Incentive Stock Option and AMT

[Farain Farsai]

Lock-Up Period on stocks that were acquired through exercised of ISO on a small start up company makes those stocks not transferable (sell-able). The employee does not have full right of "ownership". In some instances the Administrator has to approve and the new owner will be faced with the same restriction. According to Publication 525, Pages 12 and 14, there should be no tax, including Alternative Minimum Tax. However, Form 3921 and its instruction does not make this distinction and trigger AMT even the stocks are not transferable. It treats all the ISOs as if they are stocks of a large public company that is traded on stock market.
IRS must make this distinction (ability to sell/transfer) before the AMT is triggered on ISO. Even though there is Fair Market Value box, but there is no "free market of buyers and sellers" and the FMV goes under question, so does the trigger of AMT?

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