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Loophole

§1045 QSBS Rollover

Sell QSBS before the 5-year mark and roll gain into new QSBS to preserve the clock.

Overview

If you sell qualified small-business stock before the 5-year §1202 holding period, §1045 lets you reinvest proceeds into new QSBS within 60 days and defer the gain — keeping the original holding period. Critical rescue when an exit comes early or when rolling from one startup investment into another.

Best fit
Early-exiting foundersQSBS-focused angel investorsSerial founders
Estimated impact
Preserve full §1202 $10M exclusion on early exits

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