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Are stock buybacks tax deductible?

There are conditions when stock buybacks are tax deductible and there are also conditions when they are not. Read on to understand the tax implications of a share buyback and also to know the best time to sell shares during a stock repurchase.

What are stock buybacks?

Stock buybacks (or share buybacks) refer to the repurchase of a company’s outstanding shares by the company itself. There are many reasons why a company may want to repurchase its own shares after it must have issued the shares to the public; below are the major reasons why companies repurchase their own stocks.

Why do companies buyback their own shares?

Most times, companies repurchase their own shares from the open market in order to increase the value of the company’s stock, which can subsequently increase the company’s profitability. The primary benefit of a stock buyback is that it can reduce a company’s outstanding share count, which can reduce its overall tax liabilities.

Other reasons may be to prevent a takeover by an unwanted investor, or it may be the company has excess cash and wants to purchase treasury stock to be used as compensation for employees.

What are the tax implications of Shares buyback?

There are two different types of stock buybacks: open market repurchases and tender offers. And each type has different tax implications.

Open market repurchases: these are the most common types of share buybacks. They occur when a company buys back its own shares on the open market, just like any other investor. The key tax implications of open market repurchases are that the company can deduct the costs of the repurchase (i.e., the price paid for the shares) from its taxable income. And if the shares are later sold, the gain or loss will be treated as a capital gain or loss.

Tender offers: are less common, but they’re also an important type of share repurchase. A tender offer is an offer by a company to buy back its own shares from shareholders at a specific price. The tax implication of tender offers is that the proceeds from the sale of the shares are treated as taxable income. And if the shares are not sold back to the company, the shareholder will recognize a capital gain or loss when they sell the shares on the open market.

The answer is yes, for open market repurchases and no, for tender offers.

Are stock buybacks tax deductible?

If a company repurchases its own stock on the open market, the resulting tax deduction may be limited to the capital gains realized on the sale of the stock. However, if a company redeems its own stock from shareholders, the entire amount of the redemption may be tax deductible.

When stock buybacks are not tax deductible

If the buyback is done for the purposes of employee compensation, then it is not tax-deductible. However, if the buyback is done for the purposes of funding research and development, or for other business purposes, then it is tax deductible.

Share buyback tax implications

  1. The purchase of your own company’s stock is generally not considered a taxable event. This means that the purchase of your own company’s stock will not result in any income being reported on your tax return.
  2. Share buybacks may only be tax deductible if they are conducted in the course of conducting business. This means that the purchase of a company’s own stock must serve some legitimate business purpose (such as increasing shareholder value). If the share buyback does not serve some business purpose, it may not be deductible.
  3. Share buybacks may only be tax deductible if they occur after the stock has been registered with the SEC. This means that any purchase made prior to registration with the SEC will not be tax-deductible.
  4. Another stock buyback tax rule is that share buybacks must generally meet certain thresholds in order to be tax deductible. The purchase of shares that represent more than 10% of your company’s total outstanding stock is generally considered to be excessive and may not be tax-deductible.
  5. The proceeds from the sale of the old shares are taxed as ordinary income, while any gain on the purchase of new shares is taxed as capital gains.
  6. Shareholders who still own the shares that were repurchased will see an increase in the value of their investment; this means when shareholders hold on to shares without selling them, any increase in the value of their shares is not taxed until they sell the stocks. This increase in value may be taxed as a capital gain when the shares are eventually sold.

The tax consequences of stock buybacks can be complex, depending on a variety of factors, including whether the buyback increases or decreases the number of outstanding shares, and whether those newly issued shares are held for an extended period (i.e., less than one year).

Key things to keep in mind when assessing the tax implication of a stock repurchase

  1. A stock buyback will generally be considered a form of corporate capital expenditure, which is generally eligible for write-offs. This means that the cost of the buyback will be deductible against income taxes owed by the company.
  2. In order for a buyback to qualify for write-off status, there must be an economic justification for the purchase. This means that the purchase must not simply be motivated by tax reasons (i.e., simply reducing shareholder equity so that it falls within specific tax brackets). Rather, there must be some genuine business rationale for why the company believes that buying back shares is likely to improve its long-term market prospects.
  3. Stock buybacks are typically taxed as income when they are received by the company,

Stock buyback rules

  1. It is important to understand that share buyback may only be used in situations where the company is able to generate positive cash flow from its operations.
  2. Buybacks can also be tax-deductible if they are carried out in the course of a business expansion plan or to regain market share. However, these deductions are usually limited to a certain dollar amount and may require additional documentation.
  3. Share buybacks are generally not deductible for income tax purposes. However, there are a few exceptions, most notably if the stock repurchase is made in connection with a tender offer that is not completed. In these situations, the buyback may be treated as an acquisition of shares that is exempt from federal income taxes.

How to calculate the cost basis of a bought stock

If you purchase shares of a company through a share buyback, the cost basis of your shares will be reduced by the amount of the buyback. This means that your gain on the sell-back will be smaller than your original purchase price.

The IRS considers share buybacks to be a form of dividend payment, and therefore they are generally deductible. For example, if you purchase 1,000 shares of stock at $10 per share and the company announces a $10 million share buyback, your cost basis for those 1,000 shares would be reduced to $9 per share ($10 x .95). Therefore, you would have a $950 deduction on your taxes for the $10 million in share buybacks done by the company.

Keep in mind that there are some limitations to this deduction: The share buyback must occur within 36 months of the sale of the stock, and the buyback can’t be done for less than $1 per share. If any portion of the buyback is paid in cash rather than stock, then that portion of the buyback is not deductible. Finally, any excess cash remaining after buying back shares must be returned to shareholders in the form of additional stock purchases.

Selling shares during a buyback program

The tax implication of a share buyback has a lot to do with the type of company you work for and your individual tax situation. Generally speaking, if you are employed by a company that uses the cash flow from its operations to buy back its own shares, then you generally will not have to sell your shares in the buyback. However, if you are not employed by the company or if you are self-employed, then the rules may be different depending on your individual tax situation.

If you are self-employed and receive income from dividends or capital gains on shares that are sold in a buyback, then your gain will be taxed as ordinary income; but if you are employed by the company and sell shares in a buyback, then your gain will be treated as a capital gain and will be taxed at lower rates than regular income.


Do I have to sell my shares in a buyback?

It’s important to note that the share buyback tax implication depends on a number of factors, such as the amount of the buyback and whether you are an individual or corporation. However, generally speaking, if you are an individual shareholder, you do not have to sell your shares in a buyback. If you are a corporation, however, there may be tax consequences depending on the type of buyback and the structure of your company.

What happens to shares after buyback?

Two things happen to shares after they have been repurchased; the shares can be canceled (in this case, they are known as retired stocks or retired shares) or the shares can be kept in the treasury to be sold at a later date when the need arises (in this case, they are known as treasury stocks or treasury shares).


In general, stock buybacks are tax deductible for the company issuing the stock. However, there are some caveats that must be met in order to take advantage of this deduction. For example, the purchase must be made through a registered open market transaction, and the price at which the shares are purchased must be above what is paid-in value (or NAV) on the date of purchase. Additionally, certain restrictions may apply depending on how long ago the buyback took place.