Your Startup Got Acquired. What Happened to Your QSBS?
In a stock-for-stock acquisition, your QSBS may survive under Section 1202(h)(4) — but with an exchange-date gain cap most shareholders don't know about.
The Startup Law Blog
Practical legal guidance on QSBS (Section 1202), equity compensation, startup formation, financing, and Washington State tax issues for founders, investors, and startup employees.
Latest posts
The Washington Domicile Change Checklist: How to Establish Domicile in Another State — and Prove It
Changing domicile out of Washington is proven with paper, not intentions. A phase-by-phase checklist — before the move, move week, first 90 days, and every year after — with the documentation to keep at each step.
No Stock Certificates? Your QSBS Is Probably Fine. The IRS Said So.
In PLR 201636003 the IRS ruled that stock can be QSBS without formal stock certificates — ownership is a matter of economic substance. Here's what the ruling holds, and what it carefully didn't decide.
Can You Prove Your QSBS Will Hold Up?
QSBS is a fact-intensive benefit. The IRS doesn't take your word for it. Here's what your documentation needs to cover.
Featured
511,408 Signatures Later, Washington's Income Tax Is Headed to the Ballot — What That Changes (and What It Doesn't)
IP26-645 submitted 511,408 signatures on July 2 — nearly double the requirement. What the repeal initiative does, the November 3 timeline, the two-year constitutional lock if it passes, and why founders should keep planning as if the 9.9% tax takes effect.
You Can Pass the 30-Day Rule and Still Owe Washington Tax on Your Stock Sale
Washington's 30-day safe harbor makes you a nonresident — it doesn't change your domicile. Long-term stock gains are allocated by domicile at the time of sale, so the safe harbor alone won't protect your exit.
Washington Income Tax: What Happens If You Move Mid-Year?
Part-year residents face a two-part calculation under ESSB 6346 — and the $1M standard deduction prorates by income, not days. How §§406 and 315 actually work, with examples.
The Four Days That Saved Julian Robertson $26.7 Million
Julian Robertson's New York residency audit came down to just four disputed days and $26.7M. Here's why documentation, not legal arguments, wins residency cases—and what it means for Washington founders before the 2028 income tax.
Does Announcing Your Move Actually Establish Domicile?
An announcement doesn't establish domicile — conduct does. What the Derek Jeter and Tom Golisano tax fights teach Washington residents planning an exit before 2028.
Washington's New 9.9% Income Tax: What High Earners Should Do Before 2028
A repeal initiative is likely headed to the November 2026 ballot — but the 9.9% tax remains law, effective 2028. The planning playbook for Washington founders, investors, and high earners.