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.