The $2M Cash Box: How a Section 1045 Rollover Dies Quietly
How the first-six-month test, working-capital rules and company-age cap affect Section 1045 replacement stock, with examples of cash and active-asset valuation.
28 posts with this tag
Section 1202
Section 1202 (QSBS) rules, eligibility, and planning tips for founders and investors.
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.
Missing Stock Certificates and QSBS: What the IRS Ruling Actually Says
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.
Your Startup Can Be Worth $300M and Still Qualify for QSBS
Separate the QSBS gross-assets test, contributed-property FMV rules, shareholder basis and eligible-gain limit—with a worked example of pre-contribution appreciation.
You Bought a SAFE. Who's Protecting Your QSBS?
A SAFE side letter can provide QSBS information rights and annual factual certifications. It cannot settle the SAFE’s tax classification or guarantee a Section 1202 exclusion.
The Washington Founder's QSBS Playbook: How to Qualify, Document, and Defend Your §1202 Exclusion
Section 1202 guidance for Washington founders: acquisition dates, holding periods, gross-assets testing, redemptions, rollover requirements and supporting records.
QSBS’s 10× Basis Limit: The $750 Million Example
How contributed property affects QSBS basis and the 10-times-basis limit, with stock-sale examples showing the gain that remains taxable.
