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.

Disclaimer: This content is provided for educational purposes only and is not legal, tax, accounting, or financial advice. Every situation is unique, so consult your own attorney, CPA, or financial advisor before making decisions based on this information.