09/17/2026
As we continue to expand our QSBS consultation practice at MAS LLC, we have published another updated technical resource for business owners, founders, and advisors considering this valuable tax provision.
IRC Section 1202 can provide an extraordinary federal tax benefit for qualifying C corporation shareholders, potentially excluding up to 100% of eligible gain. The rules were significantly expanded in 2025, including a new tiered holding-period structure for qualifying stock issued after July 4, 2025, an increase in the per-issuer exclusion cap from $10 million to $15 million, and an increase in the gross-assets threshold from $50 million to $75 million.
Our updated September 2026 QSBS Technical Implementation Guide goes beyond the basic qualification rules and addresses the practical issues we are increasingly working through with business owners, including Section 351 conversions, original issuance requirements, the active-business test, 409A valuations, Section 83(b) elections, documentation, ongoing compliance, and potential disqualification risks.
For business owners considering QSBS planning, the key is to address Section 1202 early. Qualification is not simply determined when a company is sold. Corporate structure, stock issuance, valuation, business activities, asset levels, and documentation throughout the holding period can all affect the ultimate exclusion.
We will continue expanding our QSBS advisory work and providing resources as this area of tax planning evolves.
Read our updated QSBS Technical Implementation Guide
MAS LLC Tax Advisory & Consulting Services IRC Section 1202: Qualification, 2025 Changes, Planning and Compliance September 2026 Jessica Irving Marschall, CPA, ISA AM President & CEO, MAS LLC Fredericksburg, Virginia Executive Summary Internal Revenue Code Section 1202 offers one of the most signifi...