor may not trigger these rules.
So again, you know, kind of, Devinyou alluded to it a little bit,
(24:19):
I think one of the biggest trapsfor the unwary with 1202 is simply
the documentation around your position
and wanting to make surethat you have a good exclusion on exit.
And, you know, I don't want to stealHoward's thunder here.
So, I'm going to ask him to kind of,you know, talk about a recent court case
(24:39):
in which,
for all intents and purposes,it seemed like a very strong case
for this exclusion.
But the documentation requirementswere just lacking.
Howard, is that the best way to say it?
Yeah.
I mean, it's a case involvingwhat you would generally refer to
as somebody, you know, a garage,you know, somebody who invented something
and developed the business in their garageand, you know, small business.
(25:03):
And you look at it over timeand you say to yourself,
there's no way this business has evergone over the $50 million limit.
The problem for the taxpayer is
the business started 10, 15 years ago.
They don't have any records to prove
that it went, that
it never went over the $50 million limit,because we're dealing with older stock
(25:24):
and the serviceis actually disallowing the deduction
because they don't have the recordsto prove that they always met the $50
million test. It's really
a situation where,
by all intents and purposes, there'sno reason it shouldn't qualify.
But it's a record keeping foot fault.
And when you look at the factthat 1202 goes back to businesses
(25:46):
that have been around since 1993,
I'd be interested in seeing
how many people really havethose 32-year-old financial records.
You know, a lot of timeswhen we're talking to our clients
about 1202 or just, you know, others,you know, out in the marketplace,
we're not talking about insignificant taxsavings, right?
(26:07):
Generally speaking,this is a very, very lucrative exclusion.
So, you know, just somethingthat keep top of mind is, hey,
you know, maybe it's
worthwhile investing a little bitin that documentation as you move through,
you know, your holding period of 1202to make sure that you don't,
you know, have this foot faultthat this individual might be facing.
(26:29):
So. All right, Howard,bring it home for us.
You know, we've talkedabout the primary opportunity here.
We know how it works.We know how it's changed.
We've even understood some pitfallsto watch out for.
I guess my final question is how ourlisteners can make the most of it, right?
Like, are there planning techniques
that can sort of enhancethe benefit that we've talked about, or
(26:53):
what else should they walk awaywith knowing after today?
You know, I think the first comment I’dmake is the time to think about
1202 is not when you sell the stock.
The time to think about 1202is when you invest in the stock.
That's the first takeaway.
Has there, is it a good trade or businessat the time you invest in the stock?
Are you comfortablethat it's going to qualify?
(27:15):
The next step would be making surethe company knows that the investors
intend to qualify.
If you're going to do something that mayput the investors 1202 status at risk,
that doesn't mean that the companyshouldn't make good business decisions.
But there's
times where potentially modifyingthose business decisions
(27:35):
might save a big 1202 benefit.
If a shareholder is going to be redeemed,waiting to redeem that shareholder
to get out of one of these windows
that can disqualify some of the investorspurchases
can really make a big difference.
So it's understand 1202 on the way in,
understand what happens along the way
and really get that documentationin place.
(27:57):
A couple other things that come to mindare how to maximize your benefit.
Let's say I'm going to,
Nick and I are goingto start a new company,
and we're each going to put in $100in sweat equity,
and we build the company
up to a highly successful tech company
that sells for $200 million.
(28:19):
We've put in $100 each of sweat equity.
The most we can exclude is $10 million.
If we grow that business to whereit's worth,
say, $25 million on an assetbasis, fair market
value of assets when we incorporate it,now we can each
exclude up to 125 million,
(28:41):
12.5 million each on the $25 million
value, times ten 125 million.
So, planning on when to incorporate
an unincorporated business
can really have a big impacton how much 1202 exclusion you get.
One other interestingarea is how you invest
in new businesses when you've alreadygot a successful business.
(29:04):
Let's say that Nick and I have a businessthat's a great business.
It's risen to a pointwhere it's over the $75 million or
$50 million,as the case may be, asset threshold.
And we want to start a new business.
