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Loophole

§1244 Small Business Stock — Ordinary Loss on Failed Startup

Document §1244 status at formation — if startup fails, up to $100K ordinary loss (offsets W-2) instead of $3K/yr cap loss.

Overview

IRC §1244 lets shareholders of domestic small business corporations (aggregate contributed capital <$1M) treat losses on stock as ORDINARY (offsets W-2, business income, unlimited) instead of capital ($3K/yr limit). Cap: $50K single / $100K MFJ per year. Requirements: (1) domestic C-corp OR S-corp, (2) issued for cash/property (not services), (3) corp active-business for 5 yrs preceding loss with >50% gross receipts from non-passive sources. MUST be documented at formation via corporate resolution — most founders miss this and lose access retroactively.

Best fit
All startup foundersAngel investorsSmall business owners with W-2 income
Estimated impact
$50K–$100K/yr ordinary loss = $18K–$37K tax value

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