Article

RSM seeks guidance on qualified small business stock rules

RSM requests IRS clarification of section 1202 qualified small business stock rules

August 10, 2026
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Tax policy
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Executive summary

RSM US has issued the IRS a comment letter requesting guidance clarifying the application of qualified small business stock rules under section 1202.


RSM US LLP has submitted a comment letter to the IRS requesting formal guidance on the qualified small business stock (QSBS) rules of section 1202. Noting the value of section 1202 in encouraging investment in domestic small businesses and the multiple amendments enacted under the One Big Beautiful Bill Act (OBBBA), RSM identifies multiple subsections in need of administrative clarification and offers recommendations.

RSM requests clarification on practical issues that matter to businesses, investors, and advisors alike including gain exclusion limits, holding period rules, partnership structures, active business requirements and the treatment of common transactions such as reorganizations and redemptions that frequently arise in practice.

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