Most founders learn about QSBS after they sell. By then it's too late.
The QSBS Exit Playbook: Pay Zero Federal Capital Gains on $15M+
The One Big Beautiful Bill Act just raised the exclusion, added a tiered holding period, and expanded who qualifies. Here's the complete guide to keeping every dollar of your exit.
What Just Changed
QSBS Under the One Big Beautiful Bill Act (PL 119-21)
Signed July 4, 2025. Applies to stock issued after July 4, 2025. Existing QSBS stock retains prior rules.
| Provision | Before OBBBA | After OBBBA |
|---|
| Gain exclusion cap per shareholder | $10,000,000 | $15,000,000 |
| Holding period for full exclusion | 100% only after 5+ years | 50% at 3yr, 75% at 4yr, 100% at 5yr |
| Company gross asset threshold | $50,000,000 | $75,000,000 |
| Inflation adjustment | No | Yes (starting 2027) |
| Opportunity Zone extension | Expiring 2026 | Extended to 2030 |
Does Your Business Qualify?
QSBS Qualification Checklist (Section 1202)
✓C-Corporation status. The company must be a C-Corp (not S-Corp, not LLC). If you're currently an S-Corp, conversion is possible with planning, but it must happen before the exit.
✓Gross assets under $75M at the time the stock was issued (raised from $50M by the OBBBA). Most small and mid-sized businesses qualify.
✓Active business. At least 80% of assets must be used in the active conduct of a qualified trade or business. No holding companies.
✓Stock acquired at original issuance. You received the stock directly from the company (not purchased on a secondary market).
✓Held for 3+ years (new tiered exclusion: 50% at 3 years, 75% at 4 years, 100% at 5+ years).
✗Excluded industries: Financial services, insurance, farming, mining, hospitality (hotels/restaurants). Professional services (law, accounting, consulting, medicine) may be excluded depending on how the business is structured. We help clients restructure to qualify where possible.
Family Stacking: Multiply the $15M Exclusion
You alone$15M excluded
+ Your spouse (gift stock before sale)$30M excluded
+ 2 adult children (gift stock before sale)$60M excluded
+ 2 irrevocable trusts (hold QSBS shares)$90M+ excluded
Tax saved on $60M exit at 23.8%
$14,280,000
This is how families keep generational wealth. One structure. Planned years before the exit.
Beyond QSBS: Opportunity Zone Reinvestment
If your exit gains exceed the QSBS exclusion, you can defer and reduce additional capital gains by reinvesting in a Qualified Opportunity Zone Fund (QOF). The OBBBA extended the Opportunity Zone program to 2030. By investing gains into a QOF within 180 days of the sale, you defer the capital gains tax and potentially reduce the taxable gain by up to 15%. Combined with QSBS, you can eliminate tax on the first $15M+ and defer/reduce tax on everything above it.
The Seven Levers™ - All Seven Working Together
$850,000/year
This is what one client saves annually using just two levers. Imagine what all seven could do. Your number depends on your situation. But the levers are the same. And the first step is the same: one conversation.
An entrepreneur excluded $10M+ in capital gains at exit through QSBS planning structured years before the sale. A Google VP saves $850,000/year using just 2 levers. Your transformation starts with one call. Imagine what all 7 could do.
Taylored Tax clients (identities protected)
Structure now. Not after the exit.
QSBS planning must happen before you sell. The earlier you start, the more options you have. One conversation today could save millions tomorrow.
