Qualified Small Business Stock (QSBS) Attestation Services
Globally Certified (CVA • ASA • ABV® • MRICS)
Valuation Experience
Valuations Completed
Industries Served
3-5 Days
Missing QSBS Documentation Can Cost You Millions
Section 1202 offers one of the most powerful tax benefits in the US code - a capital gains exclusion of up to $15 million or 10 times on a basis. Without proper attestation, shareholders risk losing this benefit entirely during IRS review or acquirer diligence.
At Transaction Capital LLC, every QSBS attestation is prepared and signed by a credentialed professional who documents eligibility at issuance, throughout the holding period, and at exit - producing reports built to survive IRS challenge and buyer scrutiny.
Our QSBS Attestation Services
Get an Audit-Ready QSBS Attestation for Your Company Today.
QSBS Attestation Methods We Use
| Analysis Area | What We Test | Key Methodology | Standard |
|---|---|---|---|
| Corporate Eligibility | C-corporation status at issuance and through holding period | Entity structure and tax election review | IRC 1202(c)(1) |
| Gross Assets Test | Aggregate gross assets never exceeded $75M through issuance | Balance sheet aggregation with related-party rules | IRC 1202(d) |
| Active Business Test | 80% of assets used in qualified trade or business | Asset-by-asset use classification across holding | IRC 1202(e)(1) |
Original Issuance Tracing
Holding Period Documentation
Section 1045 Rollover Analysis
Exclusion Cap Calculation
When Do You Need a QSBS Attestation?
- Upon Original Stock Issuance - Establish contemporaneous eligibility documentation from day one.
- Prior to Liquidity Events - Acquirers and bankers require QSBS confirmation before M&A closings.
- During Investor Due Diligence - VC, angel, and secondary buyers request status verification.
- Before Filing IRS Form 8949 & Schedule D - Support the exclusion claim with documented analysis.
- Annual Portfolio Review - Confirm continued qualifications for VC and PE portfolio companies.
- When Considering Section 1045 Rollover - Verify original and replacement stock eligibility.
- Prior to Estate & Gift Tax Planning - Support stacking strategies using non-grantor trusts.
- Upon Recapitalization or Restructuring - Determine whether corporate changes affect eligibility.
- Following IRS Notice or Audit - Provide contemporaneous documentation to defend the claim.
Does Your Situation Require QSBS Attestation?
Who Needs QSBS Attestation Services?
QSBS Attestation by Shareholder & Entity Type
| Entity / Shareholder Type | Typical Analysis Focus | Key Consideration |
|---|---|---|
| Early-Stage C-Corporation | Original issuance and $75M gross assets test | Timing relative to funding rounds affects eligibility |
| Growth-Stage Startup | Active business and qualified trade verification | Pivots may inadvertently disqualify prior issuances |
| VC-Backed Portfolio Company | Company-level attestation for multiple share classes | Preferred and common holders may have different periods |
| Founder-Held Stock | Original issuance, holding period, and stacking | Trust and gifting structures multiply exclusion caps |
| Employee-Held Stock | Section 83(b) election and holding period start | Cashless exercises may alter the acquisition date |
| Section 1045 Rollover | Chain-of-custody analysis for replacement QSBS | 60-day reinvestment window and basis tracking required |
| Trust-Held Interests | Grantor vs. non-grantor status and stacking eligibility | Non-grantor trusts are distinct taxpayers |
| Converted Entities (LLC to C-Corp) | Post-conversion issuance and holding period reset | Conversion timing determines whether interest qualifies |
Benefits of a Professional QSBS Attestation
Find the Right QSBS Strategy
with Transaction Capital LLC.
We believe in growing with our clients and offering tailored solutions.
How Our QSBS Attestation Process Works
Free Consultation
Discuss your corporate structure, shareholders, and objectives to receive a transparent flat-fee quote.
Document Collection
Securely upload cap tables, financials, and stock purchase agreements via our custom checklist.
Multi-Test Analysis
Credentialed analysts apply to the corporate, asset, active business, and qualified trade tests.
Draft Report Delivery
Receive your complete draft - methodology, tests, and conclusion - before any payment is due.
Final Report & Support
Signed attestation delivered immediately. IRS defense and diligence support included at no charge.
What Your QSBS Attestation Report Includes
- Executive Summary - Eligibility conclusion, effective date, and engagement scope
- Corporate Profile - Entity structure, incorporation history, and shareholder classification
- Original Issuance Analysis - Documentation of direct acquisition from the qualified corporation
- Gross Assets Test - Balance sheet aggregation and $75M threshold verification
- Qualified Trade Analysis - Activity classification against Section 1202(e)(3) excluded categories
- Active Business Test - 80% asset utilization verification across the holding period
- Holding Period Verification - Start date, tacking analysis, and tiered exclusion applicability
- Exclusion Cap Calculation - Greater of $15M or 10x adjusted basis, per issuer and taxpayer
- Section 1045 Analysis (if applicable) - Replacement stock eligibility and rollover documentation
- Compliance & Signatures - Signed certifications by credentialed experts (ABV®, ASA, CVA®, MRICS)
- Audit Defense Package - Complete supporting schedules, source logs, and representations
IRC Section 1202 Requirements
What You Need to Know
Non-Qualifying Stock Loses the Exclusion Entirely - There Is No Partial CreditCorporate Structure
Gross Assets Threshold
Original Issuance
Per-Issuer Exclusion Cap
Holding Period
Qualified Trade or Business
Active Business Requirement
Compliance Standards We Follow
IRC Section 1202
IRS Revenue Ruling 59-60
IRC Section 83(b)
NACVA Professional Standards
IRC Section 1223
USPAP
IRC Section 1045
AICPA SSVS-1
Insights From Real Valuation Engagements
2,500+ Valuations. 50+ Industries. Deep Expertise in Each.
