[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 5262 Introduced in Senate (IS)]
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117th CONGRESS
2d Session
S. 5262
To amend the Internal Revenue Code of 1986 to allow a credit against
income tax for equity investments by angel investors.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
December 14, 2022
Mr. Murphy introduced the following bill; which was read twice and
referred to the Committee on Finance
_______________________________________________________________________
A BILL
To amend the Internal Revenue Code of 1986 to allow a credit against
income tax for equity investments by angel investors.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Angel Tax Credit Act''.
SEC. 2. ANGEL INVESTMENT TAX CREDIT.
(a) In General.--Subpart B of part IV of subchapter A of chapter 1
of the Internal Revenue Code of 1986 is amended by adding at the end
the following new section:
``SEC. 30E. ANGEL INVESTMENT TAX CREDIT.
``(a) Allowance of Credit.--There shall be allowed as a credit
against the tax imposed by this chapter for the taxable year an amount
equal to 25 percent of the qualified equity investments made by a
qualified investor during the taxable year.
``(b) Limitation.--The amount of the credit allowed under
subsection (a) for any taxpayer for any taxable year shall not exceed
$250,000.
``(c) Qualified Equity Investment.--For purposes of this section--
``(1) In general.--The term `qualified equity investment'
means any equity investment in a qualifying business entity
if--
``(A) the aggregate amount of such investments made
by the taxpayer during the taxable year is $25,000 or
more,
``(B) such investment is acquired by the taxpayer
at its original issue (directly or through an
underwriter) solely in exchange for cash, and
``(C) such investment is designated for purposes of
this section by the qualifying business entity.
``(2) Equity investment.--The term `equity investment'
means--
``(A) any form of equity, including a general or
limited partnership interest, common stock, preferred
stock (other than nonqualified preferred stock as
defined in section 351(g)(2)), with or without voting
rights, without regard to seniority position and
whether or not convertible into common stock or any
form of subordinate or convertible debt, or both, with
warrants or other means of equity conversion, and
``(B) any capital interest in an entity which is a
partnership.
``(3) Redemptions.--A rule similar to the rule of section
1202(c)(3) shall apply for purposes of this subsection.
``(d) Qualifying Business Entity.--For purposes of this section--
``(1) In general.--The term `qualifying business entity'
means any domestic corporation or partnership if such
corporation or partnership--
``(A) has its headquarters in the United States,
``(B) has gross revenues for the taxable year
preceding the date of the qualified equity investment
of less than $1,000,000,
``(C) employs less than 25 full-time equivalent
employees as of the date of such investment,
``(D) has been in existence for less than 7 years
as of the date of the qualified equity investment,
``(E) has more than 50 percent of the employees
performing substantially all of their services in the
United States as of the date of such investment,
``(F) is engaged in a high technology trade or
business related to--
``(i) advanced materials, nanotechnology,
or precision manufacturing,
``(ii) aerospace, aeronautics, or defense,
``(iii) biotechnology or pharmaceuticals,
``(iv) electronics, semiconductors,
software, or computer technology,
``(v) energy, environment, or clean
technologies,
``(vi) forest products or agriculture,
``(vii) information technology,
communication technology, digital media, or
photonics,
``(viii) life sciences or medical sciences,
``(ix) marine technology or aquaculture,
``(x) transportation, or
``(xi) any other high technology trade or
business, as determined by the Secretary of the
Treasury, and
``(G) has equity investments designated for
purposes of this paragraph.
``(2) Designation of equity investments.--For purposes of
paragraph (1)(G), an equity investment shall not be treated as
designated if such designation would result in the aggregate
amount which may be taken into account under this section with
respect to equity investments in such corporation or
partnership exceeds $2,000,000, taking into account the total
amount of all qualified equity investments made by all
taxpayers for the taxable year and all preceding taxable years.
``(e) Qualified Investor.--For purposes of this section--
``(1) In general.--The term `qualified investor' means an
accredited investor, as defined by the Securities and Exchange
Commission.
``(2) Exclusion.--The term `qualified investor' does not
include--
``(A) a person controlling at least 50 percent of
the qualifying business entity,
``(B) any venture capital fund (within the meaning
of section 203(l) of the Investment Advisers Act of
1940 (15 U.S.C. 80b-3(l))), or
``(C) any bank, savings association, loan
association, trust company, insurance company, or
similar entity whose business activities include making
similar investments to investments of a venture capital
fund (as so defined).
