Executive Summary
What is QSBS Exclusion: The $10M Tax-Free Startup Exit?
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Qualified Small Business Stock (QSBS) under IRC Section 1202 allows non-corporate U.S. taxpayers to exclude up to 100% of capital gains from the sale of eligible C corporation stock, capped at the greater of $10 million ($5 million for married filing separately) or 10 times the aggregate adjusted basis per issuer for pre-July 4, 2025 acquisitions; post-July 4, 2025 changes via the One Big Beautiful Bill Act (OBBBA, P.L. 119-21) raise the cap to the greater of $15 million (indexed for inflation after 2026; $7.5 million for married filing separately) or 10 times basis, shorten minimum holding to 3 years with tiered exclusions (50% at 3-4 years, 75% at 4-5 years), and increase the gross assets test from $50 million to $75 million. [1][2][5][6]
Statutory Basis and Core Rules (Pre- and Post-OBBBA)
QSBS exclusion is codified in 26 U.S.C. § 1202, providing non-corporate taxpayers (individuals, trusts, estates) a deduction from gross income for eligible gain on QSBS disposition. Key requirements:
- Acquisition: Stock issued directly by the corporation after August 10, 1993, for money, property (not stock), or services. Cannot be from secondary purchases.[1][5]
- Holding Period (Old Law, pre-July 5, 2025): >5 years for 50-100% exclusion (100% if acquired after September 27, 2010).[6]
- Holding Period (New Law, post-July 4, 2025):
Holding Period Exclusion % Effective Federal Tax Rate on Non-Excluded Gain (incl. 3.8% NIIT) 3-4 years 50% 15.9% (28% rate on 50%)[1] 4-5 years 75% 7.95% (28% rate on 25%)[1] ≥5 years 100% 0%[1][5] - Excluded gain is AMT-exempt.[1]
- Per-Issuer Cap: | Period
Footnotes
Primary Sources
| Source | Type | URL |
|---|---|---|
| 26 U.S.C. § 1202 | Reference | https://www.law.cornell.edu/uscode/text/26/1202 |
| 26 U.S.C. § 1202(d) | Reference | https://www.law.cornell.edu/uscode/text/26/1202#d |
| 26 U.S.C. § 1202(e)(3) | Reference | https://www.law.cornell.edu/uscode/text/26/1202#e_3 |
| IRS Pub. 550: Investment Income and Expenses | Reference | https://www.irs.gov/publications/p550 |
| 26 C.F.R. § 1.1202 | Reference | https://www.law.cornell.edu/cfr/text/26/1.1202 |
Disclaimer: This guide discusses legal tax optimization strategies only. Tax evasion is illegal and is never recommended. This content is for educational purposes and does not constitute tax, legal, or financial advice. Tax laws vary by jurisdiction and change frequently. Always consult a qualified tax professional (CPA, tax attorney, enrolled agent) before making decisions based on this information. The authors accept no liability for actions taken based on this content.