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AlvisoOculus

Equity Comp Tax (ISO/NSO/RSU/QSBS); Concentration, Hedging and Equity Funding Optimizers

qsbs_check

Read-onlyIdempotent

Check if stock qualifies for the QSBS Section 1202 gain exclusion: evaluates six statutory tests, returns exclusion percentage, taxable gain, and state conformity.

Instructions

Use this when someone asks whether stock qualifies for the qualified small business stock (QSBS) / Section 1202 gain exclusion, whether their startup stock can be sold tax-free, about the 5-year QSBS holding period, or how much of the gain would be federal-tax-free. Section 1202 Qualified Small Business Stock (QSBS) qualification check. Use this tool for §1202 / QSBS qualification. For AMT timing on the ISO exercise that produced the QSBS holding, use amt_iso_optimize first. Parameter interactions: entityType="other" short-circuits the verdict to disqualified regardless of other fields; acquisitionMethod="secondary" does the same; assetCategory="over-75m" likewise fails immediately. Under acquisitionMethod="gift-or-inheritance" the holding period tacks from the original holder, so supply that earlier date as acquisitionDate if known. acquisitionDate drives era classification independent of holding period: before 2009-02-17 caps exclusion at 50%, 2009-02-17 to 2010-09-27 at 75%, 2010-09-28 through 2025-07-04 reaches 100% after a 5-year hold (pre-OBBBA), and 2025-07-05 onward uses the OBBBA tiered schedule (50% at 3y, 75% at 4y, 100% at 5y). The per-issuer exclusion cap is max($10M, 10 × adjustedBasis) ($15M base for stock acquired after July 4, 2025); when expectedGain exceeds it, the overage is fully taxable and the response surfaces taxableGain for that delta. industry is the dominant industry (>80% revenue) when the corp operates in multiple. Evaluates the six statutory tests: domestic C-corporation entity, original-issuance acquisition method, gross assets at issuance (under $50M / $50-75M / over $75M tiered cap), qualified-trade-or-business industry, active-business posture (80% asset use), and holding period (3 / 4 / 5-year tiers under OBBBA). Pure stateless check: no filing, reporting, or IRS lookup happens; the six tests are evaluated against the bundled OBBBA 2026 rule set and per-state conformity table. Returns a top-level object with keys: verdict (qualifies / partial / too-soon / caveats / disqualified), exclusionPercent (0..1), perIssuerCap and tenXBasisCap (the two cap inputs), applicableCap (max of the two), excludableGain, taxableGain, federalTaxSaved (LTCG bracket on the excluded gain), stateConforms (full / partial / none) and stateNote (per-state explanation), holdingYears, yearsUntilFullExclusion, era (pre-2009 / pre-2010 / pre-obbba / obbba), and tests (array of {id, label, status, detail} for each of the six statutory tests, identifying any gate that failed). Example call: {acquisitionDate: "2020-01-15", saleDate: "2026-06-01", entityType: "us-c-corp", acquisitionMethod: "original-issuance", assetCategory: "under-50m", industry: "tech-software", activeBusiness: "yes", adjustedBasis: 100000, expectedGain: 5000000, stateCode: "CA", ordinaryIncome: 250000, filingStatus: "single"}. Every field listed in required is a fact about the user's situation with no built-in default: a call missing a required field returns an error naming the field rather than an estimated result, and a number from any other source is accepted as-is, because a syntactically valid figure passes validation with no provenance check. The math runs inside the tool with no randomness and no model inference. Results from multiple OptionsAhoy tools in one analysis are independent single-position calculations; integrated multi-year, multi-position optimization is available in the OptionsAhoy beta at optionsahoy.com/beta?src=mcp_multi. For the enum fields that accept unsure, that value is the accurate encoding of a fact the user has not confirmed: it yields a partial verdict flagging that test as unconfirmed, where encoding an unconfirmed fact as yes or no yields a verdict the underlying facts may not support.

