Build the Exclusion In From Day One
Most QSBS problems start at formation and surface at sale, when nothing can be fixed. The company should qualify from the first share, with the proof already in its records.
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A Straight Answer First
Not every company can use the exclusion. Where your facts rule it out, I say so before you form, and what to do instead.
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Formation Built Around Section 1202
A domestic C corporation, gross assets under the ceiling at issuance, and original-issue shares to the founders first.
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Proof in Your Records
An attestation letter and a substantiation file assembled at issuance, so eligibility is provable a decade later.
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The Clock Started on Time
The holding period runs from issuance. Forming right the first time keeps early growth inside the exclusion, not outside it.
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One Flat Fee, Agreed First
Quoted per engagement and billed as one flat fee, agreed before work starts.
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The Cap Table Drawn for the Exclusion
Founders' shares issued first, to holders who can use the exclusion: individuals, directly or through a trust or partnership.
How the Formation Works
Get a Quote
Enter where you are starting from, the state, and who the founders are. A flat-fee quote reaches your inbox within two business days.
I Plan the Sequence
The entity, the issuance order, and what must be true at issuance, from your starting point. A company that does not exist yet, an LLC, and a corporation each have their own path.
I Form It and Document It
The entity, the issuance sequence, and the substantiation file, with the attestation letter in your records for the day you sell.
About Jeramie Fortenberry
I'm Jeramie Fortenberry, a tax attorney with more than 20 years in federal tax law. I built this service after watching QSBS problems start at formation and surface at sale, when it was too late to fix them. Your company should qualify from day one, with the proof in its records. Here's how I work:
- A straight answer on whether forming for QSBS works from where you stand, in plain terms. The advice is never a setup for a bigger engagement.
- One flat fee per deal, quoted before work starts. Ask anything along the way without watching a clock.
- I work alongside the CPA, deal counsel, and advisors you already have. Your team stays in place.
As Seen In
Questions Owners Ask
What is qualified small business stock, in plain terms?
Qualified small business stock is stock in certain domestic C corporations that, when the Section 1202 requirements are met, lets a shareholder exclude gain from federal tax at sale, up to $15 million per shareholder for stock issued today, after the required holding period. The entity type, the gross-assets test, and original issuance decide eligibility.
Why does QSBS eligibility start at formation?
Eligibility is tested when the stock is issued. The company must be a domestic C corporation, its gross assets must be under the limit, and the shares must be original issuance. Those facts exist at formation, and formation is the cheapest moment to document them. An LLC that converts later starts the clock late and leaves early growth outside the exclusion.
Can eligibility be proven years later if the IRS asks?
The burden of proving eligibility falls on you, often a decade after formation. Records assembled at issuance carry that burden. The entity documents, the gross-assets position, and the issuance paperwork all have to be there. Reconstructing them later, against records that no longer exist, is where exclusions fail.
Will you handle my exit when the company sells?
I build the entity and the issuance sequence that qualify the stock, and the records that prove it. When you sell, your deal counsel runs the transaction with the QSBS file ready for them, and your CPA uses the attestation letter at filing.
How much does it cost?
One flat fee for the formation and the records, quoted from your request and agreed before work starts. Nothing along the way starts a meter.