Guide

Section 1202 Issuer Evidence: What to Request From the Company

Short answer

Issuer evidence for Section 1202 review is the factual record only the company can produce: written C-corporation status, original issuance documents, gross-asset support at and immediately after issuance, active business support, redemption history, and a cap-table extract. Shareholders should request these directly, in writing, and route the responses to their CPA or tax attorney.

Shareholders cannot certify Section 1202 treatment on their own. The facts that matter — entity status, stock issuance, gross assets at issuance, active business use, redemption history — live on the company side. This guide outlines a structured way to ask for those records before a CPA or tax-attorney review. It is educational only and is not tax, legal, or accounting advice.

Who this page is for

Founders, current and former employees, advisors, angel investors, secondary buyers, family-office staff, and the CPAs supporting them. If you hold private C-corp stock and a sale, tender offer, secondary, acquisition, or tax filing is on the horizon, this is the kind of factual record a professional will typically want to review.

Why shareholders cannot answer this themselves

Section 1202 analysis depends on factual records about the company at specific points in time. Shareholders rarely have access to board consents, balance sheets at issuance, or a complete redemption history. Asking the company directly — politely and in writing — is the only reliable way to assemble these facts.

Confirm the company's status

Ask for written confirmation that the company was a domestic C-corporation at the time of stock issuance and through the holding period, along with state-of-incorporation documentation. If the company converted from an LLC or partnership, request the conversion documents and the effective date.

Document the issuance

Request board consents approving the issuance, the original stock certificate or book-entry confirmation, the entry in the stock ledger, and any contemporaneous capitalization context. For option exercises, request the option grant agreement, the exercise notice, and the 83(b) election with proof of timely filing.

Document how you acquired the stock

Acquisition method matters. Direct issuances, option exercises, restricted stock grants, advisor or service grants, secondary purchases, gifts, and inheritances each have different documentation expectations. A professional will want to see records appropriate to the method used.

Gross assets support at and immediately after issuance

Section 1202 has a gross-assets threshold tested at and immediately after issuance. Ask for an officer attestation that aggregate gross assets were below the applicable threshold, along with the balance sheets near the issuance date that support the attestation. Companies that grew quickly around your issuance date may need extra time to assemble this.

Active business support during the holding period

Ask for a CFO, controller, or counsel memo describing how company assets were used in the active conduct of a qualified business during the relevant period, plus a description of business activities. Excluded industries — certain professional services, financial services, hospitality, farming, mineral extraction — should be flagged for the reviewing professional.

Redemption and repurchase history

Significant redemptions in defined lookback windows around your issuance can affect a Section 1202 review. Ask for a list of any repurchase events near your acquisition date and, if none occurred, a short written confirmation to that effect.

Existing company QSBS memo

If counsel has previously addressed Section 1202 for the company — for another shareholder, a fund investor, or in connection with a financing — ask for any prior memo or representation that addresses Section 1202 status. This often shortcuts the review significantly.

Sample issuer request wording

Subject: Request for factual records — CPA review of stock issuance.

"I am preparing a factual file for my CPA's review of stock I hold in [Company]. Could you confirm a few items in writing and share the supporting records you already have on file? I am not asking the company for tax advice — only the factual records my advisor needs to review."

Written confirmation of domestic C-corporation status at issuance and through the holding period.
Board consent, stock certificate or book-entry confirmation, and stock ledger entry for my issuance.
Officer attestation that aggregate gross assets at and immediately after issuance were below the applicable threshold, plus supporting balance sheets.
Short statement on active business activity during the holding period.
List of any company redemptions in the applicable lookback windows around my acquisition date.
Any prior counsel memo addressing Section 1202.

What to send your CPA

Hand the reviewing professional the factual record and the open questions, not a conclusion. A clean packet — cover page, summary of facts, evidence matrix, missing items, request log, and the documents themselves — saves billable hours and reduces last-minute surprises.

Frame requests neutrally

Make clear you are not asking the company for tax advice. You are requesting factual records for review by your own tax advisor. Companies respond best to short, specific, non-adversarial requests with a clear list of items and a reason for the request.

Frequently asked questions

What issuer evidence should I request from my company?+

Written confirmation of domestic C-corp status at and through the holding period, board consent and stock ledger entry for your issuance, officer attestation that gross assets at and immediately after issuance were below the applicable threshold, a short active business statement, a list of any redemptions in the applicable lookback windows, and any prior counsel memo addressing Section 1202.

Is my company required to provide these records?+

It depends on your stockholder rights, the company's policies, and applicable state law. 1202 Request helps you ask clearly with a professional, factual letter; it does not compel the company to respond. Many companies respond willingly when the request is specific, non-adversarial, and routed to the right contact.

Who at the company should I send the request to?+

Typically the CFO, controller, head of finance, or general counsel. If the company has been acquired, the acquirer's finance or legal team is the usual starting point. For very early-stage companies, the founder or chief of staff often handles these requests.

Does 1202 Request determine whether I qualify for QSBS?+

No. 1202 Request organizes the factual evidence your CPA or tax attorney needs to perform a Section 1202 review. It does not determine or certify eligibility, and it does not provide tax or legal advice.

What if my company cannot provide the evidence?+

Missing items are flagged in the dossier and the audit trail records exactly what was requested and when. Your CPA can then decide what alternative support, if any, may be appropriate.

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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.