QSBS Valuation for C Corporation Conversions

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QSBS valuation services for LLC and partnership conversions to C corporations, covering fair market value at the conversion date, the Section 1202(i) basis, and the gross assets test, prepared in accordance with USPAP. AppraiseItNow values converted operating companies, founder and investor units exchanged for stock, and contributed business assets.

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DEFENSIBLE, USPAP-COMPLIANT QSBS CONVERSION APPRAISAL REPORTS โ€” QUALIFIED FOR THE IRS, INSURANCE AGENCIES, LENDERS, AND MORE.

  • IRS
  • GASB
  • United States Courts
  • U.S. Small Business Administration
  • Chase
  • Bank of America
  • Wells Fargo

The business valuation appraisers behind every report we write

These are a few of our business valuation appraisers. Between them they hold ASA, ABV, and CFA designations, and every report is written to USPAP for the IRS, insurance agencies, lenders, and more.

Joe Kattan

Joe Kattan

Owner & CEO

Joe founded AppraiseItNow to make a certified, USPAP-compliant appraisal as simple to order as anything else online. A former Bain & Company strategy consultant, Joe leads the entire team and specializes in strategy, growth, and the firm's tech capabilities.

Justin Ramirez

Justin Ramirez

Business Valuation Expert & Appraiser

ASA, ABV, and CFA charterholder. Since 2016 Justin has valued businesses for estate and gift tax, purchase price allocations, fairness opinions, lending, and buy-sell agreements, across manufacturing, services, retail, and pre-revenue biotech.

Raymond Ghelardi

Raymond Ghelardi

Business Valuation Expert & Appraiser

Accredited Senior Appraiser with the American Society of Appraisers. Raymond values capital stock, business enterprises, stock options, and intangible assets.

Aron Blue

Aron Blue

Client Success Manager

Manages each engagement from the first enquiry to the delivered report, and keeps you posted at every step along the way.

  • USPAPWritten to the Uniform Standards of Professional Appraisal Practice
  • American Society of AppraisersAccredited Senior Appraiser
  • AICPAAccredited in Business Valuation
  • CFA InstituteChartered Financial Analyst
  • The Appraisal FoundationAuthorized by Congress as the source of appraisal standards
Valuation date
The conversionFair market value as of the day the LLC or partnership interests were exchanged for C corporation stock.
Why it matters
IRC 1202(i)Stock received for property takes a basis of at least the property's fair market value, which divides excludable gain from taxable gain.
Standard
USPAPEvery report is prepared in accordance with USPAP and states the standard of value, the approaches, and the evidence relied on.

A QSBS valuation fixes the fair market value of a business on the day it becomes a C corporation

When an LLC or partnership converts to a C corporation, Section 1202(i) treats the new stock as acquired on the conversion date with a basis of no less than the fair market value of what was exchanged. The QSBS exclusion reaches only gain above that figure. We prepare the independent valuation that sets it.

The basis line

Gain built up before conversion stays taxable

Appreciation that existed before the conversion is outside the exclusion; only growth after the conversion date can qualify. A supported fair market value is what draws that line, and it is the number the return relies on years later when the stock is sold. See 26 U.S.C. 1202(i).

The asset test

The same value is tested against the gross assets cap

Section 1202(d)(2)(B) counts contributed property at fair market value when the gross assets test is measured. For stock issued after July 4, 2025 the ceiling is $75 million ($50 million for earlier stock), so the conclusion has to be right in both directions, not simply high.

The holding period

The clock starts at the conversion, not at formation

The stock is treated as acquired on the exchange date. For stock acquired after July 4, 2025, Section 1202(a) allows a 50 percent exclusion after three years, 75 percent after four, and 100 percent after five, so the conversion date also anchors every later milestone.

We value converting LLCs, partnerships, and contributed business assets for Section 1202 planning

Our appraisers value the whole business being converted and, where the owners need it, each member's share of the stock received. We work from the records the company already keeps and the conversion documents its counsel prepares.

What we value

The converting entity and the interests exchanged

Conversions we value include:

  • Multi-member LLCs
  • Operating partnerships
  • Founder and investor units
  • Assets contributed for stock

What we work from

Records that already exist at the company

We ask for the documents behind the number, then tell you if anything else would change the conclusion:

  • Financial statements and tax returns
  • Operating or partnership agreement
  • Plan of conversion and cap table
  • Projections and recent financing terms

Before and after

Related valuations, kept consistent

A conversion is often followed by option grants and later by a sale. We prepare 409A valuations for the new corporation's common stock and transaction valuations when an exit comes, so the figures on file tell one story.

Our QSBS conversion valuations are written to be read by an IRS examiner years after the conversion

The exclusion is claimed when the stock is sold, often more than five years after the conversion. Our reports are built so a reviewer at that point can follow how the value was reached without having to ask us.

What the report states

Standard of value, approaches, and the evidence

Each report states fair market value as the standard, the income, market, and asset approaches considered, the weight given to each, and the financial data and market evidence behind the conclusion. Credentialed business appraisers prepare it; our appraisers hold credentials with leading organizations such as the ASA and AICPA (ABV). AppraiseItNow does not provide legal, tax, or investment advisory services. Clients must seek independent professional counsel.

