If you're planning to claim the Section 1202 exclusion, you need documentation. This template gives you a ready-to-use letter a company can issue to shareholders confirming the five key facts that support a QSBS position.
What it covers
C-corporation status. Confirmation the issuer is and has been a domestic C-corp.
Gross asset threshold. Certification that aggregate gross assets were below the §1202 threshold at the time your stock was issued.
Active business requirement. Confirmation the company operates as a qualified active business under §1202(e).
Qualified trade or business. Confirmation the company is not in an excluded field under §1202(e)(3).
No disqualifying redemptions. Certification of no significant redemptions within the prohibited window under §1202(c)(3).
Who it's for
Founders, early employees, and investors who hold or may hold QSBS — and the companies that issue it. The template is designed to be completed by a CFO or CEO and delivered to shareholders as part of routine QSBS documentation practice.
It does not replace legal advice. If you have questions about your specific situation, get in touch.