Navigating the QSBS rules in pass-through structures

Eligible shareholders that sell qualified small business stock (QSBS) and meet certain requirements can permanently exclude gain from the sale of the stock from their federal taxable income.¹ Congress enacted the special rules for QSBS in 1993 to incentivize investments in small, growth–oriented businesses.² Interest in QSBS grew after the 2017 Tax Cuts and Jobs Act reduced the federal corporate income tax rate from 35% to 21%, making it more attractive for taxpayers to organize their businesses as C corporations for tax purposes, especially if the corporate stock could qualify for QSBS treatment.³ The law known as the One Big Beautiful Bill Act (OBBBA), H.R. 1, P.L. 119–21, further expanded benefits for QSBS acquired after July 4, 2025, by introducing a new tiered exclusion system with reduced holding periods and increasing certain per–issuer limitation amounts.⁴

Determining QSBS eligibility is not always straightforward, and statutory and regulatory guidance is limited. The complexity increases when QSBS is held through a pass–through entity or when the corporation operates through one or more partnerships. Such ownership structures are not uncommon, particularly in the startup context where ownership structures may evolve significantly over time and where pass–through treatment may be desirable in the early years of the startup when significant losses are anticipated.⁵

Taxpayers and advisers should take the time to understand the QSBS rules so that they can properly structure their business investments to preserve the expected tax benefits. The remainder of this article provides an overview of the QSBS rules and examines special issues that can arise when (1) pass–through entities (i.e., partnerships or S corporations) are interposed between owners and the relevant qualified small business corporation or (2) the qualified small business corporation owns interests in entities treated as partnerships for tax purposes.

Overview of requirements for QSBS gain exclusion

The following requirements must be met for a shareholder to qualify for the QSBS gain exclusion:

Eligible corporation: The stock must be issued by a domestic C corporation other than a domestic international sales corporation (DISC) or former DISC, regulated investment company, real estate investment trust, real estate mortgage investment conduit, or cooperative.⁶

Original issuance: The stock must be acquired at original issuance in exchange for money or other property (not including stock) or as compensation for services provided to the corporation (other than services performed as an underwriter of such stock).⁷

Noncorporate stockholder: The stockholder cannot be a corporation.⁸ As discussed below, stock held by pass–through entities, including S corporations, can be eligible for QSBS treatment with respect to the issuing entity’s noncorporate owners.

Aggregate gross assets: The stock must be issued at a time when the corporation has $75 million or less in aggregate gross assets, determined by taking into account amounts received by the corporation in the issuance.⁹ “Aggregate gross assets” means the amount of cash and the aggregate adjusted bases of other property held by the corporation, except that the adjusted basis of contributed property is determined as if the basis of the property contributed to the corporation (immediately after such contribution) were its fair market value (FMV) for this purpose. The gross–asset limitation must be met at all times before the stock is issued and immediately after issuance. For stock issued on or before July 4, 2025, the aggregate–gross–asset limitation is $50 million.

Active business: During substantially all of the taxpayer’s holding period for the stock, the corporation must meet an active–business requirement.¹⁰ In order to meet this requirement, at least 80% (by value) of the corporation’s assets must be used by the corporation in the active conduct of a qualified trade or business, and the corporation must be an eligible corporation. There is no guidance under Sec. 1202 defining “substantially all.” In the qualified opportunity zone context, “substantially all” of the taxpayer’s holding period has been interpreted to mean at least 90% of the holding period, although such guidance is not authoritative in the QSBS context.¹¹ As to the definition of “qualified trade or business,” certain businesses are explicitly excluded, including any banking, insurance, financing, leasing, investing, or similar business, as well as any farming, hotel, motel, or restaurant business. Various businesses involving the performance of services (including in the fields of law, accounting, consulting, engineering, and health) are also excluded.¹² There is a special rule for startup activities, as described in Sec. 195(c)(1)(A), under which assets used in such activities are treated as used in the active conduct of a qualified trade or business.¹³

Holding period: For stock acquired before July 4, 2025, a taxpayer generally must hold the stock for more than five years to qualify for the QSBS gain exclusion.¹⁴ The OBBBA modified the QSBS gain exclusion by providing a tiered gain exclusion for QSBS acquired after July 4, 2025, based on the number of years the taxpayer owns the stock. A taxpayer receives a:

