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C Corporations (C Corps) are robust professional entities that legally separate owners from their businesses – unlocking a world of benefits in the corporate space.
Although C Corps are more commonly used for large organizations, businesses that expect to grow considerably should think about adopting a C Corp structure as well.
In this article, we’ll break down the origins of the term, its defining features, and how you can use C Corp formation to your advantage.
Whether you’re a seasoned business owner and entrepreneur or in the midst of developing the skeleton of your business, knowledge of C Corps will separate your business from others.
Let’s get started!
- C Corporations are legal business structures that are utilized for a number of reasons, such as taxes and liability.
- Bigger businesses are more likely to benefit from registering as a C Corp.
- There are pros and cons to weigh before deciding whether to become a C Corp
- C Corps are different from S Corps
- Forming a C Corp can be easy, if you follow the right steps and procedures.
What is a C Corporation?
C Corporations are a legal business framework that can be implemented in the United States.
Businesses of all sizes and types can become C Corps, as C Corps can limit liability and define ownership within a business (among other things).
Related reading: How to start a C Corporation
C Corporation Examples
Some of the biggest names in business are C Corps! For example, Microsoft, Apple, General Electric (GE), and Walmart comprise just a fraction of the thousands of companies that have incorporated the C Corp structure.
Particularly, many publicly traded companies like the ones listed above prefer the C Corp designation.
One reason for this is that C Corps can sell shares of stock to investors in order to increase their capital.
Pros and Cons of C Corporations
There are many pros (and some cons) to C Corps. Take a look at some in the chart below:
|Personal asset protection due to limited liability
|Higher overall taxes
|Separation of owner and business
|Tax benefits for offering employee benefits
|Required to report ownership
C Corp vs. S Corp
In the interest of making more comparisons to fully understand what a C Corp is, let’s compare and contrast a C Corp with an S Corp:
|Accommodates a larger number of shareholders and/or more capital
|Greater tax structure (no double taxation)
|More ownership flexibility
|Limitations on shareholders (type and number)
|More compliance issues
|Less compliance requirements
If you are choosing between a C and S Corp, consider the tax structure of each, as well as the capital requirements of the business.
Between the two choices, the liability is the same. Overall, before making any decisions, consult a business and/or tax professional to walk you through your options.
Related Reading: C Corp vs. S Corp
One major tax consideration for C Corps is the double taxation structure. C Corps are taxed twice – the corporate level is taxed first, followed by the taxation on the dividends.
Although C Corps typically benefit from lower corporate tax rates, this can change with the market or legislation.
Also, C Corps might be able to claim tax credits (through research and development) to bring their overall tax burden down.
How to Form a C Corp
Here is an outline of the steps required to form a C corp:
1. Choose and register a business name
Choosing and registering a business name can be done through the Small Business Association.
Make sure that the name you choose is not similar to any other trademarked name, or you could receive a cease and desist notice.
2. File articles of incorporation
These documents involve divulging information about the business such as its name, the purpose of operation, the number of shares of stock, and more.
It is best to complete these documents with a professional if you are new to this process.
Related reading: What are Articles of Incorporation?
3. Issue stock to shareholders
Prior to issuing stock to shareholders, hold a meeting in which the share price is determined and stock certificates are produced.
Once this is completed, draft contracts where the purchase of stock is agreed to through a signature.
4. File form SS-4 to obtain employer identification number (EIN)
Previously, people were able to obtain EINs at their local IRS office. However, it has recently become an electronic (or mail-in) service only.
With that in mind, if you visit the IRS website, you can fill the form out on their website to obtain your EIN number.
5. Meet C Corp eligibility requirements
The business requirements of a C Corp include choosing a legal business name, choosing a state of incorporation (U.S. only), creating corporate bylaws, appointing officers and directors, and obtaining an EIN.
6. Establish a board of directors
As said previously, running a legitimate C Corp requires the establishment of directors and officers, such as president, secretary, and treasurer positions.
7. Schedule and hold annual meetings
These meetings should discuss the compliance with C Corp rules, as well as the benefit of being a C Corp to the company (as this can change).
Quick Start – Use a business formation service like LegalZoom. As there are many steps involved in forming a business. Business formation services are tremendously helpful to entrepreneurs by handling all of the challenging paperwork. These services make starting a business more accessible and can also help you complete all of the legal steps required to become a C Corp.
You’ve made it through to the end of this piece on C Corps! If you’re thinking about registering as a C Corp, visit the Small Business Association website to begin the process.
C Corps can have terrific professional advantages in the right company, but a business owner should ask a lot of questions to professionals before making the switch.
Once you’ve decided, your business journey with a C Corp begins!
Why should a company be a C Corp?
A company should consider becoming a C Corp at any level, but especially if a business does not meet the requirements to stay as an S Corp.
S Corps cannot have more than 100 shareholders, and those shareholders must be U.S. residents.
What is the difference between a C Corp and LLC?
An LLC offers a more customizable management structure and is often used for smaller businesses or startups.
C Corps are riddled with formalities but can be worth the investment for tax and ownership benefits.
How does a C Corp work?
In a C Corp, shareholders own the company through shares. Additionally, the corporation is legally separate in terms of liabilities.