Updated for 2025 Tax Rules

Keep 100% of Your Exit.
Tax-Free.

Section 1202 (QSBS) is the single most powerful tax break in the US Code. Stop guessing. Calculate your potential savings in 60 seconds and audit-proof your windfall.

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FoundersVCsEarly EmployeesFamily Offices

QSBS Savings Calculator

Estimate your Section 1202 tax savings in 60 seconds

Your Stock

Different stock types have different holding period rules

Key Dates

Your holding period starts at EXERCISE, not grant. This is the #1 mistake people make.

When you paid to convert options to shares

When you expect to sell (exit, IPO, secondary, etc.)

Value

What you paid, or the value included in your income

Your Location

Your state at time of sale determines tax treatment

Common QSBS Pitfalls

The 100% exclusion is powerful, but fragile. One wrong move can disqualify you.

The 5-Year Clock

For options (ISOs/NSOs), the 5-year holding period starts when you exercise, not when you were granted the options. Don't sell 4 years and 11 months after exercise.

Learn about the clock

State Tax Traps

Federal QSBS exclusion is 100%, but states like California (13.3%) do not conform. You may still owe millions to the FTB even if you owe $0 to the IRS.

Check state conformity

Redemptions & Buybacks

If your company bought back stock from anyone within a 2-year window of your issuance, your shares might be disqualified. This is a common killer for founders.

View redemption rules

What this calculator checks

  • 5-Year Holding Period: Verified against user input and current date.
  • Gain Exclusion Cap: Applies the greater of $10M or 10x basis rule.
  • State Conformity: Checks if your state (e.g., CA, PA) allows QSBS.

What requires an Opinion Letter

  • Qualified Business Status: Does your company do "consulting" or "tech"?
  • Asset Test: Did the company always have <$50M in gross assets?
  • Redemption Rules: Did the company buy back stock?
Why you need an opinion letter →