How CFOs Can Manage QSBS and Avoid Tax Mistakes

QSBS Eligibility: A CFO’s Playbook for Investor Confidence

Qualified small business stock (QSBS) refers to shares in a qualifying small business (QSB), as defined by the Internal Revenue Code (IRC). A “qualified” small business is a domestic C corporation that is actively engaged in its business and has gross assets—valued at original cost—that don’t exceed $50 million when and immediately after its stock is issued.

The QSBS exclusion lets your company’s shareholders exclude capital gains tax on profit from selling stock, which drives real value. But this only works if the shares qualify as QSBS under the IRS code. Without the qualified small business stock exclusion, shareholders cannot claim a capital gains tax exemption.

Investors are more likely to invest when they see both strong growth potential and a way to keep more of the money they earn. As a CFO, you must track QSBS status from day one, and your company must keep clean and accessible records.

Pulley helps your company track the equity-related documentation needed to support QSBS eligibility. It tracks issuance dates, confirms entity type, and logs equity events in one place. And while we can’t give legal or tax advice, our software builds the paper trail legal advisors need to assess eligibility. 

You won’t need to dig for proof later with Pulley. Accountants can export what they need when they need it. From dated stock certificates to fundraising timelines to cap table history, it’s all there.

Let’s get into what qualifies as small-business stock, how the QSBS exemption works for businesses, and how shareholders can benefit from the capital gains exclusion.

We’ll also cover which states align with the QSBS tax exemption, important compliance considerations, the many advantages QSBS can bring to your business, and which equity grants are eligible for QSBS—all with Pulley’s invaluable insights to help you make the most of QSBS.

What is qualified small business stock (QSBS)?

QSBS is stock in a qualified small business that meets IRS rules under Section 1202. If a shareholder owns stock in a C corporation with assets under $50 million before and immediately after the issuance, and the company runs an active business in a qualified trade, that stock may qualify. The shareholder must hold the stock for five years. If the stock qualifies, the shareholder can exclude up to 100 percent of the capital gains tax when they sell.

For startups and growing companies, QSBS gives you another way to attract employees and investors without rewriting your equity strategy.

As a CFO, you care about QSBS because it helps you bring in investors and keep key talent. People stay longer when there’s an opportunity for real upside—without capital gains tax. But none of that works if your company’s stock doesn’t qualify. You need a clear view of what counts. QSBS isn’t just for investors. It matters to founders and early employees who want to retain a greater stake in what they helped build.

How does the QSBS exemption work for businesses?

The QSBS exemption lets eligible shareholders reduce or eliminate capital gains tax when selling qualified stock. Shareholders claiming this benefit must comply with IRS regulations, along with the company that issues the stock. To qualify, a company must stay within strict structure, assets, and business type limits. For individual shareholders to qualify, they must acquire the stock directly from the company and hold it for at least five years.

Which companies meet the requirements for a qualified small business?

To meet the QSBS criteria, a company must issue stock as a US-based C corporation. The aggregate gross assets of the company must not exceed $50 million before and immediately after issuing the stock. At least 80 percent of those assets must support an active business in a qualified trade. 

The stockholder must also receive the stock directly from a qualified company, rather than buying or inheriting shares from another shareholder or receiving stock from a non-qualified business. They must also hold the stock for a minimum of five years.

Here are some business types that don’t qualify:

• Finance, insurance, or investing businesses don’t meet the active business requirement.
• Real estate or leasing businesses, where more than 10 percent of total assets are real property not used in actively running a qualified trade or business.
• Law, healthcare, or consulting are personal services or businesses tied to individual reputation or skill.
• Restaurants, hotels, and hospitality businesses are excluded under Section 1202(e)(3) of the Internal Revenue Code.
• Farming, mining, or extraction businesses are not considered qualified trades.

What can disqualify your company from QSBS eligibility?

• Changing entity type: Only C corporations are eligible for QSBS status.
• Non-qualified business activity: If over 20 percent of assets stop supporting a qualified trade, company eligibility ends.
• Exceeding asset limits: Aggregate gross assets must stay under $50 million when stock is issued and immediately after.
• Secondary acquisition: If the taxpayer doesn’t acquire stock directly from the company, the stock is disqualified.
• Short holding period: You must hold QSBS for five years to claim the QSBS exclusion.

