What Is a C Corp? Definition, Pros & Cons, and Taxes

What Is a C Corporation?

A C corporation (or C corp) is a legal structure for a corporation in which the owners, or shareholders, are taxed separately from the entity. C corporations, the most prevalent of corporations, are also subject to corporate income taxation. The taxing of profits from the business is at both corporate and personal levels, creating a double taxation situation.

C corps can be compared with S corporations and limited liability companies (LLCs), which also separate a company's assets from its owners, but with different legal structures and tax treatment.  A newer type of organization is the B corporation (benefit corporation), which is a for-profit firm but different from C corps in purpose, accountability, and transparency, but aren’t different in how they’re taxed.

How C Corporations Work

C corporations can pay corporate taxes on earnings before distributing their profits to their shareholders in the form of dividends if they choose to do so. Individual shareholders are then subject to personal income taxes on the dividends they receive.

Another clear advantage is the separation between management and the owners or shareholders. This allows longer continuity of C corporations beyond the life of the owners, which can include partial owners called shareholders. This allows the institutionalization of these corporations and the possibility of passive income through ownership for the owners.

A C corporation is required to hold at least one meeting each year for shareholders and directors. Minutes must be maintained to display transparency in business operations. A C corporation must keep voting records of the company's directors and a list of the owners' names and ownership percentages. Further, the business must have company bylaws on the premises of the primary business location. C corporations will file annual reports, financial disclosure reports, and financial statements.

How to Create a C Corporation

Creating a C corporation is similar to the process of formalizing other types of business entities. These are the procedures for establishing one:

1. Choose and register an unregistered business name.
2. File the articles of incorporation with the Secretary of State according to the laws of that state.
3. Next, C corporations offer stock to shareholders, who become owners of the corporation.
4. Next, all C corporations must file Form SS-4 to obtain an employer identification number (EIN). Although requirements vary across jurisdictions, C corporations are required to submit state, income, payroll, unemployment, and disability taxes. There may be other regulatory requirements, depending on what business the new company works in.
5. In addition to registration and tax requirements, corporations must establish a board of directors to oversee management and the operation of the entire corporation. Appointing a board of directors seeks to resolve the principal-agent dilemma, in which moral hazard and conflicts of interest arise when an agent works on behalf of a principal.

Advantages and Disadvantages of a C Corporation

C corporations limit the personal liability of the directors, shareholders, employees, and officers. In this way, the legal obligations of the business cannot become a personal debt obligation of any individual associated with the company. The C corporation continues to exist as owners change and members of management are replaced.

A C corporation can have many owners and shareholders. However, it is required to register with the Securities and Exchange Commission (SEC) when selling securities. The ability to offer shares of stock allows the corporation to obtain large amounts of capital which may fund new projects and future expansions.

However, there are some drawbacks. Filing the articles of incorporation for a C corp can be more expensive than other business structures, and incur greater legal fees. They are also subject to greater regulatory scrutiny, which can increase the company's legal expenses.

There are also tax considerations. The profits of a C corporation are effectively taxed twice, first when the company files its income taxes, and again when those profits are distributed as dividends. And, unlike an S corp, shareholders in a C corporation cannot deduct business losses on their tax returns.

C Corporation vs. S Corporation

An S corporation is another type of business structure that allows a company to pass its income, deductions, and losses to its shareholders. Both a C corp and an S corp offer limited liability protection, and the process of incorporation is similar for both. The main differences relate to taxation and ownership.

As explained above, one major disadvantage for C corporations is that profits are effectively taxed twice, first on the company's income taxes, and again when shareholders receive dividends. An S corporation is a "pass-through" entity, meaning that it does not pay corporate income taxes. Instead, profits are taxed at the shareholder level.

S corporations also have greater restrictions on ownership. While a C corporation can have an unlimited number of shareholders, an S corporation can have no more than 100 shareholders. In addition, an S corp cannot be owned by a C corp, other S corps, or a limited liability entity.

Tax Considerations

The current tax on corporations is 21%. President Biden has consistently sought to increase the corporate tax rate from 21% to 28% and again proposed this for the 2025 budget. This has not been enacted into law but it is on the table as Biden included it in the budget proposal he sent to Congress for approval.

The Bottom Line

A C corporation is a business structure that allows the owners of a business to become legally separate from the business itself. This allows a company to issue shares and pass on profits while limiting the liability of the shareholders and directors.