Qualified small business stock can exclude a large share of gain on a sale from federal tax, but only if a list of requirements is met and documented. We review your company's eligibility, track the tests that can be lost along the way, and help you build the records buyers and the IRS will ask for. Where a rule depends on facts, we say so plainly.
At a glance
- Practice
- Tax
- Pricing
- Flat fee, quoted before we start
- Included
- 6 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
You are incorporating and want to preserve QSBS from day one
- 02
Your company is approaching a large raise that could push gross assets past the ceiling
- 03
An acquirer or secondary buyer is asking whether shares qualify
- 04
You are considering gifting shares or setting up trusts with QSBS in mind
What you get
Scoped in writing before we start. One flat fee for all of it.
- QSBS eligibility review covering C corp status, original issuance and active business requirements
- Aggregate gross-asset test analysis at each stock issuance
- Review of redemptions and other events that can disqualify stock
- Shareholder-facing QSBS summary and a records checklist
- Notes on holding period and exclusion limits that apply to your issuance dates
- Coordination with your accountant on reporting at sale
How it works
- 1
History review
We collect your formation records, cap table, financing dates and balance sheets.
- 2
Test analysis
We work through each Section 1202 requirement and flag where facts are uncertain.
- 3
Records and guidance
You receive a written summary and a records file you can keep updating.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Forming as an LLC and converting late, so only post-conversion appreciation can qualify
- Avoided
Company redemptions of stock near an issuance date that can taint other shareholders' QSBS
- Avoided
Assuming every business qualifies, when certain service, finance and hospitality businesses are excluded
- Avoided
Not keeping balance sheets or valuations that prove the gross-asset test was met
Section 1202 / QSBS Planning: questions founders ask
Qualified small business stock is stock in a domestic C corporation that meets the requirements of Section 1202. If all tests are met, a shareholder can exclude some or all of the federal gain on a sale, up to a cap. The exclusion depends on the issuance date, the holding period and each shareholder's circumstances.
For stock issued before July 5, 2025, the full exclusion generally requires holding the stock for more than five years. Legislation enacted in 2025 added partial exclusions for newer stock held at least three or four years, with the full exclusion still at five years. Your issuance dates determine which rules apply.
The company's aggregate gross assets must not exceed a statutory ceiling at any time before and immediately after the stock is issued. The ceiling was $50 million for stock issued before July 5, 2025, and was raised to $75 million, indexed for inflation, for later issuances. A large raise can push a company over the limit for future issuances, so timing matters.
Not always. Some states, including California, do not conform to Section 1202, so state tax may still apply to the gain. Where you live at the time of sale matters.
Get a flat-fee quote for Section 1202 / QSBS Planning.
A short call with an attorney. You leave with a written scope and one fixed price.
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