Timing and fees

A fixed fee, confirmed before work begins

Tell us the conversion date and your deadline, whether that is a closing, a financing, or a filing, and we confirm up front whether we can meet it. Engagements are quoted as a fixed fee before we start; see our appraisal pricing. A conversion that already happened can be valued as of its past date.

What clients say we are known for

AppraiseItNow Reviews: โ€œThe report was quite thorough as wellโ€ and โ€œThe team was highly knowledgeable, helpful, and efficientโ€

  1. Being the appraiser they come back toโ€œI highly recommend their appraisal services, especially for private companiesโ€ Steve R.Mentioned in 55 reviews
  2. Answering fast, and staying reachable while the work runsMentioned in 47 reviews
  3. Showing the research and the comparables behind the numberโ€œTheir work was quick, thoroughโ€ Jeff H.Mentioned in 35 reviews
  4. Delivering the finished report ahead of the deadlineMentioned in 31 reviews
  5. Following the regulatory guidelines the IRS and the courts requireMentioned in 15 reviews

Across 110+ published AppraiseItNow reviews the picture is consistent: every one is from a client who paid us for an appraisal, and the three things they raise most often are that they would hire us again, how quickly we answer, and how much research is visible in the report.

  • Reached out to Joe and Team in a difficult spot. A client gifted 5 Private Market LPs to a trust and needed a valuation and had a 5 week window to get it done. We had a call with Joe and he outlined what information was needed and provided an estimated cost. We received a detailed engagement letter with final cost. Joe was confident his team could get the job done on time. We received the draft valuation in approximately 4 weeks which needed to be reviewed by tax and legal counsel. When it was all said and done the final report was delivered a couple days earlier than originally promised which was a huge weight lifted off the client and his advisors. Communication is key and AppraiseItNow did a great job from start to finish and delivered exactly what they promised. Great experience!
    Ryan T., Annapolis, MD ยท

    Business Valuation for Gift Tax

  • Responsive, professional, first class deliverables -- especially considering that that the appraised assets are extremely complex financial assets with little by way of comps. The deliverable satisfied my accountants and advisers as being more than adequate to support the valuation needed to complete a conversion to a Roth IRA
    Dave T., Ocala, FL ยท

    Business Valuation for IRA Conversion

  • Joe and Aron were extremely impressive - the entire process went very smoothly. They were always quick to respond to any questions I had and could not have been more helpful. They were aware of some tight time restrictions I had and made sure I received my reports in a timely fashion. I highly recommend them to anyone needing a valuation.
    William L., Woodford County, IL ยท

    Business Valuation for Charitable Donation

  • I used AppraiseItNow to examine a contribution to a foundation. Their work was quick, thorough, and easy to work with, as theyโ€™ve developed a simple system for uploading documents. I plan to use them again.
    Jeff H. , New York, NY ยท

    Business Valuation for Charitable Donation

  • The team was highly knowledgeable, helpful, and efficient. I highly recommend their appraisal services, especially for private companies.
    Steve R., Northbrook, IL ยท

    Business Valuation for IRA Conversion

  • I found them professional & responsive. The report was quite thorough as well.
    Daniel L. , New York City, NY ยท

    Business Valuation for Charitable Donation

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How our Valuation Process Works

1

Appraisal Request

Submit estimate or list of items for our review.

2

Quote Issued

We'll share a flat fee quote for your approval.

3

Kickoff & Intake

Submit details on all of your items for our review.

4

Research & Analysis

We'll conduct detailed research and prepare a written USPAP-compliant report.

5

Report Delivery

Delivery of your report and supporting documents (e.g., signed IRS Form 8283) by email.

Frequently Asked Questions on QSBS Valuation for C Corporation Conversions

Does an LLC that converts to a C corporation get QSBS treatment on its past growth?

No. Under Section 1202(i), stock received in exchange for property takes a basis equal to at least the property's fair market value at the exchange, and the stock is treated as acquired on that date. Gain up to that value is taxed under the ordinary rules when the stock is sold; only appreciation after the conversion can qualify for the exclusion. That is why the conversion-date valuation matters.

Can a QSBS conversion valuation be prepared after the conversion has already happened?

Yes. We can value the business as of a past conversion date, using the financial records, agreements, and market evidence that existed on that date. A valuation prepared close to the conversion is easier to support, because nothing that happened later has to be set aside, so we recommend engaging us before or shortly after the conversion closes.

Which gross assets limit applies to a conversion today?

For stock issued after July 4, 2025, the aggregate gross assets limit in Section 1202(d)(1) is $75 million, indexed for inflation for taxable years beginning after 2026; stock issued earlier was tested against $50 million. Contributed property counts at fair market value when the test is measured, so the conversion valuation is part of the evidence that the corporation qualified when the stock was issued.

Does the fair market value at conversion affect the per-issuer cap?

It can. Section 1202(b) limits excludable gain per issuer to the greater of a dollar cap ($15 million for stock acquired after July 4, 2025, $10 million before) or 10 times the taxpayer's basis in the stock sold. Because Section 1202(i) sets basis at fair market value for purposes of the section, the conversion value can feed the 10-times-basis figure. Your tax advisor applies it to your facts.

Do you decide whether my company qualifies as a qualified small business?

No. Qualification under Section 1202 turns on legal and tax questions, including the C corporation and original-issuance rules, the 80 percent active business test, and the excluded fields such as health, law, consulting, and financial services. Your attorney or CPA makes that determination. We provide the independent fair market value their analysis and your return rely on.