• 50% exclusion if the stock is held for at least three years;
• 75% exclusion if the stock is held for at least four years; and
• 100% exclusion if the stock is held for at least five years.¹⁵

Per-issuer limitation: The aggregate amount of gain that can be excluded upon the sale of QSBS is subject to a per–issuer limitation equal to the greater of an applicable dollar limit less eligible gain excluded by the taxpayer in prior years attributable to dispositions of stock from the same issuer, or 10 times the taxpayer’s adjusted basis in the QSBS disposed of within the tax year. For stock issued on or before July 4, 2025, the applicable dollar limit is $10 million. The OBBBA increased this amount to $15 million for stock issued after July 4, 2025.¹⁶

Disqualifying redemptions: Stock is not QSBS if, at any time during the four–year period beginning two years before the issuance date, the issuing corporation purchased the stock directly or indirectly from the taxpayer or a person related to the taxpayer within the meaning of Sec. 267(b) or 707(b).¹⁷ Additionally, stock issued by a corporation is not QSBS if, during the two–year period beginning one year before the issuance date, the corporation made one or more purchases of its stock with an aggregate value exceeding 5% of the aggregate value of all its stock as of the beginning of that two–year period.¹⁸ There are exceptions for certain redemptions that do not exceed de minimis amounts, as defined in the regulations.¹⁹

Rollover of gain: Sec. 1045 provides for deferral of gain on certain sales of QSBS by noncorporate taxpayers if the taxpayer rolls the gain over into new QSBS within a 60–day period. To qualify for this gain deferral, the taxpayer must hold the QSBS for more than six months and make an election.²⁰ A taxpayer other than a corporation (including a partnership) that holds QSBS for more than six months, sells the QSBS, and purchases replacement QSBS within a 60–day period may elect to apply Sec. 1045.²¹ If the taxpayer elects to apply Sec. 1045, only the first six months of the taxpayer’s holding period for the replacement QSBS are taken into account in applying the active–business requirement.²²

QSBS owned by partnerships and S corporations

Flow-through treatment of QSBS gain exclusion

Under Sec. 1202(g), noncorporate owners of S corporations and partnerships (including limited partnerships and LLCs taxed as partnerships) may exclude their share of entity–level gain on the sale of QSBS if:

• The stock sold by the pass-through entity would be treated as QSBS in the hands of the entity (determined as if the entity were an individual);
• The pass-through entity held the stock for at least three years (more than five years in the case of stock acquired on or before July 4, 2025); and
• The gain is includable in the taxpayer’s gross income because the taxpayer holds an interest in the entity, and the taxpayer held that interest from the entity’s acquisition of the QSBS through the date of disposition.²³

Thus, a taxpayer cannot “buy into” QSBS eligibility by acquiring an interest in a partnership or S corporation after the entity has acquired the stock.

For QSBS held by an S corporation, it is critical to make sure that the S corporation has properly filed a valid S election and maintained its status as an S corporation at all times. To qualify as an S corporation for U.S. tax purposes, all shareholders must consent to the S election. Additionally, the entity must be a domestic corporation with 100 or fewer shareholders (and such shareholders generally must be individuals, estates, or certain trusts), and it must have only one class of stock. Failure to meet these requirements can terminate S corporation status, which generally results in the entity’s being treated as a C corporation for U.S. tax purposes in the absence of relief.²⁴ If the corporation does not have a valid S election in place for the entire QSBS holding period, neither the corporation nor its shareholders will be eligible for the QSBS gain exclusion with respect to QSBS owned by the corporation.

Exclusion capped based on taxpayer’s interest at time QSBS acquired by pass-through entity

A partner or S corporation shareholder cannot increase their excludable gain by subsequently increasing their ownership percentage — the exclusion is capped at their proportionate interest when the pass–through entity originally acquired the QSBS.²⁵ As a result, taxpayers may be unable to exclude the full amount of gain allocated to them if their proportionate interest in the pass–through entity increased after the entity acquired the stock.

Sec. 1202 does not define what constitutes an “interest” for these purposes, and no Treasury regulations address the issue. Determining a shareholder’s interest in an S corporation is fairly straightforward, as S corporations cannot have more than one class of stock, and shareholders must have identical rights to distribution and liquidation proceeds.²⁶ Partnerships, however, offer far greater flexibility, making the question of what constitutes a partnership interest for purposes of Sec. 1202 more complex.

