#software-capitalization
ASC 350-40 software capitalization rules, capitalize vs expense decisions, and audit-defensible processes
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FASB's ASU 2025-06 replaces the three-stage ASC 350-40 test with a single "probable-to-complete" threshold for internal-use software, a change expected to decrease capitalization for SaaS companies once it takes effect for annual periods beginning after December 15, 2027.
ASC 340-40 requires companies to capitalize incremental commissions as a deferred asset and amortize them over the benefit period—often three to five years for SaaS, set by the renewal commensurate test rather than the contract term.
OBBBA's new Section 174A restores immediate expensing for domestic R&D in tax years after December 31, 2024, and qualifying small businesses can amend 2022–2024 returns by July 6, 2026 to recover overpaid tax. A guide to the three coexisting Section 174 regimes, the Section 41 credit add-back, foreign 15-year amortization, and the statement in lieu of Form 3115.
The One Big Beautiful Bill Act's Section 174A restores immediate domestic R&D expensing starting in 2025, and small businesses under roughly $31 million in average gross receipts have until July 6, 2026 to amend 2022, 2023, and 2024 returns to recover taxes paid under the TCJA capitalization rules.
ASC 350-40 governs which software development costs SaaS companies expense and which they capitalize as intangible assets. ASU 2025-06 retires the three-stage model in favor of a probable-to-complete threshold, with the FASB signaling more costs will be expensed. This guide covers what qualifies, the EBITDA and balance-sheet impact, and how to set up an audit-defensible process.
