Tax
QSBS (Qualified Small Business Stock, §1202)
A tax provision excluding up to $15M of capital gain on qualifying small business stock (stock issued after July 4, 2025; $10M for earlier stock).
Section 1202 excludes capital gain on the sale of qualified small business stock. For stock issued after July 4, 2025 (OBBBA rules): up to $15M or 10× basis, gross assets at issuance under $75M, and a tiered exclusion: 50% at 3+ years, 75% at 4+ years, and 100% at 5+ years.
Stock issued on or before July 4, 2025 keeps the old rules: $10M (or 10× basis) cap, $50M gross-assets ceiling, and an all-or-nothing 100% exclusion at 5+ years (for post-9/27/2010 issuances).
Either way, the issuer must be a domestic C-corp and must conduct an active business in qualified industries (excluding professional services, financial services, hospitality).
Common pitfalls
- Converting an LLC to C-corp doesn't reset the QSBS clock; only stock issued post-conversion qualifies
- For stock issued on or before July 4, 2025, the 5-year holding period is a cliff: even one day short disqualifies, and only post-OBBBA stock gets the 3- and 4-year partial tiers
- Many states (including California) don't conform to §1202, so state tax still applies
Related service
See tax and CPA servicesRelated terms
Have a QSBS (Qualified Small Business Stock, §1202) situation in your business?
Federal, state, and local returns prepared and reviewed by a licensed CPA, with the planning done before year-end rather than after it.