If we start a new business as a subsidiaryof the existing corporation,
then everything's in the same corporation,and it doesn't do
(29:24):
anything to add to our 1202 benefit.
If instead, Nick and I
starteda new business that's brother-sister
to the existing business, Nickand I own 50-50 the existing business,
Nick and I own 50-50 the new business.
Then we could qualify for 1202on the new business as well.
(29:45):
The way the rules work forthe asset test is you look at a parent-sub
relationship,you don't look at a brother-sister
relationshipwhen you're owned by individuals.
So, there's a way to structureyour investments in multiple businesses
to maximize your 1202 benefit.
So, I think, you know,those are a couple of the highlights.
The main takeaway is 1202 is there.
(30:05):
It's a huge benefit if it works,but it takes some careful
planning to get there.
Awesome.
Well thank you so much for being heretoday.
We sure appreciate it.
And, you know, you can find eitherNick or Howard at our website.
And please be sure to reach outif you have something
that you thinkmight be qualified for 1202.
(30:26):
So, thanks for being here,Nick and Howard.
Yeah, thank you both. Thank you very much.
Each episode will bring you what we calla Focused FORsight
of the week, an article or webinarthat might be of interest to you.
This week's Focused FORsight
is actually an interactive timelinethat is now available on our website.
(30:49):
We often hear from our clientsthat it’s confusing to try to keep
track of all the OB3 provision changesand when they actually come into effect.
So, our Washington National Tax Officehas put together this resource
to help you visualize, and therefore planfor, provisions that may affect you.
Be sure to search for the timelinewith the title “Timeline of OB3 Tax
Updates (31:08):
What's Changing and When”
to get access to this valuable resource.
And that's our show. Thanks for joining.
Our next episode will actually bein three weeks instead of two
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So, we're looking forward to seeing youthen.
(31:28):
It'll be our last episode of the year,so keep an eye out
and remember to subscribe and listen infor the next episode of the podcast.
Until next time.
The information set forth in this podcastcontains
the analysis and conclusionsof the panelists based upon his, her,
or their research and analysis of industryinformation and legal authorities.
(31:50):
Such analysis and conclusionsshould not be deemed
opinions or conclusions by Forvis Mazarsor the panelists
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The listener should performtheir own analysis and form
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Further, the panelists’ conclusionsmay be revised without notice,
(32:12):
with or without changes in industryinformation and legal authorities.
On this episode, we'lldive into the opportunities made possible
by Section 1202.
We welcome Howard Wagnerand Nick Zoyhofski,
two leaders of the firm's 1202 practice.
From your one stop for taxupdates and analysis, I'm Iris.
And I'm Devin.
It's Tuesday, November 25th,and this is Tackling Tax.
(00:40):
Before we get startedwith our much-anticipated guest,
we always start our show
with the four stories that we thinkmight be most impactful to you.
So let's jump right into these FastFour stories of the week.
Well, Devin, it's official.
The shutdown has ended.
I know it. Can you believe it?
(01:00):
Feel like it'sbeen a part of our show for a while
now, but I guess it was the longestrunning government shutdown in history.
Yeah, sure was.
And I'm sure, as most of you know,the agreed upon continuing resolution
did not, in fact, addressthe healthcare tax credits
that were at the coreof the shutdown fight.
But does that mean, like, that's the lastof what we're going to hear about it?
Like, are the credits just going to sunsetor will Congress address
(01:22):
that before it happens?
That's a great question.
Senate Finance Committee Chair
Mike Crapo announced the hearingto be held on November 19th.
And he's calling that “TheRising Cost of Healthcare:
Considering Meaningful Solutionsfor all Americans.” So,
you know, also, as part of the fundingcompromise that was reached
(01:43):
last week, that continuing resolution, Senate Majority Leader
John Thune also promised a voteon the credits by mid-December.
So that even, given House speaker Mike
Johnson hasn't saidwhether the House will also hold a vote.
Has anything been sharedabout the proposal on what
that vote would actually be for?
(02:04):
You know, different ideashave been floated.
You know, including a 1- to 2-year
temporary extension of the creditwith reduced income threshold phaseouts.
