§1045 QSBS Rollover Planner
Check your eligibility for a §1045 qualified small business stock rollover and calculate potential tax savings across three planning scenarios. Updated for the One Big Beautiful Bill Act (OBBBA), effective July 4, 2025.
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Eligibility
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Calculate
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Results
Eligibility Check
Answer these questions about the stock you sold (or plan to sell).
1. Was the stock you sold original-issue shares in a domestic C corporation?
You must have acquired the stock at original issuance — not on a secondary market or exchange.
2. Did the issuing corporation meet the applicable gross-asset limit at the time the stock was issued?
Gross assets include cash received for the stock issuance, measured when you acquired the shares. The limit is $75 million for stock issued after July 4, 2025; for stock issued on or before that date, the limit is $50 million.
3. Did you hold the stock for more than 6 months before selling?
Section 1045 requires a holding period of more than 6 months (not 5 years — that's §1202).
4. Did the corporation use at least 80% of its assets in an active trade or business during substantially all of your holding period?
Certain industries are excluded: hospitality, banking, insurance, farming, mining, and professional services (law, accounting, consulting, etc.).
5. Have you identified replacement QSBS to reinvest in — stock in a different qualifying C corporation?
The replacement stock must be newly issued QSBS from a different company that independently meets all QSBS requirements.
6. Did you hold the stock directly (as an individual) or through a pass-through entity?
Partnerships and S corporations have special rules under §1045(b)(5). The election is made at the partner/shareholder level.
Rollover Calculator
Enter your sale details to calculate tax savings under three scenarios.
The date you originally acquired the QSBS you sold. Determines which OBBBA regime applies — stock acquired after July 4, 2025 uses the $15M exclusion cap; earlier stock uses $10M, and a §1045 rollover cannot change that.
The date the sale closed or will close.
Some states do not recognize §1045 rollovers.
What you originally paid for the stock.
Must be reinvested within 60 days. Partial rollovers are allowed.
Federal + state. The federal long-term rate is typically 20% + 3.8% NIIT. Note: the non-excluded portion of §1202 gain (for 3- or 4-year holds) is taxed at up to 28% + 3.8% NIIT.
Your §1045 Rollover Analysis
Based on the information you provided.
60-Day Reinvestment Deadline
Realized Gain
Deferred Gain
Tax Deferred
Tax Liability Comparison — Three Scenarios
| Scenario | Tax Owed | Savings |
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Partnership / S Corp Note:
Because you held this stock through a pass-through entity, the §1045 election is made at the partner or shareholder level — not by the entity itself. You will need to work with the entity and your tax advisor to ensure the election is properly documented on your individual return.
The clock is ticking.
A §1045 rollover requires precise timing and documentation. If your 60-day window is open, it's worth a conversation — before it closes.
Schedule a Consultation Circular 230 Disclosure:
To comply with U.S. Treasury regulations, this tool is not intended or written to be used, and cannot be used, for the purpose of avoiding tax penalties. This calculator provides estimates for educational purposes only and does not constitute tax or legal advice. Certain OBBBA provisions remain subject to forthcoming IRS guidance. Consult a qualified tax professional before making any decisions based on these calculations. Tax laws are complex and individual circumstances vary.