Ed Lyon & Martin Eisenstein The “Big Beautiful Bill,” QSBS 1202, and Selling Your Business Tax Free скачать в хорошем качестве

Ed Lyon & Martin Eisenstein The “Big Beautiful Bill,” QSBS 1202, and Selling Your Business Tax Free

The new tax law is signed, sealed, delivered — and packed with planning windows. Ed Lyon and guest Martin Eisenstein, JD, CPA unpack the headline changes and zoom in on the sleeper opportunity: expanded Qualified Small Business Stock (QSBS) under Section 1202. Translation: for the right industries and structures, owners can position for a partially or even fully tax-free exit, now on shorter holding periods and higher limits than before. They also cover bonus depreciation, Section 179, R&D, estate and charitable tweaks, how to recap into a new C-corp for future 1202 eligibility, and why certainty in the code matters for planning. 🔑 Key Takeaways QSBS 1202, upgraded Shorter holding periods: partial exclusion at 3 and 4 years, full exclusion at 5 years Higher hard-dollar limits: from 10 million to 15 million, plus the 10× basis rule retained Not for every industry: generally favors product/tech and many blue-collar service businesses, not professional services, finance, hospitality, etc. Structure matters New ventures may start as C-corps to qualify; existing pass-throughs may recapitalize and roll into a new C-corp to start the 1202 clock Consider splitting lines of business to isolate saleable pieces that qualify More expensing and acceleration 100% bonus depreciation restored Section 179 expanded R&D rules improved for faster deductions Charitable and estate tidbits Above-the-line cash charitable deduction increased for non-itemizers Estate/GST planning windows broadened to move more wealth down a generation Policy vs. planning reality Certainty helps: many 2017 provisions extended, making planning assumptions safer Enforcement shifting from manpower to technology/AI; prioritize documentation and defensible positions Not just one trick 1202 can pair with CRTs, intermediated installment sales, Opportunity Funds, and entity hygiene for an exit “mosaic” instead of a single lever ⏱️ Timestamps (Approx.) 00:00–02:20 — Why the bill passed fast and why that matters for planning certainty 02:20–04:40 — What changed broadly: rates, SALT, QBI continuation, tips/overtime nuances 04:40–08:10 — QSBS 1202 explained: who qualifies, shorter clocks, higher limits, 28% special gains rate and exclusions 08:10–10:30 — Recap strategies: rolling an existing business into a new C-corp to start the 1202 clock 10:30–12:30 — Blue-collar roll-ups and private equity interest; positioning for boomer exits 12:30–15:30 — Breaking the business into parts: sell the saleable, rehabilitate the rest 15:30–18:10 — Bonus depreciation, Section 179, R&D acceleration — where the cash flow shows up 18:10–21:20 — Manufacturing expensing vs. tariff uncertainty; policy noise and real-world decisions 21:20–24:30 — Estate and charitable tweaks that add up over time 24:30–31:00 — IRS enforcement drift to AI; audits, adoption credit example, and sensible risk management 31:00–36:30 — Don’t skip legit deductions out of fear; avoid defensive accounting 36:30–41:30 — Tax preparer vs. tax strategist; testing if you’ve outgrown your accountant 41:30–48:00 — Segmenting functions and IP, aligning structure to goals, building an exit mosaic 48:00–49:00 — How to reach Martin; closing 📌 Memorable Quotes “1202 is the closest thing to a one-weird-trick in tax — but only if you qualify and structure it right.” “Certainty grows the economy. Planners need rules that stick long enough to matter.” “Never pass on a legitimate deduction just to avoid an audit — document it and defend it.” “A tax preparer fills boxes. A tax strategist builds outcomes.” 🧰 Strategies Mentioned QSBS 1202 planning: start as or recap into a C-corp, track qualified assets and activities, hold for 3/4/5-year milestones, consider gifts to trusts for multiple exclusions Exit mosaics: combine 1202 with charitable remainder trusts, intermediated installment sales, Qualified Opportunity Funds Acceleration levers: restored 100% bonus depreciation, expanded Section 179, improved R&D expensing Business split-outs: carve out high-value lines, functions, or IP; sell piece-by-piece for better tax and valuation outcomes Documentation discipline: eligibility logs, basis tracking, board minutes, appraisals, and legal opinions where appropriate Disclaimer: Educational only, not tax or legal advice. 1202 eligibility is highly fact-specific. Consult qualified tax counsel before implementing. 👤 About the Guests Ed Lyon — Tax strategist, wealth advisor, and author who has trained more than 4,000 CPAs and financial advisors to move from after-the-fact compliance to proactive planning. Martin Eisenstein, JD, CPA — New Jersey-based tax attorney and CPA with decades of planning and representation experience, from talent management and complex returns to modern business exits and QSBS structures. 📲 Connect & Subscribe Subscribe on Apple Podcasts, Spotify, and YouTube Follow Ed on LinkedIn and Twitter Inquire or book a consult via your website