A holder of QSB stock will lose their Section 1202 capital gain exclusion if the stock is sold under five years unless it is rolled into another QSBS qualifying corporation. If the stock was held for over six months the QSBS seller can elect to take a Section 1045 rollover. This code section gives a holder of QSBS 60 days to reinvest their capital gains into another qualifying QSBS corporation. The gain will not be recognized if it is rolled into an alternative QSBS. Also, the timeline will not restart if section 1045 is elected. The basis in the new QSBS will be the old purchase price minus the unrecognized gain on the sale of the old QSBS.

What if I do not reinvest the full amount?

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