The Complete Guide to QSBS & Section 1202
Everything founders, investors and advisors need to know about Qualified Small Business Stock — from qualification to exit planning. Updated for the 2025 OBBBA changes.
Read the Guide →Startup Law for Founders, Investors & Advisors
In-depth guides on QSBS, equity compensation, securities law, and Washington state taxes — by Joe Wallin, startup attorney with 25+ years of experience.
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Washington State Taxes for Startups
A comprehensive guide to how Washington state taxes affect startups, founders and investors — including the capital gains tax, proposed legislation and QSBS conformity.
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Startup Law Glossary: 75+ Terms Every Founder Should Know
A living reference of 75+ startup law terms every founder should know — from 83(b) elections to QSBS, Reg D to vesting schedules, explained in plain English.
Accredited Investor Rules: Who Qualifies, How to Verify, and Why It Matters for Startups
Everything startups need to know about accredited investor requirements — who qualifies, how to verify, the 2020 expansion, common issues with net worth calculations, and practical compliance guidance.
Rule 506(b) vs. 506(c): Which Reg D Exemption Should Your Startup Use?
A practical comparison of the two most important Reg D exemptions — Rule 506(b) and 506(c). When to use each, how investor verification works, and how to avoid costly mistakes.
Regulation D Explained: How Startups Raise Capital Without an IPO
A comprehensive guide to Regulation D — the securities law framework that makes startup fundraising possible. Covers Rules 504, 506(b), and 506(c), accredited investor requirements, Form D, and common pitfalls.
State Tax Comparison for Startup Founders: Where to Incorporate and Where to Live
A comprehensive guide comparing income tax, capital gains, QSBS conformity, and estate tax across 11 states — plus scenario analysis and planning strategies for startup founders approaching an exit.
Anti-Dilution Provisions: What Every Startup Founder Needs to Understand Before Their Series A
Anti-dilution provisions are among the most consequential — and least understood — terms in venture financing. Here's how they work, what they mean for your cap table, and what to negotiate.
Washington's New Income Tax: The Complete Guide for Founders, Investors, and High Earners
Washington's 9.9% income tax takes effect January 1, 2028. This is your complete guide — from who owes it to how to plan for it — with links to 50+ detailed articles on every aspect of the new tax.
The Complete Guide to Qualified Small Business Stock (QSBS): Section 1202 Explained
Section 1202 offers the most valuable tax benefit available to startup founders: excluding up to $15 million in capital gains. This is your complete guide to QSBS — from the basics to advanced stacking strategies.
Cap Table Management: The Founder's Guide to Getting It Right from Day One
Your cap table is the single source of truth for who owns what in your company. Here's how to build it right, model dilution scenarios, and avoid the mistakes that create chaos at your Series A.
Equity Compensation Plan Design: How to Structure Your Startup's Stock Option Plan
Your equity compensation plan is one of the most important documents your startup will create. Here's how to structure it correctly — from pool sizing to vesting schedules to change of control provisions.