Our Appraisers Understand QSBS Qualification Nuances Across Every Sector - Not Just Generic Tax Analysis
Why Choose Transaction Capital LLC?
(Big 4 Quality. Boutique Speed. Zero Compromise.)
| Transaction Capital LLC | Big 4 Firms | Automated Platforms | |
|---|---|---|---|
| Credentials | ABV, ASA, CVA, MRICS | PASSES - High cost | FAILS - No credentials |
| Turnaround | 3-5 Business Days | 3-6 Weeks | 24-72 Hours |
| Starting Price | $750 Flat Fee | $5,000-$15,000+ | $1,500-$2,000 |
| Pay After Draft Review | ✓ | ✗ | ✗ |
| All 5 Qualification Tests | PASSES - Every engagement | ✓ | PARTIAL |
| Trust & Stacking Structures | PASSES | PARTIAL | FAILS |
| Acquirer Diligence Support | PASSES - Always | Extra cost | FAILS |
| IRS Audit Defense Included | PASSES | Extra cost | FAILS |
Certified Experts
Transparent Flat-Fee Pricing
Elite Leadership
Complete Post-Attestation Support
Trusted by Investors, Attorneys, and Acquirers
QSBS Attestation Pricing
| Engagement Type | Starting Price | Turnaround | Primary Methodology |
|---|---|---|---|
| Individual Shareholder Attestation | $750 | 2-3 Business Days | Original Issuance + Holding Period |
| Company-Level QSBS Attestation | $1,500 | 3-5 Business Days | Full 5-Test Corporate Eligibility |
| Pre-M&A QSBS Confirmation | $2,000 | 3-5 Business Days | Diligence-Ready Data Room Package |
| Section 1045 Rollover Attestation | $1,200 | 3-5 Business Days | Replacement Stock Eligibility + Reinvestment |
| QSBS Stacking & Packing | Custom Quote | 5-7 Business Days | Multi-Taxpayer Exclusion Planning |
| VC Portfolio-Wide Attestation | Custom Quote | 5-10 Business Days | Portfolio-Level Multi-Company Review |
| IRS Audit Defense Package | Custom Quote | As Required | Full Documentation & Response |
Trusted by Big 4 Auditors, Investors, Attorneys, and Acquirers
Big 4 Audit Firms
QSBS attestations aligned with IRS, USPAP, and AICPA standards - accepted without additional scrutinyVenture Capital and PE Investors
Portfolio-level tracking, LP disclosures, and fund-wide exclusion documentation
Tax Attorneys and CPAs
Independent third-party attestation supporting client Section 1202 exclusion claimsM&A Counsel and Investment Banks
Pre-closing confirmation packages accelerating diligence and deal timelines
Thousands of Shareholders. One Standard of Quality.
Join thousands of founders, employees, investors, and family offices that rely on Transaction Capital LLC for QSBS attestations that hold up when it matters most.
Do Not Take Our Word for It.
Transaction Capital LLC delivered a high-quality Fair Market Value (FMV) analysis with exceptional responsiveness, professionalism, and depth. The team communicated clearly throughout the process and provided strong transparency around their methodology, allowing stakeholders to understand not just the conclusions, but the rationale behind them.
The work delivered by TXN Capital LLC on the IVS 105 valuation for our deeptech startup demonstrates great quality. Their clarity in documenting assumptions and methodologies ensures transparency and ease of understanding.
Working with Gaurav at Transaction Capital LLC for our 409A valuation was seamless and professional. He delivered a thorough, defensible report quickly and explained every detail clearly. Highly recommend for any startup seeking a reliable and efficient valuation partner.
Transaction Capital LLC, led by Dr. Gaurav, is truly the best in the business valuation space. I’ve seen the results firsthand — working with anyone else would be a waste of money. Believe me, they are the best.
Gaurav is very knowledgable in his field and was super helpful in his response and explanations. He finished the contract well before the deadline! Highly recommended. Thanks Gaurav
We got the Financial Model made by Gaurav which included all the standard things. Gaurav was helpful in explaining all the complex lingos and make it simple for us to understand. Strongly recommend him for getting FM made
Best QSBS Attestation Services in the USA
Transaction Capital LLC provides certified Qualified Small Business Stock attestation services across all 50 US states. Headquartered in New York, with active engagements in Silicon Valley, Los Angeles, Chicago, Houston, Dallas, Atlanta, Austin, Boston, and beyond.
