What Is a C Corporation?

It's the most common type of corporation in the U.S. – and with good reason. C corporations (c corps) offer unlimited growth potential through the sale of stocks, which means you can attract some very wealthy investors. Plus, there is no limit to the number of shareholders a c corp can have.

Advantages of a C Corporation

There are many benefits of a c corp. Below are just a few that stand out.

  • Limited liability. This applies to directors, officers, shareholders, and employees.
  • Perpetual existence. Even if the owner leaves the company.
  • Enhanced credibility. Gain respect among suppliers and lenders.
  • Unlimited growth potential. The sky's the limit thanks to the sale of stock.
  • No shareholders limit. However, once the company has $10 million in assets and 500 shareholders, it is required to register with the SEC under the Securities Exchange Act of 1934.
  • Certain tax advantages. Enjoy tax-deductible business expenses.

Disadvantages of a C Corporation

Having unlimited growth comes with a few minor setbacks.

  • Double taxation. It's inevitable as revenue is taxed at the company level and again as shareholder dividends.
  • Expensive to start. There are a lot of fees that come with filing the Articles of Incorporation. And corporations pay fees to the state in which they operate.
  • Regulations and formalities. C corps experience more government oversight than other companies due to complex tax rules and the protection provided to owners from being responsible for debts, lawsuits, and other financial obligations.
  • No deduction of corporate losses. Unlike an s corporation (s corp), shareholders can't deduct losses on their personal tax returns.

C Corporation vs. S Corporation

Both c and s corps offer limited liability protection. Both require Articles of Incorporation to be filed. And both comprise shareholders, directors, and officers. There are lots of similarities, but they differ in the complex realm of taxation and corporate ownership.

As we mentioned above, c corps are subject to double taxation while s corps are pass-through tax entities, allowing them to avoid being taxed at the corporate level and again on shareholders' personal income taxes.

When it comes to corporate ownership, c corps have no restriction on ownership, which goes back to our point about them having unlimited growth potential. But s corps don't have that luxury as they're restricted to no more than 100 shareholders. Also, s corps cannot be owned by a c corp, other s corps, LLCs, partnerships, or many trusts. But a c corp has no limits on who or what can be a shareholder. Compare corporations and LLCs with our business comparison chart.

How to Form a C Corporation

  1. Choose a legal name and reserve it, if the Secretary of State in your state does that sort of thing (not all do).
  2. Draft and file your Articles of Incorporation with your Secretary of State.
  3. Issue stock certificates to the initial shareholders.
  4. Apply for a business license and other certificates specific to your industry.
  5. File Form SS-4 or apply online at the Internal Revenue Service website to obtain an Employer Identification Number (EIN).
  6. Apply for any other ID numbers required by state and local government agencies. Requirements vary from one jurisdiction to another, but generally your business most likely will be required to pay unemployment, disability, and other payroll taxes – you will need tax ID numbers for those accounts in addition to your EIN.
Ready to Form a C Corporation? get started

Do I need an attorney to form a corporation?

No. You can prepare and file necessary paperwork yourself, or you can use incorporate.com to incorporate your business. If you are unsure if incorporating will benefit your business, please call us at 800-818-6082, our Business Specialists are happy to answer your questions.

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What forms are required to form a c corporation (c corp)?

Articles of Incorporation or Certificate of Incorporation, depending on the state.

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Is a c corp required to have a registered agent?

Yes. State laws require all corporations to maintain a registered address with the Secretary of State in each state where they do business. The person or company located at that address, known as the Registered Agent, must remain available during all business hours. A Registered Agent receives and forwards important legal documents and state correspondence on behalf of the business.

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What do I need to do after I form my c corp?

Most states require c corps to file annual reports and pay franchise taxes to maintain their good standing. Failure to file annual reports and pay franchise taxes can result in fines, notices, and the inability to conduct business.

State laws require c corps to hold annual meetings of shareholders and directors and record meeting minutes. Owners and directors of a c corp use corporate minutes to reflect changes in management and important corporate activities.

incorporate.com can assist you with all of your internal documentation needs (link to Compliance Coaching services). Additionally, almost all state, county, and local governments require c corps to complete business license, permit, and tax registration applications before beginning to operate.

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What is the organizational structure of a c corp?

The company is owned by shareholders, who elect directors. The directors set a vision for the corporation and are responsible for the management of the corporation. The officers and managers hired by the directors are responsible with carrying out the vision on a day-to-day basis.

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Can a c corp own an LLC?

Since a c corp is its own legal identity (separate from that of its owner), a c corp can own an interest in an LLC.

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Can a c corp own an s corporation (s corp)?

An s corp can own a c corp. However, a c corp cannot own an s corp. Much of this has to do with the structuring of a c corp vs an s corp. To learn more about what is an s corp and how it differs from a c corp, please visit the s corp page.

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Can the personal asset protection provided by forming an c corp be taken away?

Generally the owners of a corporation cannot be held liable for the debts and obligations of the corporation. However, if owners treat the corporation as an extension of themselves – sometimes referred to as "disregarding the corporation form" – such as, by commingling personal and corporate funds or making important decisions without holding board meetings or passing resolutions, then creditors can attempt to hold owners liable for the debts and obligations of the company – often called "piercing the corporate veil." The "corporate veil" can also be lost if a corporation is terminated by a state for failure to file required forms or failure to pay required fees and taxes.

The Corporation Company can assist your company maintain its "corporate veil" by providing you with required corporate forms and documents for you to complete and by assisting you with required state filings.

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