Maintain QSBS when selling secondaries

During large funding rounds, many founders sell stock before they reach QSBS eligibility. QSBS rollovers keep the clock running on your QSBS benefit and create a path to tax-free gains.

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Founder Secondaries

QSBS rollovers maximize founder tax savings

Before 5 years

If your funding round is oversubscribed and a secondary sale is on the table, don't let the fear of a large tax bill keep you from liquidity. QSBS rollovers can provide a bridge to reach the 5 years needed to qualify for QSBS tax exclusion.

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Late-stage founders

Later in the life of a private company, many founders have been able to take substantial liquidity. Sometimes, the base $10M QSBS exclusion limit is maxed out and additional liquidity would be fully taxable. QSBS rollovers offer an opportunity to expand QSBS for late-stage founders.

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QSBS at every stage

Whether you're selling early, tendering late, or expanding your QSBS eligibility, rollovers keep your tax benefits intact.

SECONDARY

Series A/B Secondary

If your funding round is oversubscribed, and a secondary sale is on the table, don't let the fear of a large tax bill keep you from liquidity. QSBS rollovers can provide a bridge to reach the 5 years needed to qualify for QSBS tax exclusion.

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  • Rollovers are the only option for preserving QSBS when you sell stock ‘early’. Our team helps founders roll secondaries into a new company to defer taxes from the stock sale.
  • Rolling over proceeds into a new business is just the start. Managing the substantiation and compliance, business operations, and tax/legal complications of QSBS is our expertise.
  • Successful rollovers keep you in control. We’re the only firm building solutions to keep capital in the hands of founders via QSBS.

TENDER OFFER

Late-stage tender offer

Later in the life of a private company, many founders have been able to take substantial liquidity. Sometimes, the base $10M QSBS exclusion limit is maxed out and additional liquidity would be fully taxable. QSBS rollovers offer an opportunity to expand QSBS for late-stage founders.

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  • While the first $10M of your lifetime gains might be tax-free, high-value tenders often leave founders facing a massive tax bill on the ‘excess’ proceeds. A QSBS rollover allows you to take those additional gains, reinvest them into new QSBS, and enable additional $10M exclusions.
  • Each subsequent business that you fund or start with your QSBS proceeds creates the opportunity for an additional $10M of tax-free gains.
  • There are a few common expansion options for QSBS, but only rollovers enable you to stay in control of your money, while exploring the potential upside of strategic reinvestment.

EXPANSION

Expand future QSBS eligibility

A QSBS rollover is essentially a transfer of your current tax liability to stock in a new company. The benefit in the short term is tax deferral, and the long term benefit is an investment into a new venture, with future QSBS eligibility maintained.

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  • At any stage, QSBS rollovers multiply the amount of gains you may be able to take tax-free in the future.
  • While many founders take advantage of strategic trust stacking moves, not everyone has the ability to expand QSBS through trusts alone. QSBS rollovers provide a flexible alternative to QSBS expansion, and can work alongside trust-stacking as a comprehensive QSBS strategy.
  • Remember that QSBS eligibility applies to each eligible tranche of stock held by individual taxpayers, per company. This means that each shareholder in a company could have QSBS, but it also means that each company you own stock in can grant you separate QSBS exclusions ($10M each).

Trusted by founders navigating secondary liquidity

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Why founders choose us

We don't offer a menu of tax strategies. QSBS Rollovers are our singular focus, and that's why founders and their advisors trust us when secondaries are on the table.

01

Specialized

QSBS Rollovers are all we do. Our process is built for founders taking early liquidity, not retrofitted from generic tax planning.

02

Founder-First

We operate as your advocate, not a transaction processor. Every decision is guided by your facts, your timeline, and your long-term outcomes.

03

Trusted by Advisors

Founders come to us through CPAs, tax attorneys, and wealth advisors who trust our process and rely on us to execute rollovers cleanly alongside their teams.

04

Quality Without Compromise

From documentation to execution, we prioritize durability and precision. Every structure we build is meant to hold up for years.

Founder secondaries FAQ

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