QSBS discussion brief
Sample QSBS Discussion Brief
- Prepared for
- Fictional founder scenario
- Prepared at
- Static Sprint 02 sample
This static sample shows the intended discussion brief format after a founder completes the local QSBS interview. It organizes facts, unknowns, documents, and professional-review questions. It is not advice and should be reviewed with a qualified professional.
Company fact summary
- Company described as a Delaware C corporation formed in 2018.
- Business described as workflow software for finance and operations teams.
- Founder believes the company was operating an active software business during the relevant period.
- Gross asset records near the relevant issuance date have not yet been collected.
Stock and shareholder fact summary
- Founder stock was reportedly issued directly by the company in early 2019.
- Shareholder is described as an individual founder.
- Founder reports no known transfer into a trust or other entity, but documents have not been reviewed.
- Potential sale timeline is not included in this static sample.
QSBS dependency map
| Topic | Status | Notes |
|---|---|---|
| Entity form at issuance | Needs review | Founder reports C corporation status. Charter and stock issuance records should be checked. |
| Original issuance facts | Needs review | Founder reports direct issuance from the company. Stock purchase agreement and ledger should be reviewed. |
| Gross asset facts | Unknown | Balance sheet and financing records near issuance have not been provided. |
| Active business facts | Discuss with professional | Business description should be checked against revenue, product, and financial records. |
| Holding period timeline | Needs review | Issuance date and any sale date should be verified with source records. |
Potential positive indicators
- Founder reports the stock was issued by the company rather than purchased from another shareholder.
- Company was described as a software operating business rather than a passive holding vehicle.
- Founder appears to have access to formation and stock records, although they have not been reviewed in this sample.
Items to verify
- Exact legal entity form on the stock issuance date.
- Gross asset records at and near the stock issuance date.
- Stock ledger, stock purchase agreement, board consent, and payment records.
- Any repurchases, redemptions, transfers, restructurings, or related-party transactions.
- Whether the relevant shareholder timeline matches the claimed holding period.
Possible review items
- The gross asset fact is unknown and needs source records.
- The static sample does not include a complete cap table history.
- Any entity conversion, repurchase, or major transaction would require deeper review.
Documents to gather
- Certificate of incorporation and charter amendments
- Stock purchase agreement or equity grant documents
- Board approvals and written consents
- Stock ledger and cap table history
- Balance sheets near issuance
- Financing documents and 409A materials if available
- Any transfer, repurchase, merger, or sale agreements
Questions for professional
- Which documents should be reviewed first for this fact pattern?
- Do any company transactions require special attention before relying on the founder timeline?
- What additional records are needed to evaluate the gross asset facts?
- Should company-level and shareholder-level facts be reviewed by separate professionals?
Suggested professional type
A tax professional familiar with startup equity and a startup attorney familiar with corporate records, stock issuance, and transaction history.
Next steps
- Confirm the company and shareholder names before using a real brief.
- Attach or gather the listed documents before the professional meeting.
- Separate facts that are known from facts that are not sure / unknown.
- Review this discussion brief with a qualified professional before making decisions.