Startup USA Guide
Part B · Startup-relevant scheme

Section 1244 Small Business Stock Ordinary Loss Treatment (Section 1244 Stock)

Internal Revenue Service

Other IdeationSeed / Early-Stage

Section 1244 is the downside-risk mirror of QSBS's upside benefit: if a small-business corporation's stock becomes worthless or is sold at a loss, an original individual holder can treat the loss as an ordinary loss rather than a capital loss, avoiding the usual $3,000/year capital-loss deduction limit.

Type of support
Other
Best suited for
Ideation / Early-Stage
Headline amount
Up to $50,000 ordinary-loss deduction ($100,000 joint)
How much
Up to $50,000/$100,000 ordinary-loss deduction

Objectives

Encourage individuals to invest in small business by softening the tax consequence of a startup failing, not just rewarding success.

Who can apply?

  • Stock must be issued directly to the individual (or a partnership) for cash or property, not services.
  • Holder must be the original recipient of the stock, not a later purchaser.
  • Issuing corporation must meet Section 1244 small-business-corporation size tests at the time of issuance.

What do you get?

  • Ordinary-loss treatment up to $50,000 per individual ($100,000 married filing jointly) per year.
  • Loss can offset ordinary income (wages, other business income), not just capital gains.
  • No separate application — a self-executing Internal Revenue Code provision.

How to apply

No application is required — qualification is determined at tax-filing time. Keep documentation from the original stock issuance (amount paid, corporate financials at issuance) and consult a tax advisor when claiming the loss.

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