QSBS Attorney for Founders: Nationwide Practice

Published September 3, 2026  ·  7 min read

I'm Abboud Chaballout, a California-admitted attorney and the founder of Vide Law. I represent founders and early employees across the United States on QSBS planning under Section 1202 of the Internal Revenue Code. My clients are based in California, New York, Washington, New Jersey, Florida, and elsewhere.

Because QSBS is a federal tax provision, its rules (eligibility, holding periods, exclusion caps, stacking mechanics) are identical whether a founder lives in California or anywhere else. That means a California-admitted QSBS attorney can competently handle federal Section 1202 planning for a founder regardless of where the founder lives. This page explains how that works, when you actually need local counsel instead, and what a nationwide QSBS engagement looks like.

QSBS is federal law

Section 1202 is a provision of the Internal Revenue Code. It applies uniformly across the United States. The rules that determine whether a founder qualifies for the exclusion (the C corporation requirement, the original issuance rule, the $75 million gross assets test or $50 million for pre-OBBBA stock, the 80% active business requirement, the five-year holding period, the per-issuer exclusion cap of $10 or $15 million) are identical in every state.

The mechanics of QSBS stacking through non-grantor irrevocable trusts are also federal. Section 643(f), the trust anti-abuse rule that determines whether multiple trusts will be respected as separate taxpayers, is federal. Section 1045 rollovers are federal. Gift tax reporting and the lifetime exemption are federal. The core analytical work of a QSBS engagement is applying federal law to federal facts.

That's why founders across the country can work with a California-admitted QSBS attorney on their federal Section 1202 planning without needing an attorney licensed in their own state. It's the same reason founders in every state hire Delaware corporate lawyers to form and govern Delaware C corporations. The corporate law being applied is Delaware law, and the attorney doesn't need to be admitted in the founder's state of residence to competently apply it.

Where state overlays matter, and how we handle them

State law does affect QSBS outcomes, in three specific ways.

State conformity to Section 1202. Most states conform to the federal exclusion, meaning gain fully excluded federally is also excluded at the state level. A few don't. California, Pennsylvania, Mississippi, and Alabama tax the full gain regardless of the federal exclusion. New Jersey historically didn't conform but changed course effective for tax years beginning on or after January 1, 2026. Our state conformity map covers where each state stands. For a deeper California-specific analysis, see our QSBS guide for California founders.

Trust jurisdiction and situs. Where a non-grantor irrevocable trust is established, administered, and governed affects state income tax on trust-held QSBS gains. Nevada, South Dakota, Wyoming, Delaware, and a handful of other states offer favorable situs treatment. Structuring a trust to establish valid situs is a matter of trust drafting, trustee selection, and administrative practice: work that happens through the mechanics of trust drafting rather than through admission in the destination state.

Founder residency and domicile. Some strategies involve founder relocation before exit to eliminate state tax exposure. The mechanics of establishing new domicile (voter registration, driver's license, physical presence, primary residence) are governed by the destination state's residency rules. Where a matter turns on the specific residency doctrine of a state I'm not admitted in, we coordinate with local counsel in that state for the residency portion. This is a standard cross-jurisdictional pattern.

How Vide Law works with out-of-state founders

Every engagement starts with a complimentary 15-minute call, done by phone or video. From there, most substantive work happens the same way it would for a local client: document review by email, working sessions by video, drafting cycles by shared document. Physical presence is rarely required for QSBS work. Federal filings are federal filings. Trust documents are executed at your location. Trustee coordination happens by phone.

Where a matter requires state-specific work outside my admission, I identify the need at the scoping call and either coordinate directly with your existing local counsel or refer you to counsel in your state for that specific portion. This is disclosed at the start, not at the end. You should know before engaging what portions of the work I'll handle directly and what portions will need local counsel.