How your 409A valuation impacts your QSBS eligibility

A 409A valuation doesn’t define QSBS eligibility, but it can help prove it. While a 409A valuation reports fair market value, not gross assets, it timestamps compliance. This provides evidence of asset value at issuance and helps clarify timing for the holding period.

Accurate records matter. Your company maintains those records should a shareholder get audited. If the IRS checks QSBS eligibility, it’s the shareholder that gets examined—but your company’s books make or break the case. Pulley helps CFOs log the facts—stock issuance, audit-ready 409A valuation, timelines—so shareholders’ tax advisors don’t scramble later. Clean records protect your company, which helps each shareholder claim the exclusion with confidence.

How does the QSBS capital gains exclusion work for shareholders?

Even if your company meets the qualified small business requirement, it doesn't mean your shareholders do. The company issues the stock and keeps records. But each shareholder—whether that’s a founder, investor, or employee—must confirm they got the stock at original issuance and held it long enough to meet the tax code rules. If they don’t meet those terms, they don’t get the QSBS benefit. CFOs should make sure their team can track eligibility as time goes on and document everything early—before any shares get sold.

Shareholder requirements for QSBS tax benefits

First, shareholders must hold stock as an individual or pass-through entity (not a C corp). Individuals, S corps, partnerships, and some trusts qualify.

Second, stock must be acquired at original issuance—stock directly from the company when it was first issued. Secondary market purchases don’t count.

The federal income tax exclusion applies only after a five-year holding period. But if shareholders sell a QSBS before five years, but after at least six months, they might qualify for a rollover if they buy a new QSBS within 60 days and defer those gains.

Lastly, shareholders face a cap. The QSBS exemption lets shareholders exclude up to $10 million or 10 times their stock’s original cost, whichever is greater. Anything above that receives the typical capital gains tax rate—the tax shareholders would normally pay on capital gains if the QSBS exclusion didn’t apply. This exclusion still works even if shareholders are subject to the alternative minimum tax (AMT), which usually cancels out other tax exclusions.

Stock purchase dates also affect the tax rate:

• If shareholders received stock after September 27, 2010: 100 percent exclusion—no AMT.
• If shareholders received stock between February 18, 2009 and September 27, 2010: 75 percent exclusion, seven percent of the rest is subject to AMT.
• If shareholders received stock before February 18, 2009: 50 percent exclusion, seven percent AMT applies.

When your company scales and shareholders prepare to sell—through a secondary sale, a tender offer, or an acquisition—QSBS guidelines decide whether a shareholder is exempt from paying federal income tax on their stock gains or whether they have to pay the full tax amount like they would on any other investment. Each shareholder must meet those specific requirements. If appropriate records aren’t in place early, shareholders may lose the exclusion later, even if the company qualifies. As CFO, you should strive to ensure the company’s records can support their claims before any transaction closes.

Which states conform with the QSBS tax exemption?

For CFOs managing companies with operations in multiple states, we recommend speaking with your tax advisor early to figure out your QSBS eligibility and state tax implications. 

While the federal QSBS exemption can offer significant tax benefits, state-level conformity varies and affects the overall tax implications for shareholders.

Fully conforming states

These states align with the federal QSBS rules and allow the same capital gains exclusions at the state level:

• Arizona
• Arkansas
• Colorado
• Connecticut
• Delaware
• Georgia
• Idaho
• Illinois
• Indiana
• Iowa
• Kansas
• Kentucky
• Louisiana
• Maine
• Maryland
• Michigan
• Minnesota
• Missouri
• Montana
• Nebraska
• New Mexico
• New York
• North Carolina
• North Dakota
• Ohio
• Oklahoma
• Oregon
• Rhode Island
• South Carolina
• Utah
• Vermont
• Virginia
• West Virginia
• Wisconsin

Partially conforming states

These states follow parts of Section 1202 but include changes or restrictions:

• Hawaii
• Massachusetts

Non-conforming states

These states do not conform to Section 1202, which means QSBS gains are fully taxable at the state level:

• Alabama
• California
• Mississippi
• New Jersey
• Pennsylvania

QSBS compliance concerns to consider

​​Shareholders and employees can exclude federal income tax on up to $10 million in gains. That’s a big win for them—and a strong edge for the company. Offering QSBS can help attract investors and talent, even if the tax break doesn’t go to the company. CFOs should track rules early so shareholders and employees don’t lose the benefit later. Here’s how to stay on track and avoid cleanup later.

