qsbs_check
Evaluate Section 1202 QSBS qualification by testing eight statutory criteria including entity type, acquisition method, and holding period. Returns verdict, exclusion percentage, and taxable gain.
Instructions
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 an agent should know: entityType="other" short-circuits the verdict to does-not-qualify 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); 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 eight 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), holding period (3 / 4 / 5-year tiers under OBBBA), adjusted basis, and expected gain at sale. Pure stateless check: no filing, reporting, or IRS lookup happens; the eight 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 / does-not-qualify), 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 / 2009-2010 / pre-obbba / obbba), and tests (array of {id, label, status, detail} for each of the eight statutory tests so an agent can show which gate 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"}. IMPORTANT: every field listed in required must come from the user's message. The model invoking this tool MUST NOT invent a value for any required field. If the user did not supply it, ask the user. For enum fields that accept unsure, pass unsure when the user does not know; do not guess yes/no.
Input Schema
| Name | Required | Description | Default |
|---|---|---|---|
| acquisitionDate | Yes | Date the QSBS shares were acquired (YYYY-MM-DD). Drives the holding-period test and the era classification (50% pre-2009, 75% 2009-2010, 100% 2010-2025-07-04, OBBBA tiered after 2025-07-05). | |
| saleDate | Yes | Planned or actual sale date (YYYY-MM-DD). Together with acquisitionDate determines holdingYears. | |
| entityType | Yes | §1202 Test 1: Type of issuer at the time of acquisition. Only 'us-c-corp' qualifies. S-corps, LLCs, partnerships, and foreign entities fail. | |
| acquisitionMethod | Yes | §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. | |
| assetCategory | Yes | §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. | |
| industry | Yes | §1202 Test 4: Industry classification of the corporation. Qualified-trade-or-business industries qualify (tech-software, manufacturing, biotech-research, retail-wholesale, hospitality, etc.). Specified service trades or businesses (law, engineering, architecture, accounting-actuarial, consulting, finance, farming, extraction, health-services, performing-arts) generally do NOT qualify. | |
| activeBusiness | Yes | §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). | |
| adjustedBasis | Yes | Adjusted basis of the QSBS shares, USD. Used in the 10× basis cap: the per-issuer exclusion cap is max($10M, 10 × adjustedBasis). | |
| expectedGain | Yes | Expected total gain on sale, USD. Compared against the per-issuer exclusion cap to compute excludableGain and taxableGain. | |
| stateCode | Yes | Two-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. | |
| ordinaryIncome | Yes | Annual W-2 ordinary income, USD. Baseline for the federal LTCG bracket on any taxable gain. | |
| filingStatus | Yes | Federal filing status. Drives the LTCG bracket on any non-excluded gain and the NIIT MAGI threshold. |