It could have changing the creditto be paid to individuals
rather than insurance companies, Devin,or doing away with the credit altogether
and replacing it with government-fundedflexible savings accounts.
(02:27):
So, you know, it's too early to see,but there could be some options there.
Now, what happens whensome of the provisions that were recently
just passed and the continuing resolutionrun out in January?
Is there a chancewe could be seeing another shutdown?
You know, unfortunately you're right.
Some of the provisionsdon't last past January.
(02:49):
And so, they will need to reconsiderwhat happens at that point and
hold a vote at that time.
While state-specific, the second storypoints
to how important it is to be trackinghow states are reacting to OB3.
So, Pennsylvania recentlyenacted its new fiscal year 2026 budget,
and with it their reaction to the newfederal provisions with the act.
(03:12):
So, Devin,does that mean they didn't follow
all of what Congress implementedat the federal level then?
Nope.
They've actually decoupled, meaningthey have deviated from OB3’s provisions
allowing for R&E immediate expensing
and the new full deduction for qualifiedproduction facility expenses.
Is that a trend, though?
Is that like an indicationof how other states are reacting to OB3
(03:34):
or is this kind of Pennsylvania's,you know, own little situation?
You know, it'sprobably a little too early to tell.
We haven't seen too many statesissue their full plans.
But the states’ budgets,as well as political landscapes
will no doubt influencewhat each state does.
Whether they're going to alignwith federal law or do something else.
(03:56):
So, sounds like a modeling opportunitythen, am I right?
Oh, for sure.
So, if your state is one
that has not yet issued their guidance,then you likely want to think
through some of the variationsin how that could impact your position.
On the tariff front, activity continueswith trade negotiations.
So a few things happened in the pastfew weeks.
(04:16):
First, President Trumpissued a new executive order
changing reciprocal tariffsto exclude certain agricultural products.
So, that’s things like coffee and tea,tropical fruits and fruit juices,
cocoa and spices, bananas,oranges, tomatoes, and beef.
Second, international dealframeworks continued to be announced,
(04:36):
with Switzerland and Liechtensteinbeing the most recent on the list.
The framework would limit the tariff rateon those countries to no higher
than 15%, in exchange for $200billion in investments in the U.S.
And lastly, additional frameworksfor Central and South American countries
Argentina, Ecuador, El Salvador,and Guatemala were also announced,
(04:57):
focusing more on digital service taxesand regulatory requirements.
Well, Iris, I have a little bitof an off-topic question.
I'm kind of hesitantto even bring this up, but I've heard
President Trump has floatedthe idea of a $2,000,
you know, quote, “tariff dividend,”unquote, for some Americans.
Anything you can share on that?
(05:18):
Yeah, so, thoughnothing official has been announced yet,
some of the rhetoric aroundthis would equate the payments to those
stimulus payments that were receivedduring the COVID pandemic.
And for our fourth FastFour of the day, yes,
another story about leadership at the IRS.
Devin, it's your favorite topic.
(05:39):
Absolutely.
Well, President Trumphas officially rescinded his nomination
of Donald Korb for IRS chiefcounsel and Treasury assistant general.
Did he give a reason for that,or do we know?
No, he certainly did not.
And that's even after the nomination
was approved by the SenateFinance Committee in October.
(06:00):
Well, that's an interesting one.
But that does wrap up our Fast Fourfor the week.
Stick around, because we'll be talkingwith Howard Wagner and Nick Zoyhofski
about Section 1202and the possibility to exclude some gains.
We are so lucky
to welcome Howard Wagnerand Nick Zoyhofski today to talk through
(06:24):
an opportunity to exclude gain on the saleof qualified small business stock.
Howard is a managing directorin our Washington National Tax Office
based out of Louisville.
He's focusing on M&A, debtinstruments, 1202 and much more.
Nick Zoyhofski is a senior manager in ourFederal Tax Specialty Group in the firm
(06:46):
and is one of the leaders of our Section1202 practice.
So welcome to Tackling Tax,Nick and Howard.
Thank you very much.
Today's topic is something that is trulyone of the most powerful tax
benefits out there for investorsand businesses.
