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Loophole

§1202 QSBS Exclusion

Exclude up to $10M in gains from C-corp stock, tax-free.

Overview

Founders/employees of qualified C-corps (< $50M gross assets at issue) who hold stock 5+ years can exclude the GREATER of $10M or 10× basis in cap gains from federal tax. Some states (CA) don't conform — plan residency accordingly.

Best fit
Startup foundersEarly employeesAngel investors
Estimated impact
$2M–$5M+ per shareholder per company

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