For founders
QSBS Qualification Review
A health check on your QSBS position. Before any planning is designed, we establish whether your stock qualifies under Section 1202, where each tranche stands, and whether anything beyond a sound family plan is worth doing. The answer is sometimes no, and sometimes that no trust is needed.
A 30-minute consultation is the first step. The review itself is quoted as a flat fee, in writing, before it begins.
What the review answers
- Whether the company and the stock plausibly qualify: C corporation status, original issuance, the active business requirement, and the gross-assets test at each issuance.
- Whether anything has happened that could undo that: a conversion, a redemption, a missed 83(b) election, or a gap in the corporate record.
- Which regime governs each tranche, and when each one reaches its holding-period milestones.
- What that means for a tender, a secondary sale, or an early acquisition offer.
- Whether trust planning is worth doing on your facts, or whether a family plan is enough.
- Which Maryland, DC, or Washington State rules bear on the answer.
Who it is for
Many founders may never need a SLANT or a separate non-grantor trust, but nearly all of them need to know their stock qualifies.
Well under the cap
Founders whose expected gain sits comfortably within one exclusion. The review confirms qualification and timing, and often ends with a family plan and no trust.
Approaching an event
A priced round, a 409A, a tender, or an acquisition approach. The review sets out what the event changes before you commit to it.
Possibly over the cap
Founders whose gain may exceed one exclusion. The review establishes whether non-grantor trust planning is available and worth its cost before anything is designed.
Reviewing a plan built elsewhere
Founders who already have trusts or a QSBS plan in place and want to know whether it holds up.
Fees and timing
How fees work
A flat fee, quoted in writing before the review begins. No hourly billing. If the review leads to further work, that is quoted separately, also in writing, before it starts, so you are never billed into a decision you have not made.
How long it takes
The review typically takes one to two weeks once we have your documents. If you go on to a full plan, it usually reaches signing in about six weeks, and as soon as three when timing matters. Meetings are held virtually.
Timelines are typical rather than promised. They depend in part on how quickly your company and its advisers respond.
What to gather
Bring what you have. Finding what is missing is part of the review.
- The current cap table.
- Stock certificates, or the company's stock ledger.
- The certificate of incorporation, and any LLC conversion documents.
- Any 83(b) elections you filed.
- The history of any redemptions or repurchases by the company.
- Financing documents, such as SAFEs, notes, and preferred stock purchase agreements.
- Information on the company's gross assets at each issuance of your stock.
Please do not send confidential documents until an engagement is confirmed. We will tell you how to share them securely.
What you get
- A written summary of what is, and is not, available on your facts.
- A recommendation on what to do next, and in what order.
- A clear go or no-go on trust planning. "No trust needed" is a legitimate outcome, and for many founders it is the right one.
Start with a founder consultation
A 30-minute conversation about your company and your equity, to scope the review. You leave with a flat-fee quote, in writing, before any work begins.
Important notice. This page describes a review of whether planning may be available under federal and state law as currently in effect. It is general information for educational purposes, not legal or tax advice, and it does not create an attorney-client relationship. Whether any structure is appropriate, or permitted, depends on facts specific to you, your company, and your state of residence, and tax law is subject to change. No outcome, tax treatment, or result is promised or guaranteed. Prior results do not guarantee a similar outcome.