05/29/2026
IRC Section 1202 offers a significant tax incentive via the Qualified Small Business Stock (QSBS) exclusion. Eligible taxpayers can exclude up to 100% of capital gains from the sale of qualified stock.
To qualify, the following technical criteria must be satisfied:
1. Entity Status: Stock must be issued by a domestic C corporation.
2. Asset Limitation: Aggregate gross assets must not exceed $50 million at issuance.
3. Active Business: At least 80% of assets must be used in a qualified active trade. Service sectors like banking or hospitality are generally ineligible.
4. Holding Period: Minimum five-year hold required.
5. Original Issuance: Stock must be acquired directly from the corporation for money, property, or services.
For stock acquired after September 27, 2010, the exclusion is typically 100% of the gain, capped at the greater of $10 million or 10 times the adjusted basis. Maintaining rigorous documentation is essential for IRS compliance.
Contact Tax Expert Today for a technical review of your equity structure and exit strategy.
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