Business professionals discuss donating C-Corp stock to charity

Donating privately held C-Corp stock to charity

How private C-Corp stockholders might be overlooking potential financial benefits.

Do you own privately held C-Corp stock in a company that may be sold? Before selling your stock in a private C-Corporation, consider donating a portion of your holdings directly to charity and potentially increase your tax efficiency and the size of your gift.

Graph representing the potential for tax-free growth

Potentially eliminate capital gains taxes and the Medicare surtax, which combined could be up to 23.8%1 on the contributed shares.

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Claim an immediate income tax deduction in the amount of the full fair market value2 of the private company shares on the date of the contribution.

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Maximize support to your favorite charities.

1 This assumes all realized gains are subject to the maximum federal long-term capital gains tax rate of 20% and the Medicare surtax of 3.8%. This does not take into account state or local taxes, if any.

2 This refers to the fair market value of the stock as determined by a qualified appraisal. Stock must be held for more than one year.

Potential tax benefits of donating privately held C-Corp stock

When you donate your privately held C-Corp stock to charity, the receiving organization gains the full proceeds from the sale, and you potentially eliminate capital gains exposure. This win-win could mean more money for the causes you care about. Consider this potential savings example: 

 C-Corp shares owned with zero cost basis valued at $2,000,0003

Federal long-term capital gains rate: 23.8%4

Value of shares donated: $400,0005

Long-term capital gains tax paid

Selling your shares and donating the proceeds

-$95,200

Before the company is sold, you donate a portion of shares directly to Fidelity Charitable, and Fidelity Charitable sells the shares.

$0

Valuation discount

Selling your shares and donating the proceeds
Before the company is sold, you donate a portion of shares directly to Fidelity Charitable, and Fidelity Charitable sells the shares.

8%
(due to minority and lack of control)6

Charitable contribution/charitable deduction

Selling your shares and donating the proceeds

$304,800

Before the company is sold, you donate a portion of shares directly to Fidelity Charitable, and Fidelity Charitable sells the shares.

$368,0007

Amount available for granting

Selling your shares and donating the proceeds

$304,800

Before the company is sold, you donate a portion of shares directly to Fidelity Charitable, and Fidelity Charitable sells the shares.

$400,0008

Selling your shares and donating the proceeds
Before the company is sold, you donate a portion of shares directly to Fidelity Charitable, and Fidelity Charitable sells the shares.

Additional amount dedicated to charity

+$95,200

3 Total cost basis is the original value of an asset, in this case, the C-corp stock. The effective unrelated business income tax (UBIT) rate for Fidelity Charitable in this instance is 10%.

4 This assumes all realized gains are subject to the maximum federal long-term capital gains tax rate of 20% and the Medicare surtax of 3.8%. This does not take into account state or local taxes, if any.

5 Amount of the proposed donation is the fair market value of the appreciated securities held more than one year.

6 The discount rate is an estimate reflective of applied discount rates generally seen in the valuations of privately held companies. This assumes a rough range of a 5%–10% discount for a minority interest and lack of control. Please note that applied discounts could be higher or lower depending on the nature of the interest and the company itself.

7 Please note that this number refers to the amount of charitable deductions available based on the 8% valuation discount.

8 This assumes there is a stock sale and that no ordinary income is attributed to the sale with a zero cost basis. This also assumes no Unrelated Business Income Tax (UBIT).

Use this calculator when considering donating your privately held C-Corp stock, or consult a professional advisor. 

CASE STUDY

Kathy, a successful entrepreneur, is thinking about selling her garden center business to pursue other ventures.

Woman on smartphone

Her plan was to donate a portion of the proceeds to pay for preschool tuition for low-income children. A couple of firms have shown interest in buying Kathy’s privately held C-corp, but the terms are still being negotiated.

Kathy knows that because she built her business from basically nothing over the course of her career, she would face a large capital gains tax once the sale is complete.

Her financial advisor suggested that instead of selling the business and donating a portion of the proceeds, she should contribute a 20% minority stake in the business directly to Fidelity Charitable—helping to minimize her capital gains exposure and allowing her to claim a higher tax deduction. This strategy would also allow Kathy to make a larger donation than she could make if she only contributed the after-tax proceeds from the sale of her business.

Added benefits of a Giving Account

  • Support one or many charities immediately or over time 
  • Potentially eliminate capital gains tax exposure 
  • Streamline recordkeeping of your donations 
  • Consolidate many tax receipts into one

Ready to get started?

Start making a difference today by opening a Giving Account—no minimum required.

Frequently asked questions

Will Fidelity Charitable take majority stake in an C-Corp? 

Fidelity Charitable will generally look to limit its ownership to a minority interest in a C-Corp.

When is a good time to consider contributing my C-Corp stock? 

Timing is essential to donating private business interests. Fidelity Charitable encourages donors to engage in a conversation with a Fidelity Charitable planning expert and the donor’s own tax and legal advisors as soon as they start exploring a business sale or learns of a potential liquidity event. It is never too early to have the conversation, but it may be too late. (It’s important to start the conversation before a business sale progresses too far.)

Will I be able to deduct the full value of the asset that Fidelity Charitable receives?

Not necessarily. The IRS requires that donors receive an appraisal to determine the fair market value of the asset on the day it was received by the charity. There will likely be some discounts for lack of marketability and control.

Will the contribution trigger any tax liability for the charity?

No. Fidelity Charitable, as a shareholder, will not be subject to tax liability on any income derived during the charity’s period of ownership and on its gain from the sale.

What other types of assets can I donate? 

Fidelity Charitable accepts a wide range of financial assets, from cash and checks to stocks and even non-publicly traded assets. See what you can donate.

Information provided is general and educational in nature. It is not intended to be, and should not be construed as, legal or tax advice. Fidelity Charitable does not provide legal or tax advice.