The rule: If you structure your business as a C corporation and meet the QSBS rules, you can sell up to $15 million of stock — completely tax-free.

This is perfect for construction business owners looking for an exit in the next 3-5 years.

But I know what you’re thinking: almost all construction business owners are structured as S corps.

There is still a path forward.

For example, you started your construction company as an S corp in 2015.

In 2025, you revoke your S election and become a C corp.If you issue yourself or new shareholders new C corp shares after July 2025, those shares start the QSBS holding period clock.When you sell those new shares after holding them for 5 years, you can potentially exclude up to $15 million of gain under the OBBBA’s new rules.

Also, you no longer have to hold the stock a full five years to get some benefit — partial exclusions kick in after 3 or 4 years.

So if your construction business is growing fast, you’re considering bringing in investors, or planning to sell your company in the next several years, switching to a C corp and qualifying for QSBS could mean selling your business with little to no tax.