QSBS, qualified small business stock,also referred to by tax geeks as Section
(07:07):
1202 stock, has been around since 1993
with varying exclusion percentages.
Starting in 2010,the exclusion went up to 100%.
So, if you buy stockthat meets all of the requirements,
and if you sell that stock
after holding it for more than five years,it's a significant exclusion.
(07:30):
You can exclude up to the greaterof 10 times basis
or $10 million when you sell that stock.
So if you made an investment
of $5 million in Section 1202 stock,
you held it for at least five years,you sell the stock at a gain,
assuming all the requirements are metfor the exclusion
(07:52):
you can exclude up to $50 million of gain
on that $5 million investment.
It's a huge incentive.
It's at times thought of as an incentiveprimarily for startup businesses,
but it also applies to new investorsand existing businesses
or new owners of businesses.
(08:13):
If Nick and I put some money togetherto go buy the stock of another company
that was previously owned by Irisand it met
all the requirements,we can qualify for 1202 on that.
So, it doesn't just have to be,
you know, small
business startup, even though it's calledqualified small business stock.
Well, Howard, I mean, that seems likethis is a fairly lucrative
(08:35):
provision in the internal Revenue Codethat can come with a lot of tax savings.
But to get it, I'm assuming you haveto probably jump through some hoops?
So, Nick, can you maybe walk us through
what the basic requirementsare to even qualify for this exclusion?
Apparently, thanks, Devin.
And, yeah, so as Howard alluded to,this exclusion is a, you know, exclusion
(08:57):
that would be reported on an individualor non-corporate shareholders tax return.
So, with that being said, we generally
look at two kind of buckets of basicrequirements, right?
We have the shareholder requirements andthen we have the business requirements.
The shareholder requirements,as I kind of alluded to already,
it must be heldby a non-corporate shareholder
(09:18):
and they have to receivethat stock at original issuance.
So, what that means is no cross-purchases.
You have to actually receive the stockfrom the issuing corporation.
The second is that you must hold itfor the requisite holding period.
And as we'll talk about in a little bit,
those holding periods can differ dependingon when you actually receive the stock.
(09:39):
Okay. So that's the easy part.
Nick, when you say non-corporateshareholder that's not just individuals.
That's also partnerships, trusts, S-corpspotentially, is that correct?
Correct.
However, generallyspeaking, at the exclusion level,
an individual will claim the exclusion.
It just will be passed outthrough all of those vehicles.
But again, we're starting to geta little bit nuanced.
(10:00):
I want to try to hit on the high-levelmarks.
So, from a business side,
there's kind of four keybusiness requirements that we look at.
The first being, again,it has to be a domestic C-corporation
that issues the stock.
And as I alluded to, it has to issuethat stock in exchange for cash,
property or services.
And right in the namequalified small business stock.
(10:20):
Well,how do we define what a small business is?
Generally,we look at the aggregate gross assets
of the underlying business,the corporation.
And again,depending on the time of issuance
that test is metif the aggregate gross assets of
the business are less than 50 millionor 75 million.
The third prong isthe active business requirement.
(10:41):
And what this basically saysis the majority of your assets
have to be usedin a qualified trade or business.
And when I say majority,the code specifically outlines 80%
and it has to be used at 80%for substantially all the holding period.
And last but not least,
you must be in what they considera qualifying trade or business.
Yeah.
(11:01):
So, Nick,I mean, you outlined all of that.
All of it seems likethere could be some intricacies there.
But I want to home injust a little bit on that last point.
Jumping to you, Howard.
Let's saywe meet all of those other requirements
and we're looking atwhat type of businesses can qualify.
So, meaning, you know, can a constructioncompany benefit from this the same as,
(11:24):
let's say, can an accounting firm benefitfrom this or something along those lines?
So, can you elaborate a little bitwhen he means eligible trade
or business, what kinds of tradesor businesses can qualify?
What types of businesses?
I want to preface this by sayingthe determination of what's a good trade
or business for Section1202 QSBS is probably the hardest,
(11:46):
at times, the hardest determinationyou have to make because
these rules were written closeto 30 years ago,
and what businesses look like todaydoesn't always fit neatly
within the definitionsthat are in the code.
