QSBS §1202 Exclusion Estimator

Company & Stock Details

Date Stock Acquired (approximate year) Pre-7/4/2025: tier by acquisition date. OBBBA: tier by holding period.

C-Corp Gross Assets at Issuance ($M) ≤$50M (stock acquired on/before Jul 4, 2025) or ≤$75M (OBBBA) at issuance

Holding Period (years from acquisition to sale) Pre-7/4/2025 stock: >5 yrs for 100%. OBBBA stock: 50%/75%/100% at 3/4/5 yrs.

Your Cost Basis / Amount Paid ($)

Expected Sale Proceeds ($)

Eligibility Checklist

Check all boxes that apply to your situation. All items must be met for §1202 exclusion.

Stock is in a domestic C-corporation (not S-corp, LLC, LP, or foreign entity)

Stock was acquired as original issue (directly from company, not secondary market)

Company is an active business in a qualifying trade (not professional services, finance, hospitality, farming)

Stock acquired in exchange for money, property, or services (not via conversion of existing shares)

Company was not publicly traded at time of issuance

No significant stock repurchase by the company within 2 years before/after issuance

Your Tax Rates

Federal LTCG Rate

State Capital Gains Rate (%) Many states do NOT conform to §1202 (e.g., CA, MA, PA). Enter 0 if state conforms or no state tax.

§1202 QSBS Result

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Exclusion tier (federal)

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Gain excluded from federal tax

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Federal tax without §1202

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Federal tax with §1202

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Federal tax saving

Eligibility Status

Exclusion Tier Table

Acquisition Period	Exclusion %	AMT Pref	Your Tier?

⚠️ Per-issuer cap: §1202 exclusion is capped at the greater of the statutory cap — $10M for stock acquired on/before Jul 4, 2025, or $15M for OBBBA stock acquired after (indexed after 2026) — or 10× adjusted basis per issuer, per taxpayer. Gain above the cap is taxed normally.

Tax Comparison

Scenario	Gain Taxable	Federal Tax	State Tax	Total

State Conformity Note

Many states do not conform to IRC §1202, meaning your state will tax the full gain even if the federal exclusion applies. Prominent non-conforming states include California, Massachusetts, Pennsylvania, New Jersey, and Alabama. Always verify with a tax advisor for your specific state.

💡 If your state doesn't conform and you have an 83(b) election on record, your state LTCG will be calculated on the full gain. Factor this into your exit planning — the federal saving may be partially offset by state tax.

Next Steps

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83(b) Election Engine

Filing 83(b) starts your QSBS hold-period clock (AL-147)

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Exit Waterfall Modeler

What's left after preferences — before §1202 savings (AL-148)

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ISO-AMT Planner

28% AMT applies to excluded gain pre-2010 tiers (AL-116)

Inbound: 83(b) Election Engine (AL-147), Exit Waterfall (AL-148) · Downstream: ISO-AMT Planner (AL-116)