Turning Partnership and LLC Interests into Qualified Small Business Stock

Christopher Steele Brown
Christopher Steele Brown
Holland & Knight LLP

Chris Brown is a tax partner in the Seattle office of Holland & Knight. His practice focuses on transactional tax matters, with a particular emphasis on closely held companies, partnerships and S-Corporations. For over fifteen years he has been advising clients regarding the use of Section 1202 qualified small business stock.

Mark A. Melton
Mark A. Melton
Holland & Knight LLP

Mark Melton is a tax partner in Holland & Knight's Dallas office and serves as the co-chair of the Tax, Executive Compensation and Benefits Practice Group. He focuses on federal income taxation issues related to domestic and international transactions of private equity and hedge funds, as well as other investment partnerships, joint ventures, real estate investment trusts (REITs) and operating businesses.

On-Demand: October 10, 2025

2 hour CLE

Tuition: $195.00
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Program Summary

The One Big Beautiful Bill Act, signed into law on July 4th, 2025, has greatly expanded the tax incentives for Qualified Small Business Stock (“QSBS”) under Section 1202 of the Internal Revenue Code. This program will explain the basic requirements of QSBS, including how to calculate holding periods and tax exclusion amounts. It will also explain frequent obstacles to qualifications, such as the qualified business test, the new $75 million gross assets test, and the limits on transfers and redemptions. Finally, the speakers will review various transaction pathways involving QSBS, including conversions of S-Corps and LLCs to qualifying C-Corp entities and exit transactions involving QSBS benefits.

Key topics to be discussed:

  • QSBS qualification requirements
  • How to calculate, and think about, the QSBS tax benefit amount
  • Pass-through entities and QSBS stock
  • A sample of QSBS transaction structures

Closed-captioning available

Speakers

Christopher Steele Brown | Holland & Knight LLP

Chris Brown is a tax partner in the Seattle office of Holland & Knight. His practice focuses on transactional tax matters, with a particular emphasis on closely held companies, partnerships and S-Corporations. For over fifteen years he has been advising clients regarding the use of Section 1202 qualified small business stock. He often advises private equity and searches for fund clients regarding tax issues related to acquisitions and exit transactions. Mr. Brown also represents executives and employers in compensation planning, including stock options, equity compensation, bonus rights and deferred compensation. In addition, Mr. Brown advises business and real estate clients on state tax issues, with particular emphasis on Washington state excise and sales tax.

 

Mark A. Melton | Holland & Knight LLP

Mark Melton is a tax partner in Holland & Knight’s Dallas office and serves as the co-chair of the Tax, Executive Compensation and Benefits Practice Group. He focuses on federal income taxation issues related to domestic and international transactions of private equity and hedge funds, as well as other investment partnerships, joint ventures, real estate investment trusts (REITs) and operating businesses.

More specifically, Mr. Melton assists clients with investment fund formation, mergers and acquisitions (M&A), real estate investment and development, and financial instruments and derivatives. He is experienced in a broad spectrum of tax issues such as complex partnership allocations, inbound and outbound cross-border investments, and investments by sovereign wealth funds, tax-exempt entities, international organizations and other institutional investors. Mr. Melton also advises on Section 1202 qualified small business stock (QSBS) issues.

Agenda

I. QSBS qualification requirements | 1:00pm – 1:30pm

II. How to calculate, and think about, the QSBS tax benefit amount | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

III. Pass-through entities and QSBS stock | 2:10pm – 2:40pm

IV. A sample of QSBS transaction structures | 2:40pm – 3:10pm

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
2 General

Arkansas

Approved for Self-Study Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hour(s)

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General Hours

Receive CLE credit in Florida via Attorney Submission.
Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for Self-Study Credits
2 General

Indiana

Approved For On-Demand Credits
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hour(s)

Maryland

No MCLE Required
2 CLE Hour(s)

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hour(s)

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for Self-Study Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
2 General

Nevada

Approved for Self-Study Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
2 General

Oklahoma

Pending CLE Approval
2 General

Oregon

Approved for Self-Study Credits
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Approved for CLE Credits
2 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hour(s)

Tennessee

Approved for Self-Study Credits
2 General

Texas

Pending CLE Approval
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via Attorney Submission. myLawCLE will supply Washington state attorneys with instructions on how to gain credit.
Wisconsin

Approved for Self-Study Credits
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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