Document your QSBS eligibility now — while the facts still exist.
Fixed-fee, attorney-prepared attestation letters for founders, employees, and investors. Create a defensible written record before records disappear, people move on, and exits arrive.
Why this matters
Section 1202 can allow eligible holders of qualified small business stock to exclude up to 100% of gain, subject to the statute's limits and requirements. For shares issued after July 4, 2025, the per-taxpayer exclusion cap increased from $10 million to $15 million (or 10x basis, whichever is greater), and the gross asset threshold increased from $50 million to $75 million.
With Washington's new 9.9% income tax (SB 6346) taking effect January 1, 2028, QSBS eligibility is now one of the most significant tax planning variables for WA-based founders. Gains excluded under Section 1202 never enter federal AGI — which means they never enter Washington's tax base. Documenting eligibility before 2028 is a planning step worth taking now.
But QSBS treatment is not automatic. Eligibility depends on the facts at issuance and, in some cases, facts that continue to matter over time, including entity status, gross assets, business activity, stock issuance mechanics, and other details that are often poorly documented by the time an exit arrives.
One of the most common pitfalls is what practitioners call the 'substantially all' trap. Section 1202 requires that a company use at least 80% of its assets in a qualifying active trade or business for substantially all of the shareholder's holding period. If a company pivots its business, holds too much cash after a large financing, or drifts into an excluded industry for a meaningful window of time, the stock may permanently lose QSBS status — even if it qualified at issuance.
This is why documenting the analysis annually — not just at issuance or at exit — matters. A contemporaneous written record is far more useful than trying to reconstruct the file years later when the relevant facts and people may no longer be accessible.
What you receive
- Attorney-reviewed analysis of the available QSBS facts
- A written attestation letter documenting the key facts, assumptions, and conclusions
- A list of supporting documents reviewed
- Identification of issues or risk areas that may affect the analysis
- Practical guidance on gaps in the company record
This service is designed to help create a clear written record while the relevant facts are still accessible.
Sample Attestation Letter (Redacted)
Who this is for
Typical clients
- Founders who want to document QSBS eligibility before a financing or exit
- Early employees with significant startup equity
- Investors who want a better record of potential Section 1202 treatment
- Companies responding to founder, employee, or investor requests for QSBS documentation
Why clients do this now instead of later
Most people wait too long.
By the time a sale is on the horizon, important records may be missing. Cap tables may have changed hands. Original formation documents may be hard to locate. Early asset values may be unclear. The people who knew the facts may no longer be at the company.
That is exactly why documenting the analysis earlier can matter.
With SB 6346 taking effect in 2028, the planning runway is open now — but the decisions that matter (entity structure, holding period, asset use documentation) take time to get right.
How the process works
- Initial intake — We gather basic information about the company, the stock, and the holder.
- Document review — We review the available corporate, tax, and financing materials relevant to the Section 1202 analysis.
- Legal analysis — We evaluate the known facts, identify gaps or issues, and determine whether an attestation letter is appropriate.
- Written attestation — We prepare a written letter documenting the relevant facts, assumptions, and conclusions.
- Follow-up guidance — Where appropriate, we identify additional records or cleanup steps that may help strengthen the file.
Pricing
Fixed-fee pricing based on complexity. Typical range: $2,500 to $7,500.
Traditional QSBS attestation letters from law firms often cost $10,000 to $15,000, and can reach $25,000 or more for companies approaching IPO. Our pricing reflects a focused, attorney-prepared engagement — not an automated checklist, but not a sprawling project either.
Factors affecting scope include:
- Whether the holder is a founder, employee, or investor
- Age and complexity of the company
- Number of financings
- Availability of records
- Whether there are known Section 1202 issues that require deeper analysis
For more complex matters, we can scope the engagement separately.
Timing
Most engagements are completed within 3 to 5 business days after receipt of the relevant materials, although more complex matters can take longer.
Typical client time required: 30 to 60 minutes. We work from existing documents — cap table, financing docs, formation records, tax returns. You do not need to prepare anything special. We will identify what is missing and advise on next steps.
Ongoing QSBS Monitoring (Annual Updates)
A one-time attestation letter documents eligibility at a point in time. But QSBS status is not static — it can be lost if the company drifts out of compliance during the holding period.
For clients who want ongoing protection, we offer annual QSBS eligibility reviews. Each year, we review material changes — new financings, business pivots, stock repurchases, headcount shifts — and update the attestation letter accordingly. This creates a year-by-year record that is far more defensible than a single letter prepared at exit.
- Annual review of material changes affecting QSBS eligibility
- Updated attestation letter each year
- Early warning if eligibility is at risk
- Particularly valuable for stacking and packing strategies involving multiple trusts or transferees
Contact us to discuss annual monitoring pricing for your situation.
Frequently asked questions
What is a QSBS attestation letter?
It is a written legal document that records the relevant facts and analysis bearing on whether stock may qualify for Section 1202 treatment.
Does an attestation letter guarantee QSBS treatment?
No. QSBS treatment always depends on the actual facts and applicable law. An attestation letter does not guarantee a tax result. It is intended to create a clear, contemporaneous record of the analysis.
How is this different from automated QSBS tools?
Automated tools rely on data inputs and checklists. Our service involves attorney review of the underlying corporate, tax, and financing documents, application of Section 1202's requirements to your specific facts, and preparation of a written legal record. That distinction can matter at exit, in due diligence, or in an audit.
Who usually requests these letters?
Founders, early employees, investors, and sometimes companies seeking to help stockholders document potential eligibility.
When is the best time to do this?
Usually earlier than people think. The value is often highest while records are still available and the relevant people still remember the facts. Annual review — particularly after a major financing, a business pivot, or a stock repurchase — is a sound practice.
Can you help identify missing records or problem areas?
Yes. Part of the process is identifying factual gaps and issues that may affect the analysis.
Related resources: QSBS / Section 1202 Guide · QSBS and Washington's New Millionaire Tax · Washington's New Income Tax: What Founders Need to Know
Get started
If you would like to evaluate and document potential QSBS eligibility, contact us at joe@wallinlegal.com or book a 20-minute call directly using the link below. Most inquiries receive a response within one business day.
General information only. Not legal or tax advice. Engagement subject to conflicts review and a signed engagement agreement.