QSBS eligibility and attestation letter, simplified

Review key criteria, confirm details, and export an accurate QSBS letter backed by your cap table.
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How Cake simplifies QSBS attestation

QSBS can strengthen investor confidence now and unlock major tax advantages later. Cake helps founders verify eligibility and generate credible documentation without legal delays.

QSBS applies only to U.S. C-Corporations, their founders, employees, and early investors.

Generate QSBS attestation letter, without the technical overwhelm

QSBS tools to help establish eligibility with confidence
Eligibility checks
Automated verification of C-Corp status, original issuance, and holder type.
Founder inputs
Guided fields for gross assets and active business confirmation.
Cap table accuracy
Pulls only original issuances directly from Cake’s data
Investor-ready letters
Generates a clear QSBS attestation PDF for diligence.
Reduced compliance risks
Replaces spreadsheets with a consistent workflow aligned to Section 1202 rules.
Clear record-keeping
Stores all eligibility checks and confirmations in one place for easy reference later.

Know more about how Cake simplifies QSBS

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From eligibility check to attestation letter, in minutes

A simple, reliable process that helps founders confirm eligibility and export a trustworthy attestation letter.

Start with automatic checks

Cake verifies core requirements—C-Corp status, issuance type, and holder eligibility—based on your existing equity data.

Input business information

Enter gross assets under $50M at issuance and confirm active business status, two items that must be reported by the compan

Select which holders to include

Choose from a pre-filtered list of eligible shareholders to send the attestation letter to; transfers and ineligible items are automatically excluded.

Review the generated draft

Review a clean PDF that includes company overview, eligibility statements, and standard disclaimers expected by investors and advisors.

Export and share

Download an audit-friendly QSBS letter for diligence, tax preparation conversations, or future transaction needs.

Your questions on QSBS, answered

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What is a QSBS attestation letter?

A QSBS attestation letter is a company-issued document that outlines whether certain stock issuances may meet the Qualified Small Business Stock (QSBS) requirements under Section 1202. It supports investor diligence but is not a tax filing.

Who can receive a QSBS attestation letter?

Only shareholders who acquired stock directly from the company through an original issuance. Shares purchased in secondary transactions or transfers do not qualify.

Does Cake confirm if my company is definitively QSBS-eligible?

No. Cake verifies core criteria using cap table data and founder inputs, but it does not provide tax or legal advice. Final QSBS eligibility depends on shareholder circumstances, including holding period and individual tax position.

What QSBS criteria does Cake verify automatically?

Cake verifies:

  • U.S. C-Corporation status
  • Original issuance vs. transfer
  • Holder type (individual or trust)
  • Issuance type and equity class
Does Cake validate the $50M or $75M gross asset requirement?

No. Gross assets are self-reported by the company, as third-party validation is not available in this version.

Does Cake track the QSBS five-year holding period?

Not in this initial release. Future versions may include holding-period tracking for stock, option exercises, and 83(b) impacts.

How do restricted stock and 83(b) elections affect QSBS?

For restricted stock, QSBS eligibility depends on whether an 83(b) election was filed. With an 83(b), the holding period starts at grant. Without it, the holding period starts as shares vest. Cake does not currently track 83(b) filings.

Do option grants qualify for QSBS?

No. Options themselves do not qualify. Only the stock issued on exercise can qualify, and the QSBS holding period starts on the exercise date.

Can converted shares (common to preferred) retain QSBS status?

Generally yes. Tax-free conversions such as certain class conversions or reorganisations may preserve QSBS status, as long as the original stock issuance was QSBS-eligible. Cake does not assess conversion structures.

Does Cake store or verify supporting documents?

Cake stores the QSBS letter generated by the company. It does not verify supporting documents such as valuations, tax filings, or 83(b) elections

Which states follow QSBS rules?

QSBS is a federal exemption. Some states (e.g., California) do not conform. Cake does not track state-level conformity. Shareholders should check their individual state rules with advisors.

Who is responsible for the accuracy of the QSBS attestation letter?

The company is fully responsible for the accuracy of all information included in the letter. Cake provides tooling and workflow but does not audit or certify eligibility.

When should a company provide a QSBS attestation letter?

Common triggers include:

  • Fundraising due diligence
  • Secondary sales
  • Investor onboarding
  • Tax preparation discussions