QSBS Rollover as a Service

End-to-end QSBS Rollover search, compliance, and documentation.

QSBS Rollovers Made Simple

Problem: Investors with QSBS gains that have not met the 5-year holding requirement or that exceed the $10M cap typically pay an unnecessary tax bill.

Solution: We conduct a QSBS search process that solves the QSBS holding requirement and exclusion ceiling, bridging the gaps to a full QSBS exclusion.

Term: 6-24 months

Benefits:

  • Eliminate your 23-36% tax bill

  • Retain 100% control of your cash

  • Protect your exit value with U.S. Treasuries

  • Maximize liquidity on day one, with no lock-up

  • 1000+ hours of documented and timestamped search diligence

  • Full audit defensibility trail ensuring compliance with IRS guidelines

  • White-glove search team identifying businesses that meet your specifications

Memo: For founders and investors with QSBS-eligible gains, meeting the IRS’s strict requirements for QSBS rollover compliance is a daunting challenge. Navigating the complex process of documenting your search for a new qualifying business, and building an airtight record that will stand up to IRS scrutiny, is impractical without dedicated expertise and hands-on support. The threshold for proving a diligent, good-faith market search is high, and most gain holders simply do not have the resources, time, or connections to execute this alone.

Our service solves this problem end to end. We conduct and document a QSBS-defensible search on your behalf. From opportunity identification, to delivering a comprehensive compliance file, we manage the entire rollover process. By organizing and executing a rigorous search process, we create a compliant bridge that carries your rollover proceeds through the five-year holding period. In other words, the search itself is not just a step in the process, it is the solution that enables you to maximize your tax benefit.

Whether or not you elect to move forward with an investment into one or more of the business opportunities that we identify, you can be confident that the search process has met the standards for QSBS eligibility and that your tax liability is meaningfully reduced or eliminated. 

Our Process and Deliverables

Client sells QSBS-eligible shares

  1. Client engages QSBSrollover.com to conduct a rollover search process

  2. QSBSrollover.com manages the setup of rollover entity (“NewCo”)

    • Rollover proceeds are transferred to the NewCo

  3. Client completes target criteria form

  4. QSBSrollover.com defines search scope and deliverables

  5. QSBSrollover.com conducts and documents search process, which may include the following deliverables or services:

    • Weekly and monthly updates

    • Target market analysis

    • Market viability study

    • Target sourcing

    • Target screening and analysis

    • Target outreach and communication

    • Detailed research logs and records of all search activities

    • Competitive landscape analysis

    • Documentation of all meetings, calls, and correspondence

    • Written business plans and acquisition rationale

    • Expense tracking and justification for all search-related costs

    • Ongoing search updates and reporting

    • Comprehensive QSBS filters on businesses

    • Coordination with legal and tax advisors for transaction structure

    • Facilitation of initial negotiations and letters of intent

    • Assistance with data room and document gathering for due diligence

    • Timeline management

    • Final summary report of search outcomes and decisions

  6. Client determines whether to end the search process or pursue a target further for acquisition