So, in order for it to be a qualifiedtrade or business, it has to be something
(12:07):
other than what I'll generically call,you know, personal services.
You can't be in the business of health,law, engineering,
performing arts, consulting,financial services, brokerage services,
or this generic catchall of any tradeor business where the principal asset of
the business is the reputationor skill of one or more employees.
(12:30):
There's a whole lot of thingsthat specifically don't count.
But this is really,this is the biggest area of controversy
in looking at 1202 at times.
There's been a number of IRS rulingsthat have been put out there.
For example, the Internal RevenueCode says you can't take it for
performance of
(12:50):
services in health,but if you're doing a pharmacy,
that may be okay, because that'snot considered the practice of medicine.
If you're doing medical devices,that may be okay.
If you're doing ancillary services
like drug development and testing,that may be okay.
There's a couple differingrulings on brokerages
(13:14):
where at times they say a brokeragewith additional services is okay.
And in other times they've saida brokerage with additional services
is not okay.
The real challenging onesare software businesses.
If you've got a traditional
software-as-a-service business,that would probably count.
(13:35):
A lot of software companies todayhave a mixed service model.
They're a software company, but they alsodo consulting based on the software.
And I think that's an areawhere you may have a question
as to whether it qualifies or not.
But again,
the personalservices are generally excluded
(13:56):
from qualifying for 1202,service businesses in general.
It's a question ofwhat is the service you're providing.
And sometimes servicebusinesses can be okay.
Thank you for that explanation, Howard.
So, as you mentioned,this is over 30 years old.
Why are we talking about this right now?
I know that most of our podcastepisodes have been related to OB3.
Did OB3 in fact have a impact on 1202or qualified small business stock?
(14:20):
Most definitely.
They, you know, Nick mentioned,I believe, in the general requirements
that the assets of the trade or businesshave to be $50 million at the time
you make the investment and immediatelyafter and at all times before.
So, if I've never had more than 50million in assets,
I’ve not gone over 50 million in assets,
and I don't go over 50 million in assetsas a result of issuing the stock,
(14:45):
I can
get through that qualificationrequirement.
The example I'd give you isif my assets are $48 million,
this is under the pre-OB3 rules.
And I issue $3 million of stock.
That $3 million of stockis not going to qualify.
If I started a company in 2011, 2012,whenever it was,
(15:08):
there was one day where I went over$50 million in assets.
My asset
base today is $45 million,and I issue $3 million of stock.
That $3 million won't qualifybecause I tripped over
the $50 million limit in the past.
What OB3 did isit raised the limit of what's
(15:29):
a small businessfrom $50 million to $75 million.
So, for stock issued afterOB3 was enacted,
you can be up to $75 million in assets
and have your stock qualifyas eligible for this benefit.
One of the other huge benefits of OB3is that it added flexibility
(15:49):
for investors on selling their stockand potentially getting partial benefit.
Whether the stock was issuedbefore or after OB3 enactment,
you always
get the full benefit after five years.
The big change is for new stock
that was issued after OB3 was enacted.
Prior to OB3, it was a five-year cliff.
(16:11):
You had to get to the five-yearholding period
or you got zero 1202 benefits.
The change from OB3allows a partial benefit
after three years of holding period,an increased partial benefit
after four years of holding period,and a full benefit after five years.
(16:32):
You know, this is a huge itemof flexibility for investors.
I think Nick and I have been througha number of conversations with clients
as they're looking at
exiting 1202 companies,and they're three and a half years in.
Under the old rules,they wouldn't get any 1202 benefit,
but their business was at the timewhere they either weren't
(16:52):
going to get another offer like this, orbecause of potential changes in the nature
of the industry or new competitors,
their business might not be worth as much.
Once you got to the five-year cliffvesting, and people really had to make
some decisions where at timesthe tax tail wagged the dog.
Now that you have this flexibilityto get a partial benefit
(17:12):
after threeand four years of holding period,
it really gives a lot of flexibilityfor people
to make the right business decisionwithout being as focused on the tax.
