The $2M Cash Box: How a Section 1045 Rollover Dies Quietly
A §1045 rollover relocates your tax problem onto the replacement company's balance sheet. One $2M rollover, five trajectories — and the maintenance system that decides which one you get.
29 posts with this tag
Section 1202
Section 1202 (QSBS) rules, eligibility, and planning tips for founders and investors.
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.
No Stock Certificates? Your QSBS Is Probably Fine. The IRS Said So.
In PLR 201636003 the IRS ruled that stock can be QSBS without formal stock certificates — ownership is a matter of economic substance. Here's what the ruling holds, and what it carefully didn't decide.
Your Startup Can Be Worth $300M and Still Qualify for QSBS
Section 1202 uses tax basis for the company's qualification cap and FMV for the shareholder's exclusion cap. Confusing the two costs founders money. The distinction, cleanly.
You Bought a SAFE. Who's Protecting Your QSBS?
Angels investing on SAFEs are the most QSBS-exposed investors on the cap table and the least protected. A one-page side letter with an annual certification fixes it.
The Washington Founder's QSBS Playbook: How to Qualify, Document, and Defend Your §1202 Exclusion
For Washington founders, §1202 is the single most valuable tax provision in the federal code. Here's how to qualify, document, and defend the exclusion across both pre- and post-OBBBA regimes.