Partnerships generally may allocate items of income, gain, loss, deduction, or credit in the manner described in the partnership’s agreement, provided that such allocations either have substantial economic effect or are in accordance with the partner’s interest in the partnership (taking into account all the facts and circumstances).²⁷ In some instances, a taxpayer may be granted a right to a partnership’s future earnings or future appreciation in the value of its business (a profits interest) without concurrently receiving any right to a share of the proceeds if the partnership’s assets were sold at FMV and the proceeds were distributed in complete liquidation of the partnership (a capital interest).²⁸

In interpreting Sec. 1202 here, consider the following: For purposes of Sec. 1045, which allows an eligible partner of a partnership that sells QSBS to defer gain if they purchase QSBS directly or through a purchasing partnership,²⁹ the amount of deferrable gain is limited to the product of the partnership’s realized gain from the sale (generally without regard to any Sec. 734(b) or 743(b) basis adjustments) and the eligible partner’s “smallest percentage interest in partnership capital.”³⁰ The partner’s smallest percentage interest in partnership capital is their percentage share of capital determined at the time the QSBS was acquired, as adjusted prior to the time the QSBS is sold, to reflect any reduction in the capital of the partner, including a reduction as a result of a disproportionate capital contribution by other partners, a disproportionate capital distribution to the eligible partner, or the transfer of an interest by the eligible partner, but excluding income and loss allocations.³¹

It is unclear whether the IRS would apply a similar standard to the Sec. 1202 gain exclusion. If it did, a partner without a preexisting capital interest that is granted a profits interest on the day that the partnership acquires QSBS may be treated as having no interest for purposes of calculating their QSBS gain exclusion when the QSBS is later sold.

Transfers of QSBS and interests in pass-through entities owning QSBS

Although QSBS acquired from an existing shareholder of the issuing corporation generally fails the original–issuance requirement, there are exceptions for transfers of QSBS by gift or at death and for transfers by a partnership to a partner of stock with respect to which requirements similar to the Sec. 1202(g) requirements are met (without regard to the holding–period requirement therein).³² A taxpayer that acquires QSBS in such transactions is treated as having acquired the stock in the same manner as the transferor and can generally tack on the transferor’s holding period.³³

There is no special rule governing other transfers of QSBS between pass–through entities and their equity owners, such as contributions of QSBS by an equity holder to a partnership or an S corporation or distributions of QSBS by an S corporation to a shareholder. In the absence of a specific rule comparable to Sec. 1202(h), these transfers present a substantial risk of failing the original–issuance requirement, and there is currently no clear authority treating them as qualifying transfers. Likewise, a recipient of a gift of an interest in a partnership or S corporation that already holds QSBS generally should not expect to qualify for a Sec. 1202 exclusion with respect to that preexisting QSBS because Sec. 1202(g) ties eligibility to the donee’s ownership interest at the time the entity acquired the stock, and Sec. 1202(h)’s gift rule applies to direct ownership of QSBS stock, not to indirect ownership through an entity.³⁴ For QSBS owned by a partnership, an alternative would be for the partnership to distribute the QSBS to the transferor partner, who could then gift the stock itself.

Lower-tier partnerships in QSBS structures

Measuring aggregate gross assets

As stated earlier, for stock to be eligible for QSBS treatment, the aggregate gross assets of the corporation generally must not have exceeded the applicable limitation either prior to its issuance or immediately after the issuance (determined by taking into account amounts received by the corporation in the issuance).³⁵ “Aggregate gross assets” means the amount of cash and the aggregate adjusted basis of other property held by the corporation.³⁶ The adjusted basis of contributed property, however, is determined as if the basis of such property were equal to its FMV as of the time of contribution.³⁷ The limitation for stock issued after July 4, 2025, is $75 million.³⁸

All corporations in the same parent–subsidiary controlled group are treated as one corporation when applying the aggregate–gross–asset limitation.³⁹ A parent–subsidiary controlled group is one or more chains of corporations connected through stock ownership with a common parent organization if (1) stock possessing more than 50% of the total combined voting power of all classes of stock entitled to vote or more than 50% of the total value of shares of all classes of stock of each of the corporations is owned by one or more of the other corporations and (2) the common parent corporation owns stock possessing more than 50% of the total combined voting power of all classes of stock entitled to vote or more than 50% of the total value of shares of all classes of stock of at least one of the other corporations, excluding stock owned directly by such other corporations.⁴⁰

Sec. 1202 does not address how assets held by the corporation indirectly through a partnership interest should be treated for purposes of the aggregate–gross–asset limitation. One approach would be to measure the corporation’s aggregate gross assets based on the corporation’s adjusted basis in its partnership interest. An alternative approach would be to measure the corporation’s aggregate gross assets based upon the adjusted basis of the corporation’s proportionate share of the partnership’s assets. A similar approach has been applied in other contexts.⁴¹ Nonetheless, the lookthrough approach may be challenging if, for example, the corporation has varying interests in partnership capital, profits, and losses.

