Section 1202 of the Internal Revenue Code allows a non-corporate holder of qualified small business stock to exclude capital gain on the sale of that stock when the issuer-level and holder-level requirements are met. The framework was modified by the One Big Beautiful Bill Act (OBBBA, Pub. L. 119-21, July 4, 2025). For stock acquired after the OBBBA applicable date, the exclusion cap is the greater of $15 million or 10x basis, the gross-asset threshold at issuance is $75 million, and a tiered 3 / 4 / 5 year holding period applies. For stock acquired before the applicable date, the legacy framework applies: the greater of $10 million or 10x basis, $50 million gross-asset threshold, and a five-year holding period. Section 1045 permits a rollover into replacement QSBS within 60 days of a sale where the holder has held for more than six months but less than the holding period required for the exclusion. Section 1244 provides ordinary-loss treatment up to $50,000 ($100,000 on a joint return) for losses on stock in a corporation that meets the "small business corporation" definition in Section 1244(c)(3) (aggregate capital not exceeding $1,000,000 at the time the stock was issued); founders typically lose 1244 eligibility on stock issued after the first priced round.
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