Nick, I don't know if you've got anythingto add on that or just similar
conversations you've had with clients?
No, I think
you kind of hit the nail on the headthere, Howard, and that this
(17:34):
influx of these new rules and regulations,hopefully, that are forthcoming,
will hopefully provide investorswith a lot more opportunities
to capitalize on this provision that theyotherwise would not have been able to.
And, you know, that's part of the reasonwhy we're talking today, right?
Well, and you know, Nick,Howard alluded to this a little bit, but
it sounds like that $75 million thresholdis really a crucial piece of this.
(17:59):
And something that our listenersshould be homing in on.
Also seems like it might not beas straightforward as you might think.
I mean, Howardgave some slight examples there,
but could you give mea little more explanation on
to how the limit worksand some things that, you know,
folks thinking whether they qualify or notshould consider?
(18:19):
Absolutely.
Yeah.
So, I guess, first and foremost, a key point that Howard alluded to,
and I don't think I quite hit on duringthe basic requirements section, is that
that $50 or $75 million test has to be metat the time the issuance occurs,
and at all timespreviously in the corporation's existence.
So again, as Howard alluded to, breakingthrough that 50 or 75 percent, or $75
(18:44):
million, excuse me, threshold is of the,you know, is very, very critical.
One thing I wanted to talk about, againback to the OB3 provisions, what's
very, very, taxpayer favorable isthey added in inflationary adjustments
for not only the $75 million,but the gain exclusion,
which we can talk about a little bit.
(19:05):
But as we all know, in this world, inflation can sometimes run
a little rampant.
So today we may say $75million is a small business.
And in 10 years from now, it might be a significantly higher number.
So, you know, that's another big key thingthat came out of OB3.
But again, so coming back to this,the asset test in general, and first
(19:25):
and foremost we're looking at generallyspeaking the tax basis of the assets.
So, we're not looking at a GAAPbalance sheet or an IFRS balance sheet
or anything else prepared for, you know, lending purposes, etc.
We're looking specificallyat a tax-basis balance sheet.
And the reason I say generally isbecause if, you know,
(19:46):
we kind of thinkof an organic corporation, right?
We put cash infor our initial incorporation with stock,
and we grow the business through that cashand operations and maybe taking on debt,
this calculus can be a little bitmore straightforward.
Where it really comes into,you know, becomes a little bit
more complex and complicatedand kind of got to think through multiple
(20:08):
different scenarios is when we talk aboutthat contribution of property
for that stock, because, again, generallyspeaking, we're looking at tax basis.
However, if we contribute property,well now the measurement is
fair market valuenot the tax basis of that property.
So, for example, say againHoward and I are going to start
(20:30):
a new businessthat we hope to qualify for 1202.
Howard's the money man,so he's going to contribute cash.
Me, I've been sitting on this old buildingthat would be a great
first stepfor building up a manufacturing plant.
So, I'm going to contribute that.
Well, we all know how property values havedrastically risen in the last few years.
So even though Howard is putting in $1million and I paid almost nothing
(20:53):
for my property, we're going to saythey’re both worth $1 million, right?
His million dollars in cashand my million dollars in the property.
So even though my tax basis is very,very low in that property,
and the corporationis going to receive carryover
basis in that property, so on our taxbasis balance sheet it'll be very low.
For this particular test, we have tomeasure it as if it was worth $1 million.
(21:17):
So, you can see how as things start
to roll
within your business and you know,you're not always
thinking in the back of your headabout 1202, you may just make
a business decision and inadvertently blowthrough one of those thresholds.
But, you know, Nick,
that's an interesting examplebecause for you, even though let's say
your basis in that real estateyou contributed is $50,000,
(21:41):
if you contribute it,when it's worth $1 million,
you're deemedto receive the 1202 stock for $1 million.
And when you say 10x basis or $10million, you're doing it off
of the fair market value of the propertyyou contributed, not your tax basis.
So, while it may have
a potentially negative impacton the company as they compute
(22:02):
their asset basis, for the contributingpartner it really helps.
Yeah, that's
definitely a glass-half-full approachHoward, I really like that.
But again, so with anything,the devil is really in the details
as it relates to this gross asset test.