Applying the active-business test

As mentioned earlier, in order for a taxpayer to qualify for QSBS treatment, the corporation must meet an active–business requirement during substantially all of the taxpayer’s holding period for the stock.⁴² This requires that at least 80% of the corporation’s assets (by value) are used by the corporation in the active conduct of a qualified trade or business.

In the case of subsidiary corporations, Sec. 1202(e)(5) applies a lookthrough approach, providing that “stock and debt in any subsidiary corporation shall be disregarded and the parent corporation shall be deemed to own its ratable share of the subsidiary’s assets, and to conduct its ratable share of the subsidiary’s activities.” A corporation is considered a subsidiary if the parent owns more than 50% of the combined voting power of all classes of stock entitled to vote or more than 50% of the value of all outstanding stock. A corporation will fail the active–business requirement for any period during which more than 10% of the value of its assets (in excess of liabilities) consists of stock or securities in other corporations that are not subsidiaries of the corporation.⁴³

In the absence of guidance under Sec. 1202, there is significant uncertainty as to whether the activities and assets of a lower–tier partnership can contribute toward a corporation’s satisfying the active–business test. In other contexts, a partnership’s activities are attributed to a partner if the partner’s interest in the partnership exceeds a certain threshold or if the partner conducts sufficient activities in the partnership’s business. Under Sec. 355, for a distribution of stock to qualify for tax–free treatment, both the distributing corporation and the controlled corporation must be engaged in the active conduct of a business immediately after the distribution.⁴⁴ The IRS has ruled that a corporate partner in a partnership may be considered actively conducting the business of the partnership if either (1) the corporation owns a meaningful interest in the partnership (i.e., at least a 20% interest) and, through its officers or employees, performs active and substantial management functions of the partnership or (2) the corporation owns a significant interest in the partnership (i.e., at least a 331/3% interest), regardless of whether the corporation performs activities in the partnership’s business.⁴⁵

Similarly, for the continuity–of–business-enterprise requirement applicable to corporate reorganizations, Regs. Sec. 1.368–1(d)(4)(iii)(B) provides that the issuing corporation will be treated as conducting a business of a partnership if (1) members of the qualified group, in the aggregate, own an interest in the partnership representing a significant interest (e.g., a 331/3% interest) in that partnership’s business or (2) one or more members of the qualified group have active and substantial management functions as a partner with respect to that partnership’s business.⁴⁶

It appears a lookthrough approach would be most defensible in the Sec. 1202 context where (1) the corporation owns a large interest in the partnership (e.g., at least a 20% interest, although the subsidiary corporation lookthrough rules apply to interests exceeding 50%) and (2) the corporation materially participates in the management or operations of the partnership’s business. Under such facts, it would seem appropriate to distinguish the corporation’s ownership of the partnership interest from mere passive investment activity.

Entity conversion planning

Equity interests in entities classified as partnerships for U.S. federal income tax purposes are not QSBS, but owners may be able to convert the partnership into a C corporation in a manner that causes newly issued corporate stock to qualify for QSBS treatment. The conversion can be accomplished via a check–the–box election, a state–law conversion, a merger transaction, or through an actual transfer of assets. Rev. Rul. 84–111 provides for three forms of converting a partnership into a corporation — assets–over, assets–up, and interests–over. The form chosen controls the tax consequences.

In an assets–over transaction, the partnership transfers all of its assets and liabilities to a newly formed corporation in exchange for all the corporation’s outstanding stock in a transaction qualifying under Sec. 351 and subsequently distributes all of the stock to its partners in proportion to their partnership interests in liquidation of the partnership.⁴⁷ If the partnership files a check–the–box election, it will be deemed to have completed an assets–over transaction.

