Rausa Russo Capital is the Venture & Capital Markets Practice of Rausa Russo Law, PLLC.
There is no separate legal entity. Topic-archive pages collect general informational content and do not constitute legal, tax, or investment advice.
Section 1202 of the Internal Revenue Code allows a non-corporate holder of qualified small business stock to exclude up to the greater of $10 million or 10x basis of capital gain on the sale of that stock, provided the issuer-level and holder-level requirements are met and the stock is held for more than five years. 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 five years. Section 1244 provides ordinary-loss treatment up to $50,000 ($100,000 on a joint return) for losses on stock in a domestic small business corporation, the asymmetry that makes the QSBS architecture so favorable on expected-value math.
The pieces below collect every Capital insight, guide, and quarterly story that touches QSBS and founder-side tax planning.
Insight
What Is QSBS and How Do Founders Qualify?
A founder-side walk-through of Section 1202: who issues QSBS, who holds QSBS, the five-year clock, the active-business test under Section 1202(e), the gross-asset cap under Section 1202(d), and the rollover under Section 1045.
IRC § 1202
IRC § 1045
IRC § 1244
Insight
The 83(b) Election Explained
The 30-day deadline under IRC Section 83(b), what an election does, what happens if you miss it, and the QSBS-clock interaction (vesting tranches and the five-year holding period start date).
IRC § 83(b)
IRC § 1202
QSBS clock
Capital Quarterly · Q2 2026
The Post-OBBBA QSBS Landscape
The 2025 federal expansion of Section 1202: the gross-asset threshold, the dollar cap on excluded gain, transitional rules, and what changed (and did not change) for the formation playbook.
IRC § 1202
2025 expansion
Foundational Guide
Setting Up a Venture: Formation, Capitalization, and Term Sheets
QSBS planning starts at formation, not at exit. The guide walks through entity choice, founder equity, 83(b), QSBS planning under IRC Sections 1202 and 1045, IP assignment, and the financing architecture that preserves QSBS treatment through the holding period.
Formation
IRC § 1202
IRC § 1045
IRC § 1244
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