QSBS Holding Period Tracker for Angel Investments

A QSBS holding period tracker is a clock per lot, not a tax return. Seed preferred, a SAFE that later becomes stock, and a follow-on in the same company are different clocks. Mix them and you can sell in month 58 thinking you cleared the gate. IRC §1202, as amended by Pub. L. 119–21 §70431 (July 4, 2025), still requires stock acquired on or before that applicable date to be held for more than five years. How you report a sale — Form 8949 code Q, Schedule D — is Raziel’s startup investment tax reporting guide. This page is the multi-year status board so the date sits on the lot before anyone asks what to exclude.

This is not tax advice. Raziel Holdings, Inc. does not provide tax, legal, or financial advice. The fields below are a record, not an eligibility determination.

One clock per lot, not per company

Open a row for each issuance you actually hold. Two checks into one brand do not share a start date. A 2022 seed lot and a 2026 pro-rata in the same issuer can sit under different §1202(a) rules because the applicable date in §1202(a)(6)(A) is July 4, 2025 — the day Pub. L. 119–21 enacted that paragraph.

Name the lot: issuer legal name, share class, SPA or certificate reference, share count, and the vehicle (direct vs. SPV or fund). The benefits of tax-advantaged investments page is the why. This board is the when.

Acquisition date and original-issuance flag

Log the date you acquired stock, not the week a PDF arrived and not the wire date if you still hold a SAFE or convertible note. §1202(c)(1) defines qualified small business stock as stock in a C corporation originally issued after August 10, 1993. Until shares are issued, keep the cash date for IRR and leave the stock clock blank. When a conversion or priced close issues stock, write that issuance date and attach the notice.

• Acquisition date. For the applicable-date test, §1202(a)(6)(B) uses the first day you held the stock after applying IRC §1223. Put that date in the field. Do not average holding periods across lots.

• Original-issuance flag. §1202(c)(1)(B): acquired at original issue, directly or through an underwriter, in exchange for money or other property (not including stock), or as compensation for services (other than as an underwriter). Gift, death, and certain conversions have rules in §1202(f) and (h). Log the path. Do not assume a transfer tacks.

• Pass-through dates. If the lot sits in an SPV or fund, §1202(g) looks at the entity’s holding period in the stock and whether you held your interest from the date the entity acquired those shares. Two dates, one row.

C-corp and QSBS eligibility notes

These are notes, not a score. §1202(c)(2): during substantially all of your holding period, the corporation must meet the active-business requirements of subsection (e) and must be a C corporation. The 2025 IRS Instructions for Schedule D (Form 1040) repeat those tests, including the 80 percent-of-assets active-business rule.

On size at issuance, those same 2025 Schedule D instructions already cite the 2025 statute change: a qualified small business is a domestic C corporation with total gross assets of $75 million ($50 million if the stock was issued on or before July 4, 2025) or less, both before issuance (after August 9, 1993) and immediately after. Store what counsel or the company told you at close. Do not back-solve eligibility from a headline valuation. Attach the SPA or conversion notice. Valid statuses are notes-on-file and unknown. Do not mark the lot “QSBS eligible.”

The five-year gate — and the July 4, 2025 split

For stock acquired on or before the applicable date, §1202(a)(1)(A) still says the stock must be held for more than five years before that paragraph’s exclusion applies. The IRS 2025 Schedule D instructions use the same sentence: the section 1202 exclusion applies only to QSB stock held for more than five years. Put a five-year-plus-one-day date on every pre-applicable-date lot. “More than five years” is not the fifth anniversary. Month 58 is the accident this board exists to catch.

Pub. L. 119–21 did change the Code for stock acquired after July 4, 2025. §1202(a)(1)(B) and the table in §1202(a)(5) use holding periods of three years, four years, and five years or more, with applicable percentages of 50 percent, 75 percent, and 100 percent. The IRS 2025 Schedule D instructions, written for 2025 returns, still walk through the older 50 / 75 / 100 split by 2009 and 2010 acquisition dates and do not reprint that new table. Store the applicable-date bucket on the lot. Do not have the tracker print an exclusion percentage.

Compute calendar fields only: date acquired; the date that is more than five years later; and, as dates rather than as a result, the three-year and four-year anniversaries for post-July 4, 2025 lots.

A status board is not Form 8949

The tax-reporting guide covers how a sale lands on Form 8949 and Schedule D. This tracker is the when: a date per lot you can hand to counsel before a secondary, a tender, or a “just take the liquidity” email.

Raziel’s startup investment tracker is the book those lots already sit on — instruments, cash dates, documents, IRR and unrealized gains. Raziel does not compute a §1202 exclusion and does not give tax advice. Park the clock on the same row as the stock. When someone asks if you can sell, send the dates, not a guess.