How it works
Section 1202 of the Internal Revenue Code may allow eligible noncorporate taxpayers to exclude some or potentially all federal gain on qualifying C-corporation stock when detailed company, issuance and holding-period requirements are satisfied.
Why someone might consider it
For founders, early employees and investors holding qualifying shares, QSBS status can materially affect the after-tax economics of a future liquidity event.
Important considerations
Eligibility is highly fact-specific. Company structure, gross assets, business activities, original issuance, holding period and changes in the law can all matter. Documentation should be addressed well before a sale.
Example
A founder preparing for a business sale may want the planning team, CPA and attorney to determine whether shares could qualify under Section 1202 before transaction documents and tax planning are finalized.
Related terms
Business valuation · 83(b) election · Succession planning · Tax-loss harvesting