C Corporations: Everything You Need to Know


Nick Zaryzcki


Reviewed by


April 8, 2021

This article is Tax Professional approved


A C corporation is a type of company owned by shareholders who elect a board of directors to manage the company's operations. It is considered a separate legal entity that can sue and be sued, thus providing liability protection for business owners. The IRS considers corporations as separate taxpayers, subject to a special corporate tax rate.

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What is a C corporation?

A C corporation is a type of company that is owned by shareholders. The shareholders elect a board of directors, who decide how the company runs. In a legal sense, corporations are separate entities that can sue and be sued. That means legal and financial liability lands on the shoulders of the corporation, not the business owners.

The Internal Revenue Service (IRS) and other tax authorities consider corporations to be separate taxpayers. C corps pay tax at a special corporate tax rate different from, and often lower than, individual tax rates.

C corporations are divided into publicly held and privately held companies. Publicly held companies sell shares to the general public—they’re required to disclose financial information. Privately held companies are not.

Shareholders are responsible for electing a board of directors, which then appoints management to run the company day-to-day. In smaller corporations, members of the board are also members of management.

The difference between a C corporation and an S corporation

C corporations are the most common type of corporation. However, there is a special tax status called “S corporation” that you can apply for.

A C corporation reports its own earnings and losses on its tax return, and pays corporate income tax. But with S corporation status, those earnings and losses are passed on to the corporation’s shareholders, who report them on their own returns. Instead of paying a corporate income tax, they pay personal income tax on their share of the taxable income.

Both C corps and limited liability companies (LLCs) have the option of electing a subchapter S corporation status for tax purposes.

Benefits of forming a C corporation

Some of the more popular reasons small businesses in the United States form C corporations are extra legal protection and for tax advantages. Here’s a closer look at the benefits.

Ability to raise capital

C corps can get money—or “capital”—by selling shares of stock to an unlimited number of shareholders. You also have the option of issuing more than one class of stock (like common stock and preferred share).

The key is to convince investors that your company will be profitable in the future, and the value of shares will rise. This is especially helpful if you have a great idea for a startup, but don’t have the cash to get it off the ground.

Liability protection

A lot of entrepreneurs choose to form a C corporation because it protects them. When you own a sole proprietorship or partnership, your money and the company’s money are one and the same. If your business runs out of money, so do you. If the business gets sued, you get sued as well. But a C corp has separate legal and financial status. If bad things happen to your business, the corporation’s money is on the line. This protection of your personal assets is called “limited liability protection.”

Long life expectancy

Since C corporations exist as separate legal entities, they don’t automatically dissolve when an owner leaves. For instance, say you and a business partner share ownership in a C corp. One day, your partner decides to leave the business. They can sell off their shares, and the company keeps running. In the same situation, a different business entity—like an LLC—would dissolve. But a C corp can roll with the punches.

Suggested resource: C Corp vs. LLC: Which Is Better for Early-Stage Entrepreneurs?

Disadvantages of forming a C corporation

Although the C corporation business structure is ideal for many businesses, it does come with a few drawbacks.

It’s expensive to incorporate

Compared to other business structures, it’s expensive to start and run a C corporation. Depending on how the company is set up, it could potentially cost thousands of dollars to get a certificate of incorporation. That’s in addition to the ongoing fees required to maintain it. Those ongoing fees are necessary for maintaining good business standing, and they vary state by state.

Increased regulations and paperwork

C corps have to follow a lot of regulations at the federal, state, and local levels. That means plenty of paperwork, and more time and money devoted to keeping track of tax, business, and financial records, drafting corporate bylaws, having both annual reports and annual meetings, and electing a board of directors.

Double taxation

The downside of C corporations existing as separate tax entities is that they are subject to tax at both the personal and corporate level (double taxation). After a company’s profits are taxed as corporate income, they’re paid out to shareholders. The shareholders are required to report the amount they received on their personal income tax returns, and pay taxes on it.

C corporation benefits and drawbacks

Still not sure if a C corporation suits your type of business? Here’s a quick comparison of the pros and cons to help your decision.

Benefits Disadvantages
Ability to raise capital
The C corp structure makes it easier to bring on investors. Cost of incorporation
C corps incur business expenses upfront in order to be formed, and ongoing fees to maintain.
Liability protection
Shareholders are protected from personal liability thanks to the corporate business structure. Paperwork
C corps have to conform to a lot of regulations, which means more paperwork and recordkeeping.
Long life expectancy
Unlike other business structures, C corps don’t dissolve when owners leave the business. Double taxation
C corps are taxed individually, and then profits dispensed to shareholders are taxed on their personal tax returns.

How to form a C corporation

Before you get started on the process, look into whether you need a registered agent. A registered agent acts as the middleman between the legal system and your business. They handle all paperwork and correspondence at each step of the process.

Here are the steps you’ll need to take in order to form a C corporation:

  1. Choose an available business name that follows corporate naming rules set out by your state
  2. Register for an employer identification number (EIN) or equivalent form of tax ID number
  3. Appoint the directors of the C corporation
  4. Register your C corporation by filing articles of incorporation with the Secretary of State. You’ll need to pay the filing fee for the paperwork—the fee ranges from $100 to $800 depending on the state you incorporate in
  5. Issue stock to the initial shareholders of the C corporation
  6. Obtain the necessary business licenses and permits for your business

Once you’ve successfully incorporated, it’s time to get familiar with when corporate taxes are due.

Still not sure whether C corporation status is right for your business? Learn how to choose a business entity type.

This post is to be used for informational purposes only and does not constitute legal, business, or tax advice. Each person should consult his or her own attorney, business advisor, or tax advisor with respect to matters referenced in this post. Bench assumes no liability for actions taken in reliance upon the information contained herein.
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