So, well Nick I'll be honest,much of what I'm hearing leads me
to the conclusion that the QSBS rulesare about as clear as mud.
(22:26):
If I've learned anything, it'sthat complexity and/or a lack of clear
guidance can result in unanticipatedpitfalls, one of which you just shared.
But are there any other concernsthat our listeners should be aware of?
Yeah, I mean, there are a litanyof different traps for the unwary.
A couple that come top of mind,specifically one that's within
(22:48):
the code, is what we commonly referred toas the anti-churning provision.
So, as I alluded to earlierin the requirements, is that
in order to qualify for 1202,you have to receive the stock
in original issuance,not in like a cross purchase.
So again, kind of going back toour example a little bit, if Howard and I
have started a companyand Howard wants to get out,
(23:10):
but he wants his 1202 treatmentand Iris wants to come in
and we still meet all the requirements,
so she wants her investmentto also potentially qualify for 1202.
Instead of,
you know, having Iris simply buyHoward’s shares,
we come up with thisbrilliant idea of saying,
well, we'll just have the companyredeem out Howard
(23:33):
and then we'll immediatelyturn around and reissue stock to Iris.
Well,
the framers and the writers of the codesaid, no, no, no, no, we're wise to you.
So they kind of said that,you know, depending on,
the relationship of the parties involved,we're going to say that
if those redemptionsand similar transactions
occur within eithera one-year window before an issuance
(23:56):
or one year after or two years on eitherside of the issuance,
we're going to disqualify all issuanceswithin that time frame.
So again, right, business has to go on.
And there may be redemptionsfor valid business purposes
and all those good things.
And they mayor may not trigger these rules.
So again, you know, kind of, Devinyou alluded to it a little bit,
(24:19):
I think one of the biggest trapsfor the unwary with 1202 is simply
the documentation around your position
and wanting to make surethat you have a good exclusion on exit.
And, you know, I don't want to stealHoward's thunder here.
So, I'm going to ask him to kind of,you know, talk about a recent court case
(24:39):
in which,
for all intents and purposes,it seemed like a very strong case
for this exclusion.
But the documentation requirementswere just lacking.
Howard, is that the best way to say it?
Yeah.
I mean, it's a case involvingwhat you would generally refer to
as somebody, you know, a garage,you know, somebody who invented something
and developed the business in their garageand, you know, small business.
(25:03):
And you look at it over timeand you say to yourself,
there's no way this business has evergone over the $50 million limit.
The problem for the taxpayer is
the business started 10, 15 years ago.
They don't have any records to prove
that it went, that
it never went over the $50 million limit,because we're dealing with older stock
(25:24):
and the serviceis actually disallowing the deduction
because they don't have the recordsto prove that they always met the $50
million test. It's really
a situation where,
by all intents and purposes, there'sno reason it shouldn't qualify.
But it's a record keeping foot fault.
And when you look at the factthat 1202 goes back to businesses
(25:46):
that have been around since 1993,
I'd be interested in seeing
how many people really havethose 32-year-old financial records.
You know, a lot of timeswhen we're talking to our clients
about 1202 or just, you know, others,you know, out in the marketplace,
we're not talking about insignificant taxsavings, right?
(26:07):
Generally speaking,this is a very, very lucrative exclusion.
So, you know, just somethingthat keep top of mind is, hey,
you know, maybe it's
worthwhile investing a little bitin that documentation as you move through,
you know, your holding period of 1202to make sure that you don't,
you know, have this foot faultthat this individual might be facing.
(26:29):
So. All right, Howard,bring it home for us.
You know, we've talkedabout the primary opportunity here.
We know how it works.We know how it's changed.
We've even understood some pitfallsto watch out for.
I guess my final question is how ourlisteners can make the most of it, right?
Like, are there planning techniques
that can sort of enhancethe benefit that we've talked about, or
(26:53):
what else should they walk awaywith knowing after today?
You know, I think the first comment I’dmake is the time to think about
1202 is not when you sell the stock.
The time to think about 1202is when you invest in the stock.
That's the first takeaway.
