C Corporation: Higher Taxes, More Flexibility - NerdWallet (2024)

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A C corporation may be the right business structure for your small business if it's ready for the big time. McDonald's, Starbucks, Apple: Each is a huge business that grew quickly from scratch. Not coincidentally, each is a C-corp.

What are the benefits and the drawbacks of structuring your business as a C-corp? And is your company ready to be one?

The main reason to set up your small business as a C-corp is to be able to tap into a bigger pool of investors and have more options for expanding your company. You wouldn’t have to rely heavily on small-business loans. But adopting this business structure would probably saddle you with a bigger tax obligation.

Be aware that C-corps are a complicated way to organize a business.

What is a C corporation?

A C-corp, like an S-corp, is a limited liability entity, which means the company, not its shareholders or owners, is held legally liable for the company’s debt and other obligations.

Also, you can bring in an unlimited number of investors when your business is structured as a C corporation. They can be individuals or entities, such as a bank or an investment group, and they can have different ways of being a shareholder of your company through the various classes of stock you’re allowed to issue. Virtually all public companies are C-corps.

However, you’ll have to deal with what the IRS calls double taxation. Your corporation will pay taxes on its profits. And when you pay dividends out to your shareholders, they’ll be liable for taxes on those dividends, even though the earnings were already taxed at the corporate level.

C corporation: Pros

Unlimited investors. Let’s say you want to scale up your coffee shop business so it has a regional or national presence. You need an infusion of cash for that, and as a C corporation, you can have as many investors as are willing to purchase a chunk of your company. Those shareholders can be businesses or individuals, foreign or domestic.

You’ll also be able to offer different classes of stock. This gives you more options than an S corporation, which is allowed to have only 100 shareholders and has restrictions on who can own shares.

Investors love a C-corp. Venture capitalists, even some angel investors, are willing to invest in a company only if they can secure preferred shares of stock, according to Laura Norris, director of the Entrepreneurs’ Law Clinic at the Santa Clara University School of Law. Indeed, many of them, if they are for-profit businesses or not based in the United States, can’t invest in S-corps, and many prefer not to wade into investing in LLCs.

Moreover, being a C-corp signals your company’s potential. It means your business is less constrained in its access to capital; it can tap equity investors to fund its growth. This comes into play, in particular, if you plan to take your business public.

Minimize health care costs. As the owner of a C-corp, you can deduct your health care insurance premiums from your taxes, and your business can fully deduct the amount on its corporate return.

C corporation: Cons

Double taxation of profits. Double taxation is a common reason many small-business owners choose not to set up as a C-corp. If your C-corp makes a profit, the IRS will tax it. Then, if you and other investors take a dividend, those proceeds are taxed again on your personal tax return and theirs. The government has effectively taken two bites of your apple, compared to the one it gets with businesses structured as pass-through entities.

Complexity. Owning and running a corporation in a legally compliant way is not a do-it-yourself project. There are federal and state filing and tax requirements to be met and “corporate formalities” to be observed, such as holding annual shareholder meetings.

To organize your business as a C corporation and keep it in line, you’ll need a lawyer and an accountant — perhaps teams of both — and they will cost you time, money and energy.

How to start a C corporation

  • Pick a name for the company: Name your corporation, then do a thorough search of public databases in the state of incorporation and in any state in which you plan to do business. The website of the secretary of state’s office (or state equivalent agency) is a good place to start.

  • Get an Employer Identification Number: If you don’t already have one, get an EIN. The IRS requires all corporations to have one.

  • Name officers, a board of directors and draft a set of bylaws: This is a state requirement from the very inception of the corporation. New York, for example, requires new corporations to hold an organization meeting to elect a board and enact bylaws.

  • Incorporate your business: You can register your business with different state agencies on the U.S. Small Business Administration website. Each state has its own forms, procedures and fees. For example, it costs about $100 to file articles of incorporation in California and about $125 in New York. The agency in charge of business entities could have different names. For example, in California, you’ll need to check with the secretary of state, while a similar office is called the Division of Corporations in Delaware.

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FAQs

C Corporation: Higher Taxes, More Flexibility - NerdWallet? ›

The main reason to set up your small business as a C-corp is to be able to tap into a bigger pool of investors and have more options for expanding your company. You wouldn't have to rely heavily on small-business loans. But adopting this business structure would probably saddle you with a bigger tax obligation.

