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Free Section 1202 Issuer Evidence Checklist
The documents a CPA typically needs from the company before a Section 1202 review. Use it to scope your request, then upgrade to a full issuer request packet when you're ready.
Shareholder facts
- ☐Legal name and shareholder type (individual, trust, estate, partnership)
- ☐Acquisition date(s) and method (direct issuance, exercise, secondary)
- ☐Number of shares and cost basis
- ☐State of residency at acquisition
Company facts
- ☐Legal entity name, state of formation, EIN
- ☐Date of incorporation and any conversions (LLC→C-corp)
- ☐Confirmation of C-corp status throughout the holding period
Original issuance evidence
- ☐Stock purchase / restricted stock agreement
- ☐Stock certificate or book-entry confirmation
- ☐Board consent approving issuance
Stock acquisition evidence
- ☐Option grant + exercise notice (if applicable)
- ☐83(b) election + certified mail receipt (if applicable)
- ☐Wire / payment confirmation for purchase price
Holding period evidence
- ☐Cap-table extract showing original issuance
- ☐Any transfer, gift, or trust documentation in the holding period
Gross assets support
- ☐Officer attestation: aggregate gross assets at and immediately after issuance under the applicable threshold
- ☐Balance sheets near issuance date
Active business support
- ☐CFO / counsel memo on active business use of assets
- ☐Description of business activities throughout the holding period
Redemption / repurchase support
- ☐Issuer confirmation: no significant redemptions in the applicable lookback windows
- ☐List of any repurchase events
Cap table or ownership confirmation
- ☐Issuer-signed cap-table letter
- ☐Schedule of all issuances and transfers affecting the holding
Company QSBS memo or counsel-reviewed materials
- ☐Any prior counsel opinion or memo addressing Section 1202
- ☐Any prior 1244 or 1202 elections on file
CPA questions
- ☐Date acquisition is being treated as for holding period purposes
- ☐Any conversion or recap events to account for
- ☐Open questions for the issuer
Issuer questions
- ☐Who at the company is authorized to confirm these facts?
- ☐Is there a standard QSBS response template?
- ☐What is the expected turnaround?
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Educational information only. 1202 Request does not provide tax, legal, accounting, investment, or securities advice and does not determine or certify QSBS eligibility. Review your facts and any documentation produced here with a qualified tax professional.