QSBS Exclusion CalculatorSection 1202 Gain Exclusion and Cap

What do these figures come to once the work is shown?

Excluded gain on qualified small business stock by holding period, with the per-issuer cap, 10 times basis test and gross assets test.

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Your figures
Example figuresIllustrative only. Type over them with your own.
Gain excluded
$15,000,000
Excluded under section 1202
Gain still taxable
$5,000,000
The taxable part of section 1202 gain is taxed at up to 28 percent
Exclusion percentage
100.00%
Drawn to one scale
Gain excluded$15,000,000
Gain still taxable$5,000,000
Per-issuer cap$15,000,000
All results
MeasureResult
Gain excluded$15,000,000
Gain still taxable
The taxable part of section 1202 gain is taxed at up to 28 percent
$5,000,000
Exclusion percentage100.00%
Per-issuer cap
Greater of the dollar limit less prior gain, or 10 times basis
$15,000,000
Gross assets testWithin the limit
How this was worked out
Work shownrecomputed as you type
Excluded = exclusion % x lesser of eligible gain and the per-issuer cap
Per-issuer cap = greater of (dollar limit - prior eligible gain from the issuer) and 10 x aggregate adjusted basis
Dollar limit: $15,000,000 (stock acquired after July 4, 2025) or $10,000,000 (earlier); halved if married filing separately
Exclusion %: 50% (3 years), 75% (4 years), 100% (5 years) for stock acquired after July 4, 2025

Illustrative arithmetic on the figures you enter. Check the result against your firm's methodology before relying on it.

The formulas

  • Excluded = exclusion % x lesser of eligible gain and the per-issuer cap
  • Per-issuer cap = greater of (dollar limit - prior eligible gain from the issuer) and 10 x aggregate adjusted basis
  • Dollar limit: $15,000,000 (stock acquired after July 4, 2025) or $10,000,000 (earlier); halved if married filing separately
  • Exclusion %: 50% (3 years), 75% (4 years), 100% (5 years) for stock acquired after July 4, 2025

How it works

Section 1202 excludes part or all of the gain on qualified small business stock held long enough. For stock acquired after July 4, 2025 the exclusion is 50 percent after 3 years, 75 percent after 4 years and 100 percent after 5 years. Stock acquired after September 27, 2010 and on or before July 4, 2025 gets a 100 percent exclusion if held more than 5 years.

The gain eligible for each issuer is capped at the greater of the dollar limit or 10 times your basis. The issuer must have had gross assets of no more than $75,000,000 ($50,000,000 for older stock). The other qualification tests are not checked here. The $15,000,000 limit is indexed after 2026.

Illustrative figures only. Check the result against your firm's methodology before relying on it.

Common questions

What if the stock was acquired earlier?

Other acquisition windows have 50 percent and 75 percent exclusions. Only the windows listed above are modeled.

Does the cap reset every year?

No. It is per issuer and is reduced by eligible gain used in earlier years.

When are gross assets measured?

Section 1202(d) tests them before the stock is issued and immediately after, using cash plus the adjusted basis of other property.

Sources

Runs in your browser. The figures you type are not sent to CORAA or stored. Check the result against your firm's methodology before relying on it.

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