《一大美丽法案》中的四个流动性前考虑因素

Four Pre-Liquidity ConsiderationsFrom the One Big Beautiful Bill Act This summer’s passage of the One Big Beautiful Bill Act (OBBBA) has majorimplications for business owners and pre-liquidity planning. While thenew permanence of gift and estate tax exemptions has drawn more headlines,changes to qualified small business stock (QSBS) rules might be moreconsequential, especially for founder-owners. The following publication examines aspects of the budget bill that should factorinto pre-liquidity planning in the months and years ahead, including: •The Extension and Enhancements to QSBS (Section 1202)•Certainty Around Gift and Estate Taxes•New Wrinkles in Charitable Donations•Changes to Bonus Depreciation and Section 179 Four Pre-Liquidity Considerations From the OBBBA 2. Certainty Around Gift and Estate TaxesBefore the budget bill passed, business owners were unsure 1.The Extension and Enhancements to QSBS (Section 1202)Selling QSBS has long been a way for company shareholders to avoid as much as 100% on up to $10 million in taxablegains from a liquidity event (or 10x the taxpayer’s basisin stock). With the passage of the OBBBA, the exclusionincreased to $15 million (with annual indexing for inflation)and the gross asset threshold to qualify as a small businessrose from $50 million to $75 million. In addition, therequired holding period for exclusions fell from five tothree years, which could encourage some owners to sellfaster. There is a 50% exclusion benefit after three years,75% after four years, and 100% after five years. what would happen to the federal lifetime estate and gifttax exemption. Pushed upward by 2017’s Tax Cuts andJobs Act (TCJA), the exemption was set to fall from $13.99million this year to $5 million in 2026, but the OBBBApermanently increased the exemption to $15 million pertaxpayer in 2026, indexed annually for inflation. Making the exemption permanent had been a priority forPresident Trump, so that it was part of the bill in someform was not surprising. But the new long-term certaintymeans business owners have something to plan aroundand no longer must rush to avoid an end-of-2025 deadline.While GRATs (grantor retained annuity trusts) and SLATs(spousal lifetime access trusts) remain effective estate-planning vehicles for founder-owners, now might be a goodtime to revisit plans involving trusts or gifting to futuregenerations given the newfound certainty. Other parts of the OBBBA received more attention,but there’s reason to think the QSBS changes are mostconsequential for founder-owners. Indeed, increasing thetaxable gain threshold to $15 million makes the practiceof “stacking”—wherein business owners gift QSBS to familymembers or irrevocable non-grantor trusts that are eligiblefor their own exclusions—even more appealing. In fact,some business owners have started planning to make suretheir next businesses are C Corporations and thus eligibleunder QSBS. 3. New Wrinkles in Charitable DonationsBefore the OBBBA’s passage, taxpayers faced no limits on charitable itemizations, and taking the standarddeduction meant ineligibility for the charitable deduction.Now, taxpayers who itemize are subject to a 0.5% floor onitemized deductions for charitable contributions. In otherwords, a taxpayer with $1 million of income cannot deductthe first $5,000 of contributions. Yet the new rules, effective for QSBS issued or acquiredafter July 4, 2025, bring several layers of complexity; notall states conform to the QSBS exclusion under IRC Section1202, and even if they do, the rules are quite complicated,including industry requirements, and when QSBS stockwould have had to be issued or acquired to qualify. So,while the QSBS changes are likely good news for businessowners, effective planning for them is important. In addition, individuals in the top tax bracket willhave their charitable deductions capped at 35%—downfrom 37% starting in 2026. These changes underscorethe importance of philanthropy as a piece of estateplanning when it comes to liquidity events, specificallysynchronizing the establishment of a vehicle with theyear of a transaction. Four Pre-Liquidity Considerations From the OBBBA(continued) Conclusion 4. Changes to Bonus Depreciation and Section 179A significant tax benefit for business owners from the Many business owners considering a liquidity eventreacted with a sense of relief and happiness to the passageof the OBBBA, for no other reason than it providedcertainty after years of questions about the possible sunsetof the TCJA provisions. The certainty is codified in a 1,000-page bill, but it is replete with complexities in a variety ofareas, including pre-liquidity planning. TCJA began phasing out in 2022. But the OBBBA restored100% bonus depreciation of the cost of qualifying assetsin the year they are placed into service—as opposed tospreading the depreciation over the life of the asset. Thebenefit amount also increased, and it was extendedto include new and used assets, a