``(f) National Limitation on Amount of Investments Designated.--
``(1) In general.--There is an angel investment tax credit
limitation of $500,000,000 for each of calendar years 2023
through 2027.
``(2) Allocation of limitation.--The limitation under
paragraph (1) shall be allocated by the Secretary among
qualified business entities selected by the Secretary.
``(3) Carryover of unused limitation.--If the angel
investment tax credit limitation for any calendar year exceeds
the aggregate amount allocated under paragraph (2) for such
year, such limitation for the succeeding calendar year shall be
increased by the amount of such excess. No amount may be
carried under the preceding sentence to any calendar year after
2032.
``(g) Application With Other Credits.--
``(1) Business credit treated as part of general business
credit.--Except as provided in paragraph (2), the credit which
would be allowed under subsection (a) for any taxable year
(determined without regard to this subsection) shall be treated
as a credit listed in section 38(b) for such taxable year (and
not allowed under subsection (a)).
``(2) Personal credit.--
``(A) In general.--In the case of an individual who
elects the application of this paragraph, for purposes
of this title, the credit allowed under subsection (a)
for any taxable year (determined after application of
paragraph (1)) shall be treated as a credit allowable
under subpart A for such taxable year.
``(B) Carryforward of unused credit.--If the credit
allowable under subsection (a) by reason of
subparagraph (A) exceeds the limitation imposed by
section 26(a) for such taxable year, reduced by the sum
of the credits allowable under subpart A (other than
this section) for such taxable year, such excess shall
be carried to each of the succeeding 20 taxable years
to the extent that such unused credit may not be taken
into account under subsection (a) by reason of
subparagraph (A) for a prior taxable year because of
such limitation.
``(h) Special Rules.--
``(1) Related parties.--For purposes of this section--
``(A) In general.--All related persons shall be
treated as 1 person.
``(B) Related persons.--A person shall be treated
as related to another person if--
``(i) the relationship between such persons
would result in the disallowance of losses
under section 267 or 707(b), or
``(ii) for purposes of subsection (e), the
person is an individual who is the spouse of a
lineal descendant of an individual described in
subsection (e)(2)(A).
``(2) Basis.--For purposes of this subtitle, the basis of
any investment with respect to which a credit is allowable
under this section shall be reduced by the amount of such
credit so allowed. This subsection shall not apply for purposes
of sections 1202 and 1397B.
``(3) Recapture.--The Secretary shall, by regulations,
provide for recapturing the benefit of any credit allowable
under subsection (a) with respect to any qualified equity
investment which is held by the taxpayer less than 3 years,
except that no benefit shall be recaptured in the case of--
``(A) transfer of such investment by reason of the
death of the taxpayer,
``(B) transfer between spouses,
``(C) transfer incident to the divorce (as defined
in section 1041) of such taxpayer, or
``(D) a transaction to which section 381(a) applies
(relating to certain acquisitions of the assets of one
corporation by another corporation).
``(i) Regulations.--The Secretary shall prescribe such regulations
as may be appropriate to carry out this section, including
regulations--
``(1) which prevent the abuse of the purposes of this
section,
``(2) which impose appropriate reporting requirements, and
``(3) which apply the provisions of this section to newly
formed entities.''.
(b) Credit Made Part of General Business Credit.--Subsection (b) of
section 38 of the Internal Revenue Code of 1986, as amended by Public
Law 117-169, is amended--
(1) in paragraph (39), by striking ``plus'';
(2) in paragraph (40), by striking the period at the end
and inserting ``, plus''; and
(3) by adding at the end the following new paragraph:
``(41) the portion of the angel investment tax credit to
which section 30E(g)(1) applies.''.
(c) Conforming Amendments.--
(1) Section 1016(a) of the Internal Revenue Code of 1986 is
amended by striking ``and'' at the end of paragraph (37), by
striking the period at the end of paragraph (38) and inserting
``, and'', and by inserting after paragraph (38) the following
new paragraph:
``(39) to the extent provided in section 30E(h)(2).''.
(2) The table of sections for subpart B of part IV of
subchapter A of chapter 1 of the Internal Revenue Code of 1986
is amended by adding at the end the following new item:
``Sec. 30E. Angel investment tax credit.''.
(d) Effective Date.--The amendments made by this section shall
apply to investments made after December 31, 2022, in taxable years
ending after such date.
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