Can you roll gain above the QSBS exclusion cap?
Generally, yes. If you’ve met the holding period but your gain exceeds the per-company cap, the excluded portion stays tax free and you can roll proceeds to defer the gain above the cap into new companies, each with its own cap.
An example
You sell for $16M on a $40K basis after five and a half years. The first $10M of gain is excluded under the older rules. Reinvesting $6M within 60 days can defer the roughly $6M of gain above the cap.
Why it matters later
The cap is a lifetime limit per company. Once you’ve used it, every future sale of that company’s stock, including at an IPO, is taxable unless you roll it.
Get advice on the details
How the exclusion and the rollover interact depends on your facts. Model it with your advisor before you sell.
General information, not tax advice. Last reviewed November 2026.