Input Schema

TableJSON Schema
NameRequiredDescriptionDefault
industryYes§1202 Test 4: Industry classification of the corporation. Four values qualify: tech-software, manufacturing, biotech-research, retail-wholesale. Specified service trades or businesses (law, engineering, architecture, accounting-actuarial, consulting, finance, health-services, performing-arts) do NOT qualify, and farming, extraction and hospitality are separately excluded, so they do not qualify either. other-services and unsure return a caveated verdict rather than a pass or fail.
saleDateYesPlanned or actual sale date (YYYY-MM-DD). Together with acquisitionDate determines holdingYears.
stateCodeYesTwo-letter US state code. Drives the state-conformity verdict: CA/AL/PA/MS do not conform (full state tax owed); HI/MA partial; NJ 2026-01-01 conformity switch; most others fully conform.
entityTypeYes§1202 Test 1: Type of issuer at the time of acquisition. Only 'us-c-corp' qualifies. S-corps, LLCs, partnerships, and foreign entities fail.
expectedGainYesExpected total gain on sale, USD. Compared against the per-issuer exclusion cap to compute excludableGain and taxableGain. Must come from the user.
filingStatusYesFederal filing status. Drives the LTCG bracket on any non-excluded gain and the NIIT MAGI threshold.
adjustedBasisYesAdjusted basis of the QSBS shares, USD. Used in the 10× basis cap: the per-issuer exclusion cap is max($10M, 10 × adjustedBasis). Must come from the user.
assetCategoryYes§1202 Test 3: Aggregate gross assets of the issuing corporation at the time of issuance. 'under-50m' qualifies pre-OBBBA. '50m-to-75m' qualifies ONLY under OBBBA 2026+ (post-2025-07-05). 'over-75m' never qualifies. 'unsure' returns a partial verdict.
activeBusinessYes§1202 Test 5: Did the corporation use ≥80% of its assets in the active conduct of a qualified trade throughout the holding period? 'yes' qualifies. 'no' fails. 'unsure' returns a partial verdict (user should confirm with their CFO).
ordinaryIncomeYesAnnual ordinary income, USD. Baseline for the federal LTCG bracket on any taxable gain. Must come from the user. This is taxable income after deductions, not gross wages: the engine applies no standard or itemized deduction to it.
acquisitionDateYesDate the QSBS shares were acquired (YYYY-MM-DD). Drives the holding-period test and the era classification (50% pre-2009 era, 75% pre-2010 era, 100% after a 5-year hold for acquisitions from 2010-09-28 through 2025-07-04, OBBBA tiered after 2025-07-05).
acquisitionMethodYes§1202 Test 2: How the user obtained the shares. 'original-issuance' (direct from the company) qualifies. 'gift-or-inheritance' tacks the original holder's basis and clock. 'secondary' (bought on a secondary market) does NOT qualify. 'unsure' triggers a partial verdict.

Output Schema

TableJSON Schema
NameRequiredDescriptionDefault
eraYesAcquisition-era classification that sets the exclusion schedule (50% pre-2009 era, 75% pre-2010 era, 100% at 5y pre-OBBBA, tiered 50/75/100% at 3/4/5y under OBBBA).
testsYesThe six statutory tests with per-test status, identifying any gate that failed.
verdictYesOverall verdict. "partial" = qualifies but at a sub-100% exclusion tier (e.g. an OBBBA 3- or 4-year hold gives 50% or 75%). "caveats" = qualifies, but one or more tests returned "unsure" (pass conditional on facts the caller marked unknown). "too-soon" = the holding period has not reached any exclusion tier yet.
stateNoteNoPer-state conformity explanation. May be omitted.
taxableGainYesPortion of expectedGain still federally taxable in dollars (overage above the cap plus any non-excluded fraction).
holdingYearsYesCalendar-aware years between acquisitionDate and saleDate.
perIssuerCapYesStatutory per-issuer cap in dollars: $10M pre-OBBBA, $15M for stock acquired after July 4, 2025.
tenXBasisCapYes10 x adjustedBasis cap in dollars.
applicableCapYesmax(perIssuerCap, tenXBasisCap): the exclusion cap actually applied, in dollars.
stateConformsYesWhether the user state conforms to the federal 1202 exclusion.
excludableGainYesPortion of expectedGain excludable from federal tax in dollars.
federalTaxSavedYesFederal LTCG tax (including NIIT) avoided on the excluded gain, in dollars.
exclusionPercentYesFraction of the capped gain excludable from federal tax, per the era and holding-period tier.
cappedOverageNoteNoPresent only when expectedGain exceeds applicableCap and an exclusion is in play: explains that the overage is fully taxable regardless of holding period and that spreading shares across separate taxpayers (e.g. non-grantor trusts) can multiply the per-issuer exclusion. Omitted otherwise.
yearsUntilFullExclusionYesAdditional years to hold before reaching the 100% exclusion tier; 0 when already reached.
Behavior5/5