In an assets–up transaction, the partnership distributes all of its assets and liabilities to its partners in proportion to their partnership interests, and the partners subsequently transfer the assets received to a newly formed corporation in exchange for all outstanding stock of the corporation and assumption by the corporation of the partnership liabilities assumed by the partners in a transaction qualifying under Sec. 351.⁴⁸

In an interests–over transaction, the partners of a partnership transfer their partnership interests to a newly formed corporation in exchange for all outstanding stock of the corporation in a transaction qualifying under Sec. 351.⁴⁹

Although available Sec. 1202 guidance does not explicitly address partnership conversions, it appears that the original–issuance requirement could be met in each of these transaction forms. In both assets–up and interests–over transactions, the newly formed corporation issues stock to the former partners in exchange for property (i.e., partnership assets in an assets–up transaction and partnership interests in an interests–over transaction). In an assets–over transaction, the partnership receives stock in the newly formed corporation in exchange for property and subsequently distributes the stock to its partners. It seems this could qualify as a permitted transfer described in Sec. 1202(h)(2)(C).

Business owners considering converting a partnership into a corporation and intending to benefit from the QSBS gain exclusion should be mindful of the holding–period requirement. In each of the transactions described above, the taxpayer’s holding period in the stock begins at the time of the stock issuance (deemed or actual).⁵⁰ It does not appear that the taxpayer’s holding period in their partnership interest is included in determining their holding period in the stock.⁵¹ Additionally, care should be taken to ensure that the conversion is completed before the business exceeds the aggregate–gross–assets limitation. The business owners should also consider whether any preconversion planning is needed to ensure that the other technical requirements of Sec. 1202, including the active–business requirement, are satisfied.

Planning amid uncertainty

Business owners and their advisers should pay close attention to the various QSBS requirements, particularly when pass–through entities are involved and ownership structures change over time. The QSBS gain exclusion can be extremely valuable to founders and early investors in startup businesses. However, it is not always clear whether the technical rules of Sec. 1202 are satisfied, and limited guidance in certain areas creates uncertainty. Careful planning from inception to the ultimate sale of the QSBS is necessary to mitigate that uncertainty and preserve the expected tax benefits.

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Footnotes

¹ Sec. 1202.

² Omnibus Budget Reconciliation Act of 1993, P.L. 103-66, §3113. See also H.R. Rep’t No. 103-111 (May 25, 1993) at 600: “The committee believes that targeted relief for investors who risk their funds in new ventures, small businesses, and specialized small business investment companies, will encourage investments in these enterprises. This should encourage the flow of capital to small businesses, many of which have difficulty attracting equity financing.”

³ Tax Cuts and Jobs Act, P.L. 115-97, §13001.

⁴ OBBBA, §70431. See Fonseca, “Revisiting Sec. 1202: Strategic Planning After the 2025 OBBBA Expansion,” 56-12 The Tax Adviser 13 (December 2025), and Nance, “QSBS Gets a Makeover: What Tax Pros Need to Know About Sec. 1202’s New Look,” 56-11 The Tax Adviser 16 (November 2025).

⁵ For example, startup businesses are often organized as limited liability companies (LLCs). Unless an LLC elects to be treated as an association taxed as a C corporation for U.S. tax purposes, a single-member LLC is treated as a disregarded entity, and a multimember LLC is treated as a partnership (Regs. Sec. 301.7701-3(b)(1)).

⁶ Secs. 1202(c)(2)(A) and (e)(4).

⁷ Sec. 1202(c)(1)(B).

⁸ Sec. 1202(a)(1).

⁹ Sec. 1202(d)(1).

¹⁰ Sec. 1202(c)(2).

¹¹ See Regs. Sec. 1.1400Z2(a)-1(b)(5).

¹² Sec. 1202(e)(3).

¹³ Sec. 1202(e)(2)(A).

¹⁴ For stock acquired after Sept. 27, 2010, the exclusion is 100%; for stock acquired in earlier periods, the exclusion generally is 50% or 75%, depending on the acquisition date. See Sec. 1202(a).

¹⁵ Sec. 1202(a)(5).

¹⁶ Sec. 1202(b). Following the enactment of the OBBBA, the applicable dollar limit is adjusted for inflation annually.

¹⁷ Sec. 1202(c)(3)(A).

¹⁸ Sec. 1202(c)(3)(B).

¹⁹ Regs. Secs. 1.1202-2(a)(2) and (b)(2).

²⁰ Sec. 1045(a).

²¹ Regs. Sec. 1.1045-1(a).

