This course will review the general rules for QSBS benefit, including pre- and post-OBBBA changes to the law. The course will provide updates on relevant topics, including QSBS stacking, 1045 rollovers to extend holding period, and LLC to C Corp conversions.
Principles
- Understand the Core Section 1202 QSBS Requirements
- Identify the requirements for qualifying stock, eligible corporations, qualified trades or businesses, original issuance, holding periods, and other conditions necessary to obtain the Section 1202 exclusion.
- Apply the Pre- and Post-OBBBA Rules
- Understand how the OBBBA changes affect QSBS eligibility, exclusion amounts, holding periods, and other key requirements, and distinguish the rules applicable to stock issued before and after the changes.
- Structure Transactions to Maximize QSBS Benefits
- Evaluate transaction structures and planning opportunities—including QSBS stacking, ownership strategies, and other techniques—to maximize the available Section 1202 exclusion while maintaining compliance with the statutory requirements.
- Use Section 1045 and Entity Conversions Strategically
- Understand how Section 1045 rollovers can preserve or extend QSBS planning opportunities and evaluate the tax considerations of converting an LLC or other entity into a C corporation.
- Integrate QSBS Planning Throughout the Investment Lifecycle
- Identify QSBS considerations at formation, financing, ownership changes, and exit, with an emphasis on documenting eligibility, monitoring statutory requirements, and avoiding actions that could jeopardize the benefit.
Syllabus
- General review of QSBS rules
- Update on OBBBA changes to QSBS rules
- Methods to maximize QSBS benefits
