Section 1202
Section 1202 (QSBS) rules, eligibility, and planning tips for founders and investors.
What to Put on Your Section 351 Statement When Nobody Knows What the Company Is Worth
How not to screw up your 10x basis, which could be worth far more than the $15 million cap.
Can an S Corporation Get QSBS? The C-Corporation Subsidiary Strategy
S corporation stock is not QSBS. But an S corporation may hold qualifying stock in a new C-corporation subsidiary. Here is how the strategy works—and where it can fail.
The $2M Cash Box: How a Section 1045 Rollover Dies Quietly
How the first-six-month test, working-capital rules and company-age cap affect Section 1045 replacement stock, with examples of cash and active-asset valuation.
Your Startup Got Acquired. What Happened to Your QSBS?
In a stock-for-stock acquisition, your QSBS may survive under Section 1202(h)(4) — but with an exchange-date gain cap most shareholders don't know about.
Missing Stock Certificates and QSBS: What the IRS Ruling Actually Says
PLR 201636003 addresses stock ownership without certificates. It does not determine issuer eligibility, active-business compliance, or F-reorganization status.
Your Startup Can Be Worth $300M and Still Qualify for QSBS
Separate the QSBS gross-assets test, contributed-property FMV rules, shareholder basis and eligible-gain limit—with a worked example of pre-contribution appreciation.
You Bought a SAFE. Who's Protecting Your QSBS?
A SAFE side letter can provide QSBS information rights and annual factual certifications. It cannot settle the SAFE’s tax classification or guarantee a Section 1202 exclusion.
QSBS Records Washington Founders Should Keep
Company and shareholder records that support Section 1202 eligibility: formation, issuances, gross assets, active business, redemptions, and holder-level history.
