Qualified small business stock, C corporations and the new 1099 thresholds
Founders, shareholders and anyone who hires contractors will find new numbers here: stock held three, four or five years, a corporate giving floor, and a $2,000 reporting line for 2026 payments.
Prepared by Prem Tax and Accounting Corp. Last reviewed November 6, 2026. Figures as of November 6, 2026.
Three separate rules sit on this page: qualified small business stock (QSBS), the C corporation basics, and the information forms a business sends out. We check them with the Dated-Paper Drawer Check below.
- Settled law: QSBS acquired after July 4, 2025 can exclude 50, 75 or 100 percent of gain when held 3, 4 or 5 years.
- The 21 percent corporate rate had no end date before the 2025 law and has none now.
- Forms 1099-NEC and 1099-MISC start at $2,000 for most 2026 payments ($2,100 for 2027).
QSBS at a glance
| Rule | Newer stock | Older stock | Date that decides |
|---|---|---|---|
| Exclusion | 50, 75 or 100 percent at 3, 4 or 5 years | Held more than 5 years | Acquired |
| Cap per company | $15 million | $10 million | Acquired |
| Company assets | Up to $75 million | Up to $50 million | Issued |
Newer means acquired after July 4, 2025. The cap can also be 10 times your basis, if greater; for 2027 the IRS published $15,480,000 and $77,390,000. The company must be a domestic C corporation using at least 80 percent of its assets in a qualified business, so health, law, financial services and hotels are out. Illinois adds back the excluded gain for years ending on or after December 31, 2026. IRS regulations are still pending.
An invented example
Jordan bought newly issued shares of a qualifying company in September 2025 and sells in November 2029 for a $2,000,000 gain. Four years and two months is the 75 percent tier: $1,500,000 is excluded and $500,000 is taxed under other rules. Shares bought in June 2023 and sold after three years would get no exclusion; the old rule needs more than five years.
Corporations and 1099 forms
A C corporation pays 21 percent. For tax years beginning after 2025, its gifts count only above 1 percent and up to 10 percent of taxable income.
| Form | Threshold | Status |
|---|---|---|
| 1099-NEC and 1099-MISC, 2025 payments | $600 | Settled law |
| Same forms, 2026 payments | $2,000 | Settled law; regulation proposed |
| Same forms, 2027 payments | $2,100 | IRS-published |
| 1099-K from payment apps | Over $20,000 and over 200 transactions | Settled law |
Attorney gross proceeds stay at $600, and card payments are reportable at any amount. For 2026, Forms W-2 are due to the Social Security Administration February 1, 2027, with new box 12 codes TP and TT for tips and overtime.
The Dated-Paper Drawer Check
People in this situation often consider these steps; ask your adviser.
- Keep stock papers showing when the shares were issued and when you acquired them.
- Ask the company for a written note on its assets and business type at issue.
- Total each contractor's 2026 payments against $2,000 before year end.
- Confirm your payroll software supports W-2 codes TP and TT.
- Plan for the Illinois add-back when a QSBS sale falls in 2026 or later.
See the pass-through group, the equipment and research guide, startup tax planning and the tax calendar.
Common questions
Does the new QSBS schedule cover stock I bought in 2023?
No. The 3, 4 and 5 year tiers apply to stock acquired after July 4, 2025. Older stock keeps the more-than-five-years rule.
Is the $2,000 line in effect for 2025 payments?
No. The $600 line applies through 2025, and $2,000 starts with 2026 payments.
If I get no 1099-K, is the income still taxable?
Yes. Reporting rules do not decide what is taxable.
Official sources
- Public Law 119-21 (enacted text, sections 70426, 70431, 70432 and 70433)
- IRS Revenue Procedure 2026-35 (2027 amounts)
- Internal Revenue Code section 1202 (Cornell Legal Information Institute)
- IRS Fact Sheet FS-2025-08 (Form 1099-K)
- IRS Instructions for Forms 1099-MISC and 1099-NEC
- IRS 2026 General Instructions for Forms W-2 and W-3
- Illinois Department of Revenue: Informational Bulletin FY 2027-01
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