The planning opportunity afforded through the incorporation of a partnership arises out of the fact that for Section 1202 gain exclusion purposes, the tax basis of property contributed in exchange for QSBS is deemed to be the fair market value of the property at the time of contribution. If a partnership is incorporated, the enterprise value of the partnership’s business would generally be treated as the fair market value of the contributed property. So, if the owners of a business decide to operate a start-up through an LLC or limited partnership and incorporate the business only after the enterprise value has increased substantially, the 10X Basis Cap could substantially increase the owners’ aggregate gain exclusion. Section 1202 also provides that when appreciated property is contributed in exchange for QSBS, the difference between the tax basis of the property and its fair market value for Section 1202 purposes does not qualify for the gain exclusion when the QSBS is eventually sold. Here is an example of how the 10X Basis Cap casino pimp works when a partnership is converted to a C corporation and QSBS is issued to the partners. If John Smith and Susan Jones operate their business as equal owners in the early years through XYZ LLC, and incorporate the business when the fair market value of XYZ LLC’s business is $25 million, each of them will have a $112.5 million (10 x $12.5 million – $12.5 million) gain exclusion under Section 1202 when they sell their XYZ Corp. QSBS after five years. Contrast this result with an example where John Smith and Susan Jones each initially capitalize XYZ Corp. UZM casino.
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