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§1045 QSBS Rollover (Reset the 5-Year Clock)

Sell QSBS before 5 years and roll gain into new QSBS within 60 days — preserve deferral and restart clock.

Overview

IRC §1045 lets holders who've held QSBS for at least 6 months sell early and roll the entire gain into new QSBS within 60 days. Deferred gain reduces new stock's basis; original holding period tacks on for §1202. Use when a startup exits before 5 years — redeploy into another qualifying startup and keep the tax-free trajectory alive. Election filed on Form 8949.

Best fit
Founders / early employees pre-5-year markSerial angel investorsEmployees whose company gets acquired early
Estimated impact
Full capital gains deferral until eventual §1202 qualification

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