Do C Corps get taxed more? ›

Corporate-level income taxes

As mentioned above, C Corporations pay tax at the entity level. This entity level tax is different than the tax other businesses pay because it is a flat 21% tax. Other entity types, such as sole proprietorships and partnerships, will pay tax based on the owners' individual income tax rate.

How do I avoid double taxation with C corp? ›

Split income.

Because progressive tax brackets affect C corps and individuals, income splitting can minimize double taxation. By taking a tax-deductible salary and leaving the rest of the profit for reinvestment, you reduce your personal gross income and the business's taxable income.

What is the main disadvantage of a C corporation? ›

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.

Are C corporations a better way to run a business? ›

Lower audit risk — Generally, C corporations are audited less frequently than sole proprietorships. Tax deductible expenses — Business expenses may be tax-deductible. Self-employment tax savings — A C corporation can offer self-employment tax savings since owners who work for the business are classified as employees.

What are the tax advantages of a C corp? ›

From a tax standpoint, C corps also provide advantages for smaller business owners, such a mechanism for avoiding the self-employment tax and greater flexibility when it some to deductions, salaries, and dividend distributions.

Are C corps taxed separately? ›

For federal income tax purposes, a C corporation is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Why is C corp taxed twice? ›

This means a C corporation pays corporate income tax on its income, after offsetting income with losses, deductions, and credits. A corporation pays its shareholders dividends from its after-tax income. The shareholders then pay personal income taxes on the dividends. This is the often-mentioned “double taxation”.

Can C corp owners take distributions? ›

C corporations may distribute money or property to shareholders. The method used to make a corporate distribution will determine the tax consequences of the withdrawal.

Which type of corporation avoids double taxation? ›

On the special type of corporation of interest to small businesses is the Subchapter S corporation. This type of corporation avoids double taxation by having its income taxed to the shareholders as if the corporation were a partnership.

How do C corp owners get paid? ›

Officers of C corporations are strictly paid on a salary basis. They may be able to obtain bonuses, but their primary source of income is their salary. In an S corporation, an owner can choose to take regular draws or distributions in addition to their normal salary.

What are the pros and cons of C corp? ›

C-Corp Pros and Cons
C-Corp AdvantagesC-Corp Disadvantages
Great for equity financing and attractive to investors because of the well-defined ownership, management and tax structure.More expensive and time-consuming to start and maintain than other business structures.
4 more rows
Apr 6, 2023

Is C corp better than LLC? ›

However, C-corps may offer more tax benefits in the long run. While LLCs are pass-through entities where profits and losses pass to the owners' personal returns, C-corps allow business losses to offset income earned. C-corps can also potentially qualify for more business tax deductions.

Why do investors prefer C corp over LLC? ›

Investors prefer C corporations over S corporations and LLCs because shares in a C corp are freely transferable. By design, C corps have a well-established, standard framework for the issuance and distribution of equity (stock and stock options).

Why do VCs prefer C corp? ›

C corporations provide the legal and tax structure that aligns with the needs and preferences of venture capitalists, making them the preferred choice for attracting investments. C-corps offer more flexibility to VC investors than S-corps. Some VCs cannot invest in any other type of entity due to managing public funds.

Why do venture capitalists prefer C corp? ›

Preferred Stock Issuance: C corporations can issue preferred stock, which provides certain rights and preferences to shareholders. This ability allows venture capitalists to negotiate and structure their investments in a way that aligns with their objectives and risk appetite.

What rate are C Corps taxed at? ›

As of the 2017 Tax Cuts and Jobs Act (TCJA), a C Corporation's profits are taxed at the flat 21% corporate income tax rate. Depending on the location and shareholders' personal tax situation, the flat tax rate may work in the business owners' favor.

What is the difference between C and S Corp taxes? ›

What are the key differences between S-corp and C-corp? One main difference is that C-corp owners pay a corporate tax to the federal, and sometimes state, governments, while S-corps don't. S-corps owners are limited to 100 shareholders and must file a special form with the IRS to elect S-corp status.

What are the tax advantages of LLC vs C corp? ›

While LLCs are pass-through entities where profits and losses pass to the owners' personal returns, C-corps allow business losses to offset income earned. C-corps can also potentially qualify for more business tax deductions.

Is it better to be taxed as a corporation? ›

Corporation tax advantages

The tax advantages of corporations include: The potential to minimize Medicare and Social Security taxes for shareholder-employees. However, you'll also have the additional cost and hassle of managing payroll if you don't have other employees.

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