²² Sec. 1045(b)(4)(B).

²³ Sec. 1202(g)(2). Although not the focus of this article, these rules also apply to QSBS held by regulated investment companies and common trust funds (Sec. 1202(g)(4)).

²⁴ Relief for an inadvertent termination of an S election is generally available if the termination was unintentional, corrective steps were taken, and the corporation and its shareholders agree to any adjustments required by the IRS (Sec. 1362(f)). Certain issues can be addressed through streamlined relief procedures, but other issues require a favorable private letter ruling. See Rev. Proc. 2022-19.

²⁵ Sec. 1202(g)(3).

²⁶ Sec. 1361(b)(1)(D); Regs. Sec. 1.1361-1(l)(1).

²⁷ Secs. 704(a) and (b).

²⁸ See, e.g., Rev. Proc. 93-27 and Rev. Proc. 2001-43.

²⁹ See Regs. Sec. 1.1045-1(a). An eligible partner is a taxpayer other than a C corporation that holds an interest in a partnership on the date the partnership acquires the QSBS and at all times thereafter for more than six months until the partnership sells or distributes the QSBS (Regs. Sec. 1.1045-1(g)(3)).

³⁰ Regs. Sec. 1.1045-1(d)(1).

³¹ Regs. Sec. 1.1045-1(d)(2).

³² Sec. 1202(h)(2).

³³ Sec. 1202(h)(1).

³⁴ But see Regs. Sec. 1.1045-1(g)(3)(ii).

³⁵ Sec. 1202(d)(1).

³⁶ Sec. 1202(d)(2)(A).

³⁷ Sec. 1202(d)(2)(B).

³⁸ Sec. 1202(d)(1).

³⁹ Sec. 1202(d)(3)(A).

⁴⁰ Secs. 1202(d)(3)(B) and 1563(a)(1).

⁴¹ See, e.g., Sec. 1061(d) and Regs. Sec. 1.1061-4(b)(9) (applying two separate lookthrough rules in determining whether long-term capital gain from the disposition of an applicable partnership interest must be recharacterized as short-term capital gain). See also Regs. Secs. 1.1297-1(d)(4), 1.1297-2(b)(3), and 1.1297-2(g)(4) (providing that the determination of whether a foreign corporation is treated as a passive foreign investment company under the asset test is based upon the corporation’s proportionate share of the assets of a lookthrough partnership).

⁴² Sec. 1202(c)(2).

⁴³ Sec. 1202(e)(5)(B).

⁴⁴ Sec. 355(b)(1)(A).

⁴⁵ See Rev. Rul. 92-17 and Rev. Rul. 2007-42. Proposed regulations issued in 2007 would take a similar approach. See Prop. Regs. Secs. 1.355-3(b)(2)(v) and 1.355-3(d)(2), Examples (22)—(24).

⁴⁶ See also Regs. Sec. 1.368-1(d)(5), Examples (11) and (12).

⁴⁷ Rev. Rul. 84-111, Situation 1.

⁴⁸ Id., Situation 2.

⁴⁹ Id., Situation 3.

⁵⁰ See Sec. 1202(i)(1)(A) (providing that in the case where the taxpayer transfers property (other than money or stock) to a corporation in exchange for stock in such corporation, such stock shall be treated as having been acquired by the taxpayer on the date of such exchange). In an assets-over transaction, the former partners’ holding period should include the partnership’s holding period in the stock. See Sec. 1202(h)(1).

⁵¹ In contrast, Sec. 1202(h)(4) provides that if QSBS is exchanged for other stock that would not otherwise qualify as QSBS in a transaction described in Sec. 351 or a reorganization described in Sec. 368, such other stock is treated as QSBS acquired on the date on which the exchanged stock was acquired.

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Contributors

Lauren M. Azebu, J.D., is a partner with Steptoe LLP in Washington, DC. The author thanks Mackenzie Beckett, J.D., LL.M., for her assistance on this article. For more information about this article, contact thetaxadviser@aicpa.org.

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MEMBER RESOURCES

Article

Fonseca, “Revisiting Sec. 1202: Strategic Planning After the 2025 OBBBA Expansion,” 56-12 The Tax Adviser 13 (December 2025)

Nance, “QSBS Gets a Makeover: What Tax Pros Need to Know About Sec. 1202’s New Look,” 56-11 The Tax Adviser 16 (November 2025)

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