How do founders keep QSBS treatment through a recapitalization? A Section 368(a)(1)(E) tax-free recap can preserve QSBS under Section 1202(h)(4)(A), but only if the reorganization requirements are met, the aggregate gross assets threshold is respected, and Section 305 does not turn the recap into a taxable deemed distribution. Many of our founder clients organize as…
Do states follow the federal QSBS exclusion under OBBBA — and why does state conformity matter? Not automatically. The One Big Beautiful Bill Act (OBBBA, Pub. L. No. 119-21) expanded the federal Qualified Small Business Stock (QSBS) exclusion under IRC §1202 — but states set their own conformity. Maine and Oregon have enacted legislation DECOUPLING…
Want a $10 Million Tax-Free Startup Exit? This isn’t a fantasy. It’s a little-known U.S. tax code called QSBS, and understanding it could be the most valuable financial decision you ever make as a founder. Have you ever spent years, maybe even a decade, pouring your heart and soul into your startup? You’ve weathered…