Has there, is it a good trade or businessat the time you invest in the stock?
Are you comfortablethat it's going to qualify?
(27:15):
The next step would be making surethe company knows that the investors
intend to qualify.
If you're going to do something that mayput the investors 1202 status at risk,
that doesn't mean that the companyshouldn't make good business decisions.
But there's
times where potentially modifyingthose business decisions
(27:35):
might save a big 1202 benefit.
If a shareholder is going to be redeemed,waiting to redeem that shareholder
to get out of one of these windows
that can disqualify some of the investorspurchases
can really make a big difference.
So it's understand 1202 on the way in,
understand what happens along the way
and really get that documentationin place.
(27:57):
A couple other things that come to mindare how to maximize your benefit.
Let's say I'm going to,
Nick and I are goingto start a new company,
and we're each going to put in $100in sweat equity,
and we build the company
up to a highly successful tech company
that sells for $200 million.
(28:19):
We've put in $100 each of sweat equity.
The most we can exclude is $10 million.
If we grow that business to whereit's worth,
say, $25 million on an assetbasis, fair market
value of assets when we incorporate it,now we can each
exclude up to 125 million,
(28:41):
12.5 million each on the $25 million
value, times ten 125 million.
So, planning on when to incorporate
an unincorporated business
can really have a big impacton how much 1202 exclusion you get.
One other interestingarea is how you invest
in new businesses when you've alreadygot a successful business.
(29:04):
Let's say that Nick and I have a businessthat's a great business.
It's risen to a pointwhere it's over the $75 million or
$50 million,as the case may be, asset threshold.
And we want to start a new business.
If we start a new business as a subsidiaryof the existing corporation,
then everything's in the same corporation,and it doesn't do
(29:24):
anything to add to our 1202 benefit.
If instead, Nick and I
starteda new business that's brother-sister
to the existing business, Nickand I own 50-50 the existing business,
Nick and I own 50-50 the new business.
Then we could qualify for 1202on the new business as well.
(29:45):
The way the rules work forthe asset test is you look at a parent-sub
relationship,you don't look at a brother-sister
relationshipwhen you're owned by individuals.
So, there's a way to structureyour investments in multiple businesses
to maximize your 1202 benefit.
So, I think, you know,those are a couple of the highlights.
The main takeaway is 1202 is there.
(30:05):
It's a huge benefit if it works,but it takes some careful
planning to get there.
Awesome.
Well thank you so much for being heretoday.
We sure appreciate it.
And, you know, you can find eitherNick or Howard at our website.
And please be sure to reach outif you have something
that you thinkmight be qualified for 1202.
(30:26):
So, thanks for being here,Nick and Howard.
Yeah, thank you both. Thank you very much.
Each episode will bring you what we calla Focused FORsight
of the week, an article or webinarthat might be of interest to you.
This week's Focused FORsight
is actually an interactive timelinethat is now available on our website.
(30:49):
We often hear from our clientsthat it’s confusing to try to keep
track of all the OB3 provision changesand when they actually come into effect.
So, our Washington National Tax Officehas put together this resource
to help you visualize, and therefore planfor, provisions that may affect you.
Be sure to search for the timelinewith the title “Timeline of OB3 Tax
Updates (31:08):
What's Changing and When”
to get access to this valuable resource.
And that's our show. Thanks for joining.
Our next episode will actually bein three weeks instead of two
to make time for some well-deserved restfor the Thanksgiving holiday.
So, we're looking forward to seeing youthen.
(31:28):
It'll be our last episode of the year,so keep an eye out
and remember to subscribe and listen infor the next episode of the podcast.
Until next time.
The information set forth in this podcastcontains
the analysis and conclusionsof the panelists based upon his, her,
or their research and analysis of industryinformation and legal authorities.
(31:50):
Such analysis and conclusionsshould not be deemed
opinions or conclusions by Forvis Mazarsor the panelists
as to any individual situationas situations are fact specific.
The listener should performtheir own analysis and form
their own conclusionsregarding any specific situation.
Further, the panelists’ conclusionsmay be revised without notice,
(32:12):
with or without changes in industryinformation and legal authorities.
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