What Is the Difference Between S Corp and C Corp?

C corporation and S pot designations are both valid choices when incorporating a business. While they have some similarities, they besides have some authoritative differences .
Before you make your decision, make indisputable you understand the pros and cons of each .

Corporation Basics

C corporations and S corporations have quite a bit in common. Owners of a pot are called shareholders, and they elect directors to oversee business operations. The directors hire officers to manage the daily operations. Profits, called dividends, are distributed to shareholders according the number of shares each owns .

A pot is formed by preparing a document called articles of internalization, and filing registration documents with the state.

Corporations are required to issue store, adopt by-laws, hold annual director and stockholder meetings, keep minutes of meetings, write out written corporate resolutions for significant decisions, and file annual reports with the state government and pay annual fees. failure to do these things can result in the loss of personal liability protective covering and dissolving of the corporation .
Setting up a corporation provides circumscribed personal liability for its owners. A corporation is set up under country jurisprudence, and is legally a separate entity from the owners. As a separate legal entity, lone assets of the pot are capable to bodied debts. Although there are some exceptions, a stockholder is not personally liable for corporate debts, and assets of the stockholder are protected from business creditors .
While there are similarities between C corporations and S corporations, there are besides some blunt differences .


All corporations begin as C corporations. A C pot may be converted to an S pot by filing IRS shape 2553, Election by a Small Business Corporation, with the Internal Revenue Service ( IRS ). There may besides be express forms to file to obtain S corporation condition for country tax purposes .

It is called an “ S ” pot because the provisions in the jurisprudence that permit it are found in Subchapter S of Chapter 1 of the Internal Revenue Code .

To obtain S corporation status for a sealed class, Form 2553 must be filed no later than March 15 of that year for corporations operating on a calendar year basis. For corporations operating on an option fiscal year, it must be filed no later than the fifteenth day of the third base month of the fiscal year. Of course, it can besides be filed at any time during the previous tax year .


The main rationality for choosing an S corporation is to save on taxes. There is a large remainder in how a C corporation and an S corporation are taxed .
For federal tax purposes, C pot profits are taxed, and are reported on the pot tax revert. Any after-tax profits distributed to shareholders as dividends are taxed again, and are reported by the shareholders on their personal tax returns. metric ton
his “ double tax income ” can be avoided by electing S corporation status for your corporation. An S corp. is treated similar to a exclusive proprietorship or a partnership. The profits ( or losses ) are passed through the S corp. to the shareholders, and are only taxed to the shareholders and reported on their personal tax returns.

many states besides pass profits and losses through to the owners of S corporations. however, a few states engage in double taxation of S corporation .


A C corp. will provide more flexibility regarding selling shares of store. According the IRS, a corporation that elects S corp. status may not :

  • Have more than 100 shareholders
  • topic more than one class of stock
  • Have shareholders who are not U.S. citizens or residents
  • Be owned by a C corporation, other S corporations, LLCs, partnerships, or respective trusts

none of these restrictions apply to C corporations, which can help the company grow larger. For model, having more than one class of stock can help a clientele enhance capital from investors without giving them voting rights .

Additional Benefits

A party may want to provide certain benefits to shareholders who are employees, such as health, life, and disability indemnity. With a C corp., the price of such benefits can be deducted by the corporation, and are not taxable to the stockholder a long as the benefit is provided to at least seventy percentage of the employees .
An S corp. can not deduct the cost of benefits, and they become taxable to a stockholder who owns more than two percentage of the stock certificate.

Which Is Best for You?

broadly, S corp. condition is preferred by minor businesses, which normally fit within the legal limitations for an S corp. Certain types of corporations find more advantages with a C corporation .
An S corp. is often not available to big corporations, those with a lot of start-up capital and boastfully ambition, or those planning to sell banal globally. large corporations may want the flexibility of being able to have more than 100 shareholders, sell shares to investors who are not U.S. citizens or resident aliens, have shares owned by early entities ( corporations, LLCs, partnerships, trusts, etc. ), or issue more than one class of stock .
by and large, an S corporation is more democratic with smaller businesses because of the probable tax savings, and a C corporation is more popular with larger companies because of the greater tractability to raise capital. however, whether a C corp. or S corp. would be best for your business is subject upon careful analysis of assorted factors as they relate to your particular site .

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Category : Finance

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