IRS Drafts New K-1 Reporting Requirements for QSBS (1202 and 1045): What Partnerships Need to Know

On November 17, 2023, the IRS released proposed modifications to Schedule K-1  introducing fundamental changes in how partnerships and their investors report Qualified Small Business Stock (QSBS) gains. QSBS offers an up to 100% capital gain exclusion, and for partnerships who have QSBS gains, these benefits flow to the individual partners – provided that the partners are aware of the QSBS status of the investments.

Schedule K-1 is utilized by partnerships to report a partners share of the partnership’s income, deductions, credits, etc.   The proposed changes are an effort to improve the transparency and consistency in how partnerships such as Venture Capital funds report QSBS gains. This article explores the new proposed requirements, their implications, and how partnerships can adapt.

Sharpening the Focus

The proposed K-1 changes significantly enhance the visibility of QSBS reporting.  When it comes to QSBS, reporting practices of partnerships has varied from partnerships not reporting anything to only including potential QSBS gains in footnotes.  With these changes, QSBS will no longer be lumped under the generic “Other Income/Losses” code. Dedicated QSBS codes, detailed basis information, Section 1202 eligibility, and 1045 rollover applicability, equip investors for accurate reporting. This targeted approach eliminates ambiguity and streamlines the process for everyone.

Transparency and Consistency: A New Era

The new format aims for greater clarity and consistency across partnerships, empowering investors to make informed tax decisions. However, the increased detail might attract closer scrutiny from tax authorities, highlighting the importance of meticulous and complete documentation.

Partnership Action Plan:

Preparing for these changes requires that partnerships consider their systems and practices for serveral areas, including:

  • Internal Tracking and Documentation: Implementing robust systems to track QSBS portfolio companies’ status, including acquisition date, basis, and holding periods.
  • Partner Communication: Communicating the changes and their individual tax implications clearly and comprehensively.
  • Tax Professional Consultation: Engaging experienced advisors familiar with QSBS regulations to navigate the new requirements and ensure compliance.

Moving Forward: From Ambiguity to Clarity

Previously, some partnerships, especially venture capital funds, opted not to report detailed QSBS information on K-1s. This lack of transparency caused complexities for investors and increased the risk of partners not being able to realize the benefits of QSBS. The new requirements address these concerns, ushering in a new era of transparency and consistency.

Preparing for the Change

To ensure preparedness for these changes, partnerships should first review their current practices and assess existing systems and data collection processes for QSBS investments.

With QSBS, it is important to remain proactive in evauating QSBS eligibility of portfolio securities.  Properly supporting eligibility may require analysis of the underlying company’s tax returns, financial statements, incorporation history, and equity transactions in addition to reviewing how your own securities were obtained and held.

As such, developing mechanisms for tracking relevant information, including acquisition date, basis, holding periods, and 1045 rollovers becomes increasingly important.  The CapGains platform was designed for exactly this purpose, so please visit here to learn more and schedule time for a demo.

The new QSBS reporting requirements on Schedule K-1 represent a significant step towards greater transparency and consistency. By taking proactive steps, partnerships can navigate these changes effectively and ensure both they and their investors can realize the benefits of QSBS gains.

For further information, see:

Internal Revenue Service (IRS). DRAFT Partner’s Instructions for Schedule K-1 (Form 1065). Retrieved from IRS Homepage:–dft.pdf

Internal Revenue Service. (2023, December 14). Partner’s Instructions for Schedule K-1 (Form 1065) (2022). Retrieved from IRS Homepage:

This article does not constitute legal or tax advice. Please consult with your legal or tax advisor with respect to your particular circumstance.

About QSBS Expert

QSBS Expert was founded by a group of entrepreneurs, investors, accountants and lawyers who came together when trying to navigate a QSBS situation of their own. We quickly realized that the regulations left a lot of open questions and the publicly available information was confusing to sift through…so we thought that others may also benefit from having a “go to” resource for all things QSBS.