Definition of a Subchapter C Corporation Chron com

define c corporation

The word “corporation” may be thrown around casually as a synonym for a big business, but there’s quite a bit more to it than that. Business founders and others looking to understand proper business designations should know the difference between a C-corp, an S-corp, an LLC and the handful of other business structures out there. Our guide to C-corps covers what they are, how they’re different and what they can do for your business. S corps also require special documentation to be filed with the IRS, whereas C corps are generally recognized as the default corporate structure in most states. The directors set a vision for the corporation and are responsible for the management of the corporation.

define c corporation

A C corporation is a traditional corporation that is owned by shareholders. It is subject to double taxation, meaning the company pays corporate income tax and any profits distributed to shareholders are also taxed. An S corporation is a type of corporation that is taxed like a partnership, meaning that the income and losses are passed through to the shareholders. 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.

How to choose between an S corp and a C corp

A corporation is created by filing Articles of Incorporation with the Secretary of State. If the articles submitted meet the requirements of the state, the articles are endorsed. As we celebrate Small Business Week, it’s a great time to explore the best business financing options for you — whether you’re starting out or scaling up. Want to provide your employees with health insurance, dental plans, and disability insurance?

These are all statutory transactions and you will have to comply with what the corporation statute says. Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company. If you'd like to grow your business into a large, publicly traded company, a Delaware C-Corp is a great choice. Create your Delaware C Corporation with our help at Harvard Business Services, Inc. or contact our team to learn more.


A C corporation can be contrasted with an S corporation, a corporation with 100 shareholders or less, which may pass income to the shareholders without paying taxes at the corporate level. As we noted, C corporations are separate taxpayers for federal income tax purposes. A C corp files its own federal income tax return and pays its own income taxes (similar to an individual). If the corporation issues a dividend to its shareholders, the dividend is income for the shareholder.

The typical issue cited with a C Corporation is double taxation—the business will pay tax, and investors pay the tax again on their dividend. Because an S Corporation passes tax concerns for profit and loss to the shareholders this can be avoided—but an S Corporation has its own limitations, such as a maximum of 100 shareholders and only one class of stock. 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.

How do I form a C-corp?

Here’s everything you need to know about this type of business entity before you make your decision. They have different filing requirements define c corporation that can be costly depending on the state. Other formation requirements might need a business attorney’s guidance, which can be pricey.

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. Before this act, C Corps could pay tax rates as high as 35%, but today they all pay a flat rate of 21%. No, a C corporation and an LLC are not the same, they are two completely different business structures. A C corporation is a legal entity that is separate from its shareholders and is taxed separately from its owners. An LLC, or limited liability company, is a business structure that is owned by its members and is not taxed as a separate entity, but instead passes its profits and losses through to its members. 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.

Can I change my corporation status or convert a C corp to an LLC in the future?

Business owners who are sole proprietorships or partnerships put their own personal assets and funds at risk if the business starts to lose money or if it becomes the target of a legal action. Partnerships are similar to sole proprietorships when it comes to liability and taxes. A limited partnership (LP) or limited liability partnership (LLP) may also be considered depending on the industry and other specifics. A C corporation (or C corp) is a type of business entity that is taxed separately from its owners. This type of business entity is required to follow corporate formalities and keep corporate records. A C corporation can have an unlimited number of shareholders and can issue any type of stock (common or preferred).

  • C corps tend to be more attractive to investors compared to other business models like LLCs and S corps.
  • For more information, see C corporation advantages and disadvantages.
  • C corp owners might be able to achieve a lower tax bill with a combination of salary-and-distributions and a reduced (or no) taxable gain on the sale of certain qualifying stock.
  • Corporations differ from sole proprietorships, partnerships and LLCs in a number of ways.
  • Except for newly incorporated or qualified corporations, all corporations doing business in California are subject to an annual minimum tax franchise tax of $800.
  • For example, if you’re starting a C Corp in Arkansas, you’ll pay a $50 filing fee, but if you’re starting a C Corp in Nevada, the filing fee is much higher at $725.
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