toolkit / qsbs calculator · updated for the july 2025 reform

How much of your exit is free of federal tax?

Four answers about your shares, and the Section 1202 exclusion they qualify for.

When were your shares issued?

computing your answer

Above the cap: three ways to go further

Each opens its own short calculator. One at a time, not three at once.

Stacking: spread the shares over several taxpayers

The cap applies per taxpayer and per company. Shares gifted early to properly structured non-grantor trusts, each for different people you actually provide for, can give each trust its own cap. Look-alike trusts for the same beneficiary can be collapsed into one.

Open the stacking calculator
Packing an LLC: convert for a higher basis

If you started as an LLC, converting to a C corp sets your basis at the company's value on that day, and the cap becomes the greater of the dollar floor and ten times that basis. When you convert decides how much of the later growth fits under it.

Open the packing calculator
Contributing IP before the term sheet

Repeat founders who already hold code, a product or patents can put them into the new C corp for their shares. The IP's fair market value on that day becomes the basis for the ten-times test, and the round that follows does not move it.

Open the IP calculator

IRC §1202 · One Big Beautiful Bill Act, July 4, 2025 · educational model, not tax advice

Open the detailed calculator