In the event that the fund distributes the QSBC stock to the partners, the stock will retain its QSBC character only if the recipient was a member or a partner in the fund at the time the securities were first acquired by the fund and at all times thereafter.
The second of these two provisions, IRC section 1045, allows for a deferral of recognition of all or a portion of capital gain generated by the sale of QSBC stock.
As originally enacted in 1997, certain partnerships and subchapter S corporations could purchase QSBC stock, but the rollover provision referred only to individuals.
To the extent that gain goes unrecognized because of this provision, it reduces the taxpayer's basis in the QSBC stock purchased.
The first would occur if the VC fund sold the QSBC stock and rolled it over into other QSBC stock within 60 days.
The second scenario would occur if the VC fund sold QSBC stock and distributed the proceeds to the partners.
The third scenario would occur if the VC fund distributed the securities to the partners, in which case the QSBC stock would retain its character in the hands of qualifying recipients.