A free screening tool that walks every Section 1202 test — the company, the holder, the holding period, the dollar limit, your state — and hands you a PDF you can bring to your CPA. Nothing you enter is stored.
Takes 15–25 minutes with your stock purchase agreement and cap table at hand. No account, no email required.
Most QSBS calculators ask three questions and print a number. Section 1202 is six separate determinations, and a failure in any one of them changes the answer.
Domestic C corporation at issuance. Aggregate gross assets under the ceiling at all times before and after your round. The 80% active-business test by period, the portfolio-stock and real-property limits, excluded fields, and both redemption tests.
Original issuance for money, property, or services. Gifts, inheritances, partnership distributions, and §351/§368 exchanges with their tacking rules. Pass-through ownership tested on the acquisition date and continuously after.
50%, 75%, or 100% depending on when you're treated as acquiring the stock — including the tiered 3/4/5-year schedule for stock acquired after July 4, 2025. Vesting, exercises, and conversions handled.
The greater of the flat limit or 10× basis, reduced by prior-year eligible gain and the cross-reductions between old-law and new-law stock. Filing-status adjustments and the post-2025 zero-limit rule.
Sale, taxable merger, redemption (with the §302 gate), installment sale, mixed consideration, or a reorganization that carries QSBS to replacement stock instead of triggering a taxable event.
Flags the states that don't conform — California, Pennsylvania, Mississippi, Alabama — and the ones with conditions, so the federal exclusion isn't mistaken for the whole picture.
One lot per analysis. Each issuance, vesting tranche, option exercise, conversion, or gift is its own lot with its own dates and its own answer.
Stock purchase or grant agreement, the dates of issuance and any exercise or conversion, your company's gross assets at the round, your basis, and your expected gain. Each question tells you which record supports the answer.
Roughly thirty, grouped by the stock, the issuing corporation, and the holder. Every question cites the statute or regulation it comes from. Answer "Unsure" where you don't know — the tool routes it to review rather than guessing.
A running verdict shows eligibility, the exclusion percentage, and the dollar math as you go. The exported PDF records every answer, every test result, the law version, and the documentation you should retain — ready for your CPA or attorney.
Stock acquired after July 4, 2025 is treated differently from stock acquired before. The tool applies whichever regime your acquisition date puts you in.
| Acquired on or before July 4, 2025 | Acquired after July 4, 2025 | |
|---|---|---|
| Holding period | More than 5 years for any exclusion | 50% after 3 years · 75% after 4 · 100% after 5 |
| Exclusion percentage | 50%, 75%, or 100% by acquisition date (100% for stock acquired since Sept. 28, 2010) | Tiered by holding period, up to 100% |
| Per-issuer flat limit | $10 million | $15 million, indexed for inflation after 2026 |
| Issuer gross-asset ceiling | $50 million (stock issued on or before July 4, 2025) | $75 million, indexed after 2026 (stock issued after July 4, 2025) |
| 10× basis alternative | Unchanged — the greater of the flat limit or ten times your adjusted basis, with cross-reductions when you hold both classes | |
Pub. L. 119-21 (July 4, 2025), amending IRC §1202. Inflation-indexed amounts are added to the tool as the IRS publishes them.
This is a screening tool for one of the most sensitive numbers a founder has — the gain on their company. It was built so that the information never leaves your device.
Pasquesi Partners is a tax advisory firm serving founders, investors, and high-income earners. QSBS questions come up constantly — at formation, at every priced round, at secondary sales, and at exit — and most of the tools available either oversimplify the statute or quietly collect the data.
QSBS Ready is a tool we built for shareholders to work through the requirements themselves, in the order the statute applies them. It is a screening tool, not a substitute for advice: gross-asset history, the active-business test, and redemption history need a review of the actual balance sheets and cap table over the full holding period.
Have your stock agreement and cap table nearby. You'll have a verdict and a PDF in about twenty minutes.
Start the screening