What Is A C Corporation? Your Complete Guide to C Corps

c corporation meaning

A C Corporation is the default designation provided to a freshly incorporated company. Any corporation may choose to convert into an S Corporation at any point in time, given that it receives the consent of all its shareholders to file for S status. The provisions allotting S status to companies are enumerated in Subchapter S of Chapter https://www.bookstime.com/articles/c-corporation 1 of the Internal Revenue Code, which is where the term S Corporation comes from. When you form your corporation it will become its own entity, and it will need a way to accept payment and pay employees. Opening a bank account for your corporation typically requires your Articles of Incorporation, corporate bylaws, and your EIN.

The single largest complaint about the C corporation is the concept of double taxation. In essence, the corporation is taxed on its earnings, while its shareholders are taxed again when they receive dividends from the corporation. The C corporation is an often-overlooked option for a small business owner. Choosing to operate as a C corporation can offer structural advantages that the S corporation or other business types such as the LLC cannot.

Stocks and shares

Operating as the oldest type of formal entity can be an advantage because there are few surprises left in corporate law. While states struggle to establish what corporate precedents transfer to the LLC, most of the essentials that apply to corporations are well-established. Because a corporation is a separate entity, its debts, obligations, and liabilities are it’s own. Those who do business with a corporation must look to the company to satisfy any obligations owed to them, and not to the shareholders. The shareholders’ exposure to loss is limited to the amount invested in the corporation. You will have losses that you will be able to deduct from your personal income taxes to offset income, resulting in a tax saving.

What is an example of a C Corp?

Big American companies like Microsoft and Walmart are C corporations—that is, their income is taxed under Subchapter C of the US Internal Revenue Code.

But an LLC can also elect to be taxed as a C-corporation or an S-corporation if it meets certain requirements. Many small business owners choose LLCs for the simplicity and flexibility this structure offers. Before 2018, C Corp tax rates depended on how much profit the business made.

Individual and Consumption Taxes

Unlike other company forms like partnerships and sole proprietorships, which come to an end when one of the owners passes away or sells their share of the business. So, if you wish to maintain your business continuity and stability over the long term, C corp is the best option. Further, this type is well suited for businesses that are large and have a complex ownership structure. If you are planning on selling equity in your company or raising capital from investors, a C corporation may be the right choice for you. Potential or existing business owners often face the choice of setting up either as a C Corp vs S Corp when starting a new business or changing their business structure. For everyone’s guidance, business goals primarily determine whether to incorporate as a C Corp vs S Corp.

  • In addition, the C-Corp does not need to issue the total number of authorized shares; the Board of Directors can decide to hold some back in case more owners are added in the future.
  • LLC owners (known as “members”) aren’t personally liable for business obligations.
  • This is most likely due to the high corporation tax rates that C Corporations had to pay before the 2017 Tax Cuts and Jobs Act.
  • Owners of a for-profit corporation, called shareholders, elect directors to oversee business operations.
  • Shareholders contribute the money or assets the corporation uses to conduct its business and the corporation issues shares of its stock to shareholders as evidence of ownership.

You need to consider your income, your tax bracket and your lifestyle. The other differences between an S corp and a C corp include formation and ownership. An S corp needs to fill out this documentation in addition to filing Form 2553. The corporation laws require more formalities in how a corporation is managed. Corporation laws also tend to have stricter record-keeping requirements.

Choosing between C Corp and S Corp: Which is best for your small business?

When weighing an S corp vs. a C corp, the right choice isn’t always obvious. Other issues often cited for smaller businesses to not form a C Corporation, compared to something like a sole proprietorship, partnerships or LLC, is that it’s simply a more complex thing. A C Corporation has more paperwork requirements and will require more staff time attending to its needs, which can adversely affect younger businesses where staff will very likely to be focusing almost on growth. A C corporation uses a corporate structure that is taxed directly, rather than passing income through to its owners for taxation purposes.

c corporation meaning

When you first incorporated your business, you had to choose whether your corporation would be taxed as a C corp or an S corp. More options for raising capital
Because Subchapter C of the tax code does not impose the same restrictions on ownership as Subchapter S, it is easier for a C corp to obtain equity financing. No restrictions on ownership
Anyone can own shares, including business entities and non-U.S.

Case Study: Cutting Corporate Taxes

Whether to use a C Corporation for your business requires legal and accounting advice, and will vary depending on the nature and also ownership of your business. A sole proprietorship, partnership or limited liability company (LLC) may make more sense, and if a business is family-owned then an S Corporation is often recommended. C corporations https://www.bookstime.com/ do not dissolve when an owner leaves the business; they are separate legal entities that can withstand ownership changes. For instance, if two people own a C corp together and one decides to leave, they can sell their shares without closing the business. However, other business entities may dissolve in a similar situation.

c corporation meaning


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