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Are your books QSBS-ready?

QSBS can exclude up to $10M of capital gain from federal tax — but only if your records hold up to scrutiny five years from now.


Section 1202 has hard tests: domestic C-corp at issuance, gross assets under $50M, active business in a non-excluded sector, and a five-year holding period. Each of those is provable from records you keep today, or it is not. The records that matter: the original stock-issuance documents (board consents, stock certificates or electronic records, capitalization-table snapshots), gross-asset balance sheets at every issuance date, evidence of the active-business test (revenue activity, payroll records), and the entity history (any conversions, reorganizations, or name changes). Most QSBS disputes happen because the company cannot reconstruct the gross-asset balance at issuance. We keep a QSBS workpaper that snapshots the relevant figures every time stock is issued, so the proof exists when it is needed. If you are a C-corp with under $50M in assets and you are issuing stock today, building this discipline into your monthly close costs almost nothing now and is worth real money later.

This is general information for educational purposes only. It is not legal or tax advice for your specific situation. Talk to your accountant before making decisions.

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