1. Asset management

To qualify, your company must have under $50 million in gross assets at issuance and immediately after. At least 80 percent of assets must support an active business. You can hold some working capital, up to 50 percent of assets, if used within two years.

2. Documentation and records

Shareholders will need proof of QSBS eligibility if the IRS asks. Pulley creates a clean audit trail—grants, 409A valuations, board consents, and more—in one place, so you can provide records for your shareholders.

3. Ongoing compliance monitoring

Eligibility can break quickly, such as when you change business type, asset use, and equity structure updates. Schedule checks regularly into your finance calendar. Track updates monthly and flag any quarterly risks.

4. Investor communication

When potential investors ask about QSBS eligibility, CFOs should be able to give them clear answers. Pulley makes it easy to prepare due diligence documents, other forms of investor correspondence, and useful updates for the next board meeting.

QSBS status locks in at issuance. If your company qualifies when it issues the stock and immediately after, that stock stays eligible. Even if your company later grows past $50 million in assets, the snapshot at issuance still counts. But any stock issued after passing the $50 million mark might not qualify.

If CFOs miss that timing, they risk:

• Shareholders losing expected tax savings
• Stock becoming harder to sell in secondaries
• Future grants missing the QSBS window
• Less appealing outcomes during tax audits or company sale

Secure and enhance your record keeping now. Don’t wait until it’s too late to get the facts straight.

How QSBS benefits your business

QSBS isn’t just a tax rule—it’s a growth tool. The capital gains exclusion under Section 1202 can shape how you raise money, plan exits, and reward teams. It lets shareholders exclude federal tax on up to 100 percent of their gain. In turn, this helps your company attract those investors and employees. Here’s how QSBS can improve your business.

Attract more investors

Keep in mind that the tax exclusion isn’t part of the deal itself, but CFOs can let investors know that company stock may qualify for the QSBS gain exclusion—if they meet the rules. It’s a potential benefit investors can claim later by filing with the IRS when they sell. You don’t change your valuation or give more equity: You just explain the upside.

Support company growth

Employees, investors, and shareholders get equity—your company makes the offer. With the QSBS exclusion in play, you may not need to add discounts or other perks for employees to accept stock as part of their compensation or for an investor to agree to put money into the company based on proposed terms. The potential tax exclusion can help make the terms work, without changing your price. 

Strengthen your exit-readiness strategy

QSBS can support your long-term plans by offering early shareholders a potential tax advantage when they sell qualified stock. While the QSBS exclusion only applies to shares acquired at original issuance—not through secondary transactions—it benefits the buyer, who might not owe federal tax on future profits. 

Your company tracks when it issued the stock, how the company was valued at that time, and whether it met the $50 million asset test to qualify as a small business. Clear records help shareholders claim QSBS and help you avoid delays, questions, or discounts when buyers or bankers review your books before an exit.

Provide employee equity compensation

If the stock meets QSBS rules, employees may qualify for the same tax exemptions as outside investors. Offering employees stock options, especially if they may qualify for substantial tax savings with a QSBS exemption, may strengthen job offers without spending more cash on other forms of compensation, such as salaries.

Know which equity grants qualify for QSBS with Pulley's valuable insight

QSBS rules are complex. It’s not just about your company size or your stockholders. Even a change to your 409A valuation could knock you out of QSBS eligibility if you’re not watching the details.

Typically, a QSBS attestation letter isn’t required. If both the company and the stockholder meet the IRS rules, the stockholder can claim the QSBS exclusion by reporting the sale correctly on their tax return. 

