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  • Milad Taghehchian, CPA, CFP(R)

Understanding the 83(b) Election: A Guide for Startup and Tech Employees

In the dynamic world of startups and tech companies, equity compensation is a common way to attract and retain top talent. Among the various forms of equity compensation, restricted stock is often a key component. When you receive restricted stock, understanding the tax implications is crucial. One important tax strategy to consider is making an 83(b) election. In this article, we'll explain what an 83(b) election is, its potential value from a tax standpoint, and provide an example to illustrate the benefits. We'll also link to a sample 83(b) election form and show where to file it with the IRS.

What is an 83(b) Election?

An 83(b) election is a provision under the Internal Revenue Code (IRC) that allows you to be taxed on the total fair market value of restricted stock at the time of granting rather than at the time of vesting. Essentially, you elect to pay taxes on the stock when it is granted, assuming it will increase in value by the time it vests.

The Potential Value from a Tax Standpoint

The primary benefit of an 83(b) election is the potential to save a significant amount in taxes by paying taxes upfront when the stock's value is lower. Without an 83(b) election, you would be taxed at ordinary income rates on the value of the stock when it vests, which could be much higher than its value at the time of grant. By making the election, you can lock in a lower taxable amount and potentially benefit from long-term capital gains tax rates on any subsequent appreciation in the stock's value.

Example: Calculating the Tax Benefit

Let's illustrate the potential tax savings with an example. Assume you receive 10,000 shares of restricted stock at a startup, granted at $1 per share, and the stock is subject to a four-year vesting schedule.

  • Without 83(b) Election:

    • Year of Vesting: Year 4

    • Fair Market Value at Vesting: $10 per share

    • Ordinary Income Tax Rate: 37%

    • Taxable Income at Vesting: 10,000 shares * $10 = $100,000

    • Taxes Due at Vesting: $100,000 * 37% = $37,000

  • With 83(b) Election:

    • Part 1

      • Year of Grant: Year 1

      • Fair Market Value at Grant: $1 per share

      • Ordinary Income Tax Rate: 37%

      • Long-Term Capital Gains Tax Rate: 20%

      • Taxable Income at Grant: 10,000 shares * $1 = $10,000

      • Taxes Due at Grant: $10,000 * 37% = $3,700

    • Part 2

      • Capital Gains at Vesting: ($10 - $1) * 10,000 shares = $90,000

      • Taxes on Capital Gains: $90,000 * 20% = $18,000

    • Total Taxes with 83(b) Election:

      • Initial Taxes: $3,700

      • Capital Gains Taxes: $18,000

      • Total Taxes:** $3,700 + $18,000 = $21,700

  • Tax Savings with 83(b) Election:** $37,000 - $21,700 = $15,300

Filing Your 83(b) Election

To make an 83(b) election, you must file a written statement with the IRS within 30 days of receiving the restricted stock. Here are the resources you need:

Final Thoughts

While an 83(b) election can offer significant tax advantages, it comes with risks. If the stock value decreases or if you leave the company before the shares vest, you will have paid taxes on an overvalued asset. Therefore, it's crucial to consult with your tax professional or wealth management advisor to determine if an 83(b) election is right for you.

By understanding the ins and outs of an 83(b) election, you can make informed decisions about your equity compensation and potentially save a substantial amount in taxes. Remember, every financial situation is unique, and professional advice is invaluable.

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