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QSBS Qualifier
See whether your founder stock qualifies for the §1202 federal exclusion — up to 100% of gain, capped at $10M (or $15M post-OBBBA) or 10× basis. Models the 2025 OBBBA tiered rules.
Your stock & company details
Likely qualifies — 100% federal exclusion
Holding tier: 5yr+ · Acquired before OBBBA (July 4, 2025)
- Per-issuer cap
- $10M
- Excludable gain
- $10M
- Federal tax saved
- $2.38M
at 23.8% LTCG + NIIT
Educational estimate only. Holding period is day-counted under §1202 — values near a 3, 4 or 5-year threshold should be confirmed against actual transaction dates. State taxes (California fully taxes QSBS) and AMT are not modeled. Talk to a tax advisor before acting.
Book a QSBS conversationFrequently asked questions
What is QSBS (Section 1202)?
Qualified Small Business Stock under IRC §1202 lets eligible founders and early investors exclude up to 100% of federal capital gains on the sale of qualifying C-corp stock, subject to a per-issuer cap.
What changed under the OBBBA in 2025?
For stock acquired after July 4, 2025, the One Big Beautiful Bill Act introduces a tiered exclusion (50% at 3 years, 75% at 4 years, 100% at 5 years), raises the gross-assets cap from $50M to $75M, and raises the per-issuer cap from $10M to $15M.
Does California honor QSBS?
No. California fully taxes QSBS gains. Most other states conform to the federal exclusion. This tool models the federal exclusion only.
Which businesses are excluded?
Service businesses (legal, accounting, consulting, health, financial services), farming, mining, hospitality and finance/insurance generally do not qualify. Most software, SaaS, AI, fintech (non-bank), hardware, biotech and e-commerce startups do.
How much can I exclude per issuer?
The per-issuer cap is the greater of $10M ($15M for post-OBBBA stock) or 10× your original adjusted basis. Spouses and gifting/trust strategies can multiply caps further.