Advisors who know QSBS cold — before your liquidity event closes.
Qualified Small Business Stock (IRC §1202) can eliminate federal capital-gains tax on the greater of $15M or 10× your basis, per company. The rules are a minefield: the 5-year holding clock, the original-issuance test, the redemption trap, §1045 rollovers, stacking across trusts and family, and states like California that don't conform. Get matched with fee-only advisors who do this every day.
QSBS is not "just capital gains"
It is one of the largest exclusions in the tax code — and one of the most trap-laden. A clean §1202 position on a $10M gain saves roughly $2.4M in federal tax. But qualification is decided years before the sale, by facts most founders and employees never think to check: was the company a C-corp at issuance, were its gross assets under the threshold, did you receive the stock at original issuance, and has the 5-year clock actually run? Miss one and the entire exclusion can evaporate.
- Eligibility verification: C-corp status, the $75M gross-asset test at issuance, the active-business requirement, and original issuance — confirmed against your actual cap-table dates, not assumed.
- The 5-year clock & §1045 rollovers: if a tender or acquisition hits before your hold matures, a Section 1045 rollover (60-day window) can preserve the exclusion. The timing is unforgiving.
- Stacking the exclusion: the $15M cap is per taxpayer, per issuer. Non-grantor trusts and spousal gifting can multiply it — but only if structured before the sale.
- State conformity: California and a few other states tax the gain even when it is federally excluded. Residency and timing planning can be worth seven figures.
- Entity-conversion traps: LLC- or S-corp-to-C-corp conversion timing determines whether your holding period and basis qualify at all.
- Pre-liquidity sequencing: once the tender or acquisition closes, most levers are gone. The window to act is before the deal — often well before.
Tools & guides
QSBS Exclusion Calculator
Estimate your federal tax savings. Enter your basis, expected proceeds, and holding period — see the $15M-or-10×-basis cap applied, the post-OBBBA tiered exclusion (50% / 75% / 100%), and the tax you'd owe with QSBS versus without.
What Is QSBS? The Complete Guide to Section 1202
How the exclusion works after OBBBA: the $15M cap, the $75M gross-asset threshold, the tiered holding-period schedule, the 28% rate on the unexcluded portion, and why this is the single biggest tax opportunity most founders never hear about.
QSBS Eligibility Checklist: Does Your Stock Qualify?
The company-level and shareholder-level tests, walked one at a time: C-corp status, gross assets at issuance, qualified-business activity, original issuance, and the redemption and S-corp-conversion traps that quietly disqualify otherwise-clean positions.
QSBS Stacking: Multiplying the $15M Exclusion
The $15M cap is per taxpayer, per issuer — so multiple taxpayers can each claim their own. How founders use non-grantor trusts and spousal gifts to stack two, three, or more exclusions on a single company, and the structuring that has to happen before the sale.
Who we match
Founders approaching an exit
A tender offer, acquisition, or IPO is on the horizon and your gain runs from $1M to $50M+. The decisions that determine your §1202 outcome — stacking, §1045, residency — have to be made before the deal closes.
Early employees & option holders
You early-exercised, filed an 83(b), or hold founder-era stock and want to know whether it qualifies and when your 5-year clock actually started.
Angel & seed investors and fund LPs
You hold direct C-corp positions or invest through funds, and you're stacking QSBS across multiple issuers. Coordinating basis, holding periods, and §1045 across positions is where a specialist earns their keep.
How matching works
Get matched with a QSBS specialist
Tell us your situation. We'll match you with a fee-only advisor who handles Section 1202 planning — eligibility, the 5-year clock, §1045, and stacking — before your liquidity event. No fees, no obligation.
QSBS Advisor Match is a matching service. We connect you with vetted fee-only financial advisors in our network — we don't manage money, file your taxes, or provide advice ourselves. QSBS / Section 1202 eligibility is highly fact-specific and must be confirmed with qualified tax counsel.