Zero Tax on Exit? The QSBS (Section 1202) Playbook for Founders and Early Investors

EPISODE · Aug 18, 2025 · 33 MIN

Zero Tax on Exit? The QSBS (Section 1202) Playbook for Founders and Early Investors

from Tax Smarts Unlocked · host David Robson

In this episode of Tax Smarts Unlocked, we break down Qualified Small Business Stock (QSBS) under Section 1202—the blueprint for a potential tax-free exit. Learn what qualifies: C-corp status, the $50M gross-assets test, original issuance, the five-year holding period, and active business rules. Through founder and early investor case studies, we show how to reach a 0% federal capital-gains bill and how to stack exclusions, use trusts, and deploy Section 1045 rollovers to keep eligibility intact. We also flag common traps—redemptions, SAFE/convertible timing, S-corp conversions, asset vs. stock sales, and state conformity—and the documentation you need before diligence starts. If you’re building, funding, or joining a high-growth company, this practical playbook helps you plan early, avoid costly missteps, and know exactly when a seasoned tax planner can turn QSBS from rumor into real savings.

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Zero Tax on Exit? The QSBS (Section 1202) Playbook for Founders and Early Investors

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