From Legislation to Implementation: Understanding Section 1202 Changes — Troutman Pepper Locke Podcast
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In a landmark legislative win for entrepreneurs, the “Big Beautiful Bill” was signed into law on July 4, 2025, overhauling how startups, founders, and early investors structure and grow their companies. Among the most...more
On July 4, President Donald Trump signed into law the One Big Beautiful Bill Act (OBBBA). This alert summarizes the key changes under the OBBBA relevant to private equity sponsors and their investors, as well as some of the...more
The OBBB made several modifications to the Opportunity Zone program. Established by the Tax Cuts and Jobs Act (the “TCJA”) in 2017, the Opportunity Zone program was intended to encourage investment in businesses located in...more
The One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, establishes new phased-in benefits for Qualified Small Business Stock (QSBS) held for at least three years. ...more
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA) into law, which had narrowly passed through the United States Congress. The OBBBA makes permanent certain tax provisions that were due to expire...more
As part of the newly enacted One Big Beautiful Bill Act (the OBBBA),[1] Congress adopted the first substantive amendments to Section 1202[2]–which prescribes the qualified small business stock (QSBS) rules–in over a decade...more
On July 4, 2025, President Trump signed the “One Big Beautiful Bill Act” into law. Among notable tax legislation, the act expanded the qualified small business stock exclusion, potentially making C Corporation tax status a...more
On July 4, President Donald Trump signed the One Big Beautiful Bill Act (“OBBB”) into law. Among many changes, the OBBB included an expansion of the qualified small business stock (“QSBS”) gain exclusion under Section 1202 of...more
On July 3, 2025 Congress passed, and on July 4, 2025 President Trump signed into law, the One Big Beautiful Bill Act (OBBB), which extends various expiring tax provisions from the Tax Cuts and Jobs Act and introduces a...more
On June 16, 2025, the Senate Finance Committee introduced a bill that would significantly expand the benefits available for qualified small business stock (QSBS). The expanded QSBS benefits apply to stock acquired after the...more
The tax benefits conveyed by Section 1202 of the Internal Revenue Code to owners of qualified small business stock (QSBS) have been available to small business owners in some form since Section 1202 was first enacted in 1993....more
Issuing qualified small business stock (“QSBS”) is a valuable tool that can provide significant tax savings to searchers and independent sponsors alike upon the eventual sale of one or more of their portfolio companies....more
In recent years, the utilization of qualified small business stock (“QSBS”) under Section 1202 has grown considerably. Many businesses are formed as corporations at conception, private equity investors calculate the tax...more
Since the finalization of the IRS’s “check-the-box” entity-classification regulations nearly 30 years ago, a state law LLC can elect to be taxed an association taxable as a corporation. During the past month, we have heard...more
Founders, entrepreneurs, venture capitalists and other investors (all of which are collectively referred to herein as “investors”) should be familiar with Internal Revenue Code Section 1202, a valuable provision that...more
The “qualified small business stock” (QSBS) tax exemption under Section 1202 of the Internal Revenue Code allows non-corporate founders and investors in certain emerging growth companies organized as corporations to...more