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QSBS (Section 1202): Qualifying and the Holding-Period Check

How a Qualified Small Business Stock (QSBS) can exclude gains from federal tax, and what it takes to qualify. 

Qualified Small Business Stock (QSBS) under Section 1202 can let eligible shareholders exclude a significant portion of federal capital-gains tax when they sell (if certain requirements are met). This is one of the most valuable tax benefits available to startup founders and early investors. 

Common Requirements: 

  1. The stock is in a domestic C-Corporation

  2. It was acquired at original issuance (not on the secondary market)

  3. The company's gross assets were under the statutory threshold when the stock was issues 

  4. You hold the stock for the required period before selling 

QSBS rules are technical and fact-specific. Confirm eligibility with a tax advisor before relying on it.

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