If the IRS takes a closer look, the burden of proof falls on the stockholder. That’s where Pulley can help. We store key records for companies that manage their equity in Pulley, such as dated stock certificates, grant history, and 409A valuations (if the 409A valuation was issued through Pulley). Companies typically want to support shareholders during QSBS claim reviews, and these records often support a stockholder’s QSBS claim.

Key takeaways

• QSBS is a stock that meets IRS rules under Section 1202 of the Internal Revenue Code, allowing shareholders to exclude up to 100 percent of capital gains tax when selling.
• QSBS tax exemption applies only to stock issued by US-based C corporations with gross assets under $50 million at the time of issuance and immediately after, an active business in a qualified trade, and able to hold up to 50 percent of assets as working capital.
• Shareholders must hold stock through an individual or pass-through entity for five years and acquire stock at original issuance to qualify for the federal tax exemption on up to 100 percent of their gain.
• Companies should follow four QSBS compliance concerns: asset management, documentation and records, ongoing compliance monitoring, and investor communication.
• Pulley helps companies maintain documentation that shareholders may need to prove QSBS eligibility.

Book a demo to learn how Pulley helps your team organize equity data and support QSBS documentation.  

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FAQs about QSBS

Can Pulley certify my company as QSBS-eligible?

No—QSBS isn’t something that any platform or advisor can formally certify. The QSBS exemption is a tax benefit available to shareholders who meet IRS eligibility requirements when they sell qualifying stock. (The company issuing the QSBS also needs to meet certain qualification requirements.)

Neither Pulley nor anyone else can "qualify" a company or shareholder to be QSBS eligible. The most that anyone can do as far as "qualifying" you for QSBS is to give their professional opinion on whether they think the company meets IRS requirements at the time of issuance.

However, Pulley helps maintain the records, like dated stock certificates and valuation history, that legal and tax advisors may use to form an opinion about eligibility. Ultimately, only the IRS can make a formal decision on whether a shareholder qualifies for the QSBS exemption, and that typically only happens during an audit.

Do I need an attestation letter to claim QSBS?

No. You can take advantage of QSBS preferential tax treatment if both the issuing company and stockholder meet the IRS’s guidelines. Taking advantage of QSBS is simply a matter of reporting your income gains from the sale of stock as QSBS eligible when you file your taxes.

That being said, the IRS could audit a shareholder trying to claim the QSBS exemption on their taxes. In this case, the company’s finance team could pull documentation, like the dated share certificates and company fundraising milestones stored in Pulley, and the shareholder could use this documentation to contest the audit. We recommend talking to your accountant and tax professional before selling QSBS stock and when filing your taxes.

What happens if a company or employee is audited by the IRS? How can Pulley help?

During a QSBS-related audit, the IRS typically reviews:

• When the stock was acquired
• Whether it was acquired at original issuance
• Whether the company qualified as a Qualified Small Business at that time
• Whether the stock was held for at least five years

Pulley maintains time-stamped equity records, including dated stock certificates and 83(b) election documentation (if applicable). This information is readily available to any company using Pulley for cap table management, 409A valuations, and other services. For individual shareholders, it’s best to contact your company’s financial team to request this documentation and work with a tax or legal advisor. 

How can I take advantage of QSBS as a founder?

To potentially benefit from QSBS, your company must meet IRS requirements before and immediately after the stock is issued. This includes being a domestic C corporation, staying under the $50 million asset threshold, and operating in a qualified trade or business.

Being QSBS eligible is a huge advantage in monetary terms, as stockholders can potentially save millions of dollars that would have otherwise been lost to taxation. If you qualify, you might consider pitching QSBS eligibility to investors and candidates as you recruit and fundraise: This is one of the big benefits of being part of an early-stage startup.

How can I take advantage of QSBS as an employee?

Employees may benefit from QSBS if the stock they hold meets the eligibility criteria and is held for at least five years. If your company may qualify, consider early exercising your stock options (and filing an 83(b) election) to start the holding period.

Pulley makes it easy to track your option grants, exercise history, and 83(b) elections—so you and your tax advisor can determine eligibility later. If you’re unsure whether your company qualifies, ask your manager, HR team, or legal counsel for more information.

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