Tax Field Guide

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Gains & Business Sales

Qualified Small Business Stock (QSBS)

Overview

Section 1202 may let you exclude part or all of the gain when selling stock in a qualifying small business.

IRS scrutiny

Generally accepted, with some areas where the IRS looks closely.

Common questions

How much gain can be excluded on qualified small business stock bought after July 4, 2025?

50% after three years, 75% after four years and 100% after five years. The per-company cap is the greater of $15 million (reduced by gain excluded in earlier years) or 10 times the adjusted basis of the stock, and the company's gross assets generally must not exceed $75 million.

Source: 26 U.S.C. ยง1202 as amended by P.L. 119-21

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