Have you ever felt like...
"I built my company from nothing to $10 million. When I sold it, the government took $2.38 million in capital gains tax. I spent 15 years building that value and the IRS took nearly a quarter of it in one day. Nobody told me there was a way to structure the company so I could have kept every dollar of that gain. I found out about it after the sale. Too late."
23.8%
Federal capital gains + Medicare surtax on business exits
$2.38M
Tax on a $10M exit without QSBS planning
$15M
New QSBS exclusion per shareholder (OBBBA 2026)
We hear you. The tax code actually wants to reward you for building businesses. But only if you structure it right, before you sell.
Section 1202 of the Internal Revenue Code created the Qualified Small Business Stock (QSBS) exclusion specifically for entrepreneurs. If your company meets the requirements, you can exclude up to $15 million in capital gains per shareholder from federal tax. That's $15 million you keep. $0 to the IRS. The One Big Beautiful Bill Act just raised this from $10 million to $15 million, added a tiered holding period (you can start excluding gains after just 3 years), and raised the qualifying company size from $50 million to $75 million in gross assets. More businesses qualify. More gains are excluded. And you can start benefiting sooner. But here's the catch: you have to structure BEFORE you sell. After the exit, it's too late.
How It Works: Pay Zero Federal Capital Gains on $15M+ in Business Exits
1
Structure as a C-Corporation
QSBS requires C-Corp status (not S-Corp, not LLC). If you're currently an S-Corp, converting is possible with planning. The key is doing this BEFORE a potential exit.
2
Meet the Requirements
Gross assets under $75 million at time of stock issuance. Active business (not a holding company or financial firm). Stock acquired at original issuance. Note: some professional services firms (consulting, law, medicine) may be excluded, but restructuring can help. We assess your eligibility.
3
Hold and Grow
New tiered exclusion: 50% of gains excluded after 3 years, 75% after 4 years, 100% after 5 years. Previously it was all-or-nothing at 5 years. The OBBBA made this more flexible.
4
Stack Across Family and Trusts
The $15M exclusion is PER SHAREHOLDER. Gift stock to your spouse, children, and trusts before selling. A family of 4 could exclude $60 million. Add trusts and it goes higher.
The people who learn about QSBS after they sell feel sick. The people who plan for it before they sell feel free. The difference is one conversation, years before the exit.
Now Look at What You Keep
Without QSBS Planning
Business exit value$10,000,000
Federal capital gains (23.8%)$2,380,000
State capital gains (est. 5%)$500,000
Total tax on exit$2,880,000
What you actually keep$7,120,000
With QSBS Planning (Section 1202)
Business exit value$10,000,000
QSBS exclusion ($15M per shareholder)$10,000,000 excluded
Federal capital gains tax$0
State tax (some states fully exclude QSBS gains, others don't)$0-$500,000*
What you keep$9,500,000-$10,000,000
Tax You No Longer Owe
$2.38M+
on a $10M exit. On a $15M exit, you'd save $3.57M. On $60M (family stacking), you'd save $14.3M.
Based on $10M C-Corp exit, QSBS Section 1202, 5+ year hold, $15M exclusion per shareholder (OBBBA 2026, PL 119-21). Gross assets under $75M at issuance. Federal capital gains at 23.8% (20% + 3.8% NIIT). State capital gains vary. Family stacking: $15M x 4 shareholders = $60M excluded. Trusts can hold additional QSBS shares for further exclusion. Opportunity Zone reinvestment available for gains exceeding the exclusion (extended to 2030).
What the OBBBA Changed for QSBS
Exclusion cap (per shareholder)$10M → $15M
Holding period100% at 5yr → Tiered: 50%/75%/100%
Company gross asset limit$50M → $75M
Opportunity Zone deadline2026 → 2030
Inflation adjustment on exclusionNo → Yes (starting 2027)
Family Stacking: Multiply the Exclusion
You alone$15M excluded
+ Spouse$30M excluded
+ 2 Children (gifted stock)$60M excluded
+ 2 Trusts$90M+ excluded
Tax saved on $60M at 23.8%$14,280,000
The Seven Levers™ - All Seven Working Together
$850,000/year
This is what a Google VP saves annually using just two levers. Imagine what all seven could do for you. Your number depends on your situation. But the levers are the same.
This Is Real
An entrepreneur excluded $10M+ in capital gains at exit through QSBS planning structured years before the sale. Savings on this lever: $25,000/year in ongoing tax optimization. That's lever 7 of 7.
The Google VP uses just 2 levers and saves $850,000/year. The full system has 7. Your transformation starts with one call.