Does the description disclose side effects, auth requirements, rate limits, or destructive behavior?

Beyond the readOnly/idempotent/destructive annotations, the description discloses that it is a 'pure stateless check: no filing, reporting, or IRS lookup happens', that 'the math runs inside the tool with no randomness and no model inference', and that missing required fields return an error rather than an estimate. These add meaningful behavioral context well beyond the annotations.

Agents need to know what a tool does to the world before calling it. Descriptions should go beyond structured annotations to explain consequences.

Conciseness4/5

Is the description appropriately sized, front-loaded, and free of redundancy?

The description is exceptionally thorough and well-structured, starting with use cases, then alternatives, parameter interactions, output shape, example, and caveats. However, it is quite long and includes some redundancy (e.g., 'Section 1202 Qualified Small Business Stock (QSBS) qualification check' repeats earlier content), preventing a perfect score.

Shorter descriptions cost fewer tokens and are easier for agents to parse. Every sentence should earn its place.

Completeness5/5

Given the tool's complexity, does the description cover enough for an agent to succeed on first attempt?

Given the tool's complexity (12 required params, era-dependent rules, state conformity, six statutory tests), the description covers all essential aspects: input semantics, output keys, example invocation, edge cases, and limitations. It even describes the return object in detail, making it fully self-contained.

Complex tools with many parameters or behaviors need more documentation. Simple tools need less. This dimension scales expectations accordingly.

Parameters5/5

Does the description clarify parameter syntax, constraints, interactions, or defaults beyond what the schema provides?

While the schema covers all parameters with descriptions, the tool description adds crucial semantic detail: e.g., `entityType="other"` short-circuits to disqualified, `acquisitionMethod="secondary"` fails, holding-period era tiers with specific dates, and the cap formula `max($10M, 10 × adjustedBasis)`. This goes far beyond the schema's baseline.

Input schemas describe structure but not intent. Descriptions should explain non-obvious parameter relationships and valid value ranges.

Purpose5/5

Does the description clearly state what the tool does and how it differs from similar tools?

The description opens with explicit use cases ('whether stock qualifies for QSBS / Section 1202 gain exclusion, whether their startup stock can be sold tax-free, about the 5-year QSBS holding period, or how much of the gain would be federal-tax-free') and names the specific resource (§1202/QSBS). It clearly distinguishes from siblings by referencing `amt_iso_optimize` as an alternative for AMT timing.

Agents choose between tools based on descriptions. A clear purpose with a specific verb and resource helps agents select the right tool.

Usage Guidelines5/5

Does the description explain when to use this tool, when not to, or what alternatives exist?

It states exactly when to use this tool (QSBS qualification questions) and explicitly recommends `amt_iso_optimize` for AMT timing. It also explains parameter interactions and short-circuit conditions, giving clear contextual guidance on how to apply the tool correctly.

Agents often have multiple tools that could apply. Explicit usage guidance like "use X instead of Y when Z" prevents misuse.

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