When the QSBS exclusion is worth millions, you want a lawyer's signature on the letter — not a software output. And you want it now, not later.
Best for founders, early investors, and venture-backed companies where the Section 1202 exclusion may be worth seven or eight figures.
Carta will give you a $2,500 QSBS attestation letter. For early-stage companies with clean facts, that's fine.
But QSBS isn't always clean. Retroactive letters. Redemption windows. F-reorganizations. Holdings that drift toward the active-business line.
And then there's the scenario every founder should fear: you sell your company. You take the exclusion. Three years later, the IRS opens an audit. Where's your attestation letter? Where's your substantiation of the facts that justified your tax position — the gross-assets test at issuance, the active business requirement, the holding period, the absence of disqualifying redemptions?
If the answer is "somewhere," you have a problem. You're now an archaeologist — digging through years-old records, tracking down former CFOs and board members, reconstructing facts under audit pressure to save an exclusion that may be worth more than your house.
You don't want to be an archaeologist. You want peace of mind.
Do the work now. Get the letter while the facts are fresh, the records are current, and you have time to think carefully. Then sleep at night.
Why this matters now
The One Big Beautiful Bill Act (OBBBA), enacted in 2025, expanded the QSBS regime in important ways. For stock issued on or after July 4, 2025, the per-issuer aggregate gross-assets ceiling rises from $50 million to $75 million, the per-holder gain exclusion rises from $10 million to $15 million, and partial exclusions become available at three years (50%) and four years (75%) of holding, with the full 100% exclusion still requiring five years. Stock issued before that date remains governed by the prior rules.
That's more money on the table — and more ways to get it wrong. Section 1202 was already one of the most technical sections of the tax code. OBBBA layered new effective-date rules, transition issues, and planning angles on top of it. For a fuller explanation of what changed and what didn't, see The Big Beautiful Bill: A New Era for QSBS and Startup Investment.
Who I am
I'm Joe Wallin. I've practiced startup and tax law for 25+ years, with deep focus on Section 1202 since well before QSBS became fashionable. I chair the Angel Capital Association's Legal Advisory Committee. I co-authored Angel Investing: Start to Finish (Holloway). I helped draft Washington State's equity crowdfunding law. I hold an LL.M. in Taxation from NYU.
When the exclusion is real money, this is the work I do.
Three ways to engage
Letters are provided to the company. The company may share them with its shareholders.
1. QSBS Attestation Letter — $7,500
A reasoned attorney letter on your company's QSBS status as of a specified date. Analysis covering the gross-assets test at issuance, active business requirement, eligible industry, and any disqualifying events. Delivered in 10 business days. Substantiation that holds up under audit scrutiny.
Retroactive letters from $10,000.
2. QSBS Counsel of Record — $5,000/year
Annual attestation letter, plus standing counsel for QSBS questions throughout the year. Quarterly 15-minute check-in. Early warning on $75M ceiling risk, redemption traps, business pivots, and reorganizations that can quietly destroy QSBS status. Priority response on shareholder questions. Best for Series B+ companies headed toward exit.
3. Pre-Exit QSBS Certification — from $15,000
Comprehensive retroactive substantiation for companies preparing for a liquidity event without a clean QSBS paper trail. Full file review, reasoned attorney letter covering the whole holding period. The work that ensures the company has audit-ready documentation in hand — before the wire transfers hit, not after.
Holder count and pricing
Base pricing above assumes up to 25 record holders. For larger cap tables:
- 26-50 record holders: +$1,500
- 51-100 record holders: +$3,500
- 100+: by quote
Optional add-on: per-shareholder companion letters
For founders, key executives, or significant investors who want a holder-level letter confirming their own §1202 facts (eligibility as a non-corporate holder, original-issuance status, holding period, cap application), I offer companion letters at $500 per holder, based on a short factual questionnaire and review of acquisition documents. Most companies don't need these for every shareholder. They make sense for the people with the most at stake.
What you actually get
- A reasoned attorney letter from a lawyer with 25+ years of Section 1202 experience — not a software-generated document.
- Contemporaneous substantiation, captured while the facts are fresh and the records are intact.
- Analysis you can hand to the IRS on audit without flinching.
- Coverage for the hard cases Carta won't touch.
- Peace of mind — so if the audit letter ever arrives, you don't become an archaeologist.
Ready to talk?
QSBS is the most generous federal capital gains exclusion in the Internal Revenue Code. Up to $15M per holder for stock issued on or after July 4, 2025. Don't lose it on a technicality. And don't leave the substantiation for later.
Schedule a 20-minute QSBS substantiation call →
Engagement subject to conflicts check and a written engagement agreement. Nothing on this page is legal or tax advice, and no tax position should be taken based solely on the information shown here. Attorney advertising.