Corporate Finance Tutorials
- Business Ownership
- Holding Company (Parent Company)
- Subsidiary Company
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- For Profit vs Nonprofit Organizations
- Public Company vs Private Company
- S Corporation (S Corp)
- C Corp vs S Corp
- C Corporation
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- LLC vs Inc (Corporation)
- Joint Venture vs Partnership
- Sole Proprietorship vs Partnership
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- Key Man Clause
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C Corporation vs S Corporation
If you are looking to set up business by incorporating an entity in the U.S., then you will be required to decide between two choices – C Corp vs S Corp i.e. C Corporation vs S Corporation. The question now arises why? The answer is per Internal Revenue Code (IRS) where it defines S Corporation as any business that makes choice to pass on tax liability on its shareholders. Under C Corporation entity is taxed separately from owners or shareholders. While incorporating the C Corporation you will be noticing that – nowhere on its Articles of Incorporation does it mention these types of corporations. The state corporation law that you form under doesn’t distinguish between C Corp vs S corp. It’s the I.R.S that distinguishes, not the state corporate office.
For S Corp the owners i.e., shareholders are supposed to report their income and losses on their personal tax returns, where they will be assessed at an income tax rate at an individual level. When this occurs, the corporation’s income is not taxed at both the shareholder level and the corporate income level, so double taxation is avoided. For e.g., Jacks, Inc. formed as an S corporation in Florida state where Robert owns nearly 51% of the corporation, and Brenda owns nearly 49%.
C Corporation vs S Corporation Infographics
Here we provide you with the top 4 difference between C Corp vs S Corp
C Corp vs S Corp – Key Differences
The key differences between C Corp vs S Corp are as follows –
- The major key difference is that S Corporation is pass-through tax entities whereas C Corp is separately taxable entities. Hence as mentioned earlier C Corp faces double taxation and for S Corporation any tax due is paid at an individual level by the owners’ pro-rata basis.
- The shareholders limit is 100 for S Corp while there is no limit for C Corp.
- C corporation will be required to hold at least 1 meeting every year for shareholders and directors whereas S Corporation is also required to a held scheduled meeting of directors and shareholders.
- Foreigners can’t be shareholders for S Corporation as per IRS requirement while there is no such requirement for C Corp.
- Income and losses are required to be allocated according to the % of ownership for S Corp whereas there is no such requirement for C Corp.
- C Corporation is a type of structure where there are no limits on shareholders and allows issuance of multiple classes of stock and while for S Corporation you can only issue one class type of stock.
- For S Corp the business income which is taxable can be split into 2 components —distribution income and salary income, where, only the salary part will be liable to self-employment tax, thus helps in reducing the overall tax burden. No such differentiation is required in C Corp.
- Per IRS, “Generally, an S corporation is exempt from federal income taxes except for the capital gains taxes and passive income. It is treated in a similar way as the partnership, in that generally, taxes are not required to be paid at the corporate level.” C Corp pays taxes on all income.
C Corp vs S Corp Head to Head Difference
Let’s now look at the head to head difference between C Corporation vs S Corporation
|Basis – C Corp vs S Corp||C Corporation||S Corporation|
|Eligibility||No specific criteria for same however the first step in incorporating a C corporation is to choose an unregistered business name and register the same. According to applicable state laws, the registrant will file the articles of incorporation with the state Secretary. C corporations offer stock to its shareholders, who, upon purchase, will become owners of the corporation.||Must Meet Following requirements:
1) Domiciled in the US.
2) <=100 Shareholders
3) Only One Class of stock can be issued
4) Cannot include: Partnerships, certain financial institutions, insurance companies etc.
|Structure||A legal entity which is taxed separately, and which helps in protecting its shareholders’ assets from creditor’s claim.||Operates like normal partnerships where profit and losses pass through the shareholders.|
|Corporate Formalities||1) Must file form SS-4 in order to obtain a unique employer identification number (EIN).
2) They are also required to submit income, unemployment, state, payroll taxes to the state.
3) To establish a board of directors in order to oversee its management and operation.
|1) After submitting an Article of association or incorporation certificate, all shareholders should sign and submit form 2553.
2) Form the 1120S is required to file the U.S. Corporation Income Tax Return
|Liabilities||A C corporation could have multiple owners and shareholders, but it limits the personal liability of the directors, shareholders, employees, and officers. In this way, legal obligations of the business cannot become a personal debt obligation of any individual associated with the corporation. The C corporation continues to exist even though its owners change and when members of management are replaced.||An S Corp has a lifespan that is independent. Its longevity is also not dependent upon its shareholders, whether they stay or depart, thus making it easy to do business.
There is no personal liability for any shareholder and further no debts of the business also. Creditors also have no claim on the personal assets of its owners i.e. shareholders to settle the business debt.
The choice of entity structure will have a huge impact on multiple aspects of your business, ranging from financing to taxes to growth strategies. Looking at the differences between C Corp vs S Corp options it may help you to overcome a decision that best suits your business needs and goals.
Features like tax savings and limited liability, the S corporation structure is used by many U.S. companies. When compared with partnerships, S corporations have an edge on aspects like a continuance of business and transfer of ownership. C corporation can be a fruitful business set up. It provides limited liabilities for the business owners, allows comparatively more freedom of stock purchasing, permits tax breaks, and other benefits.
This has a been a guide to the C Corp vs S Corp. Here we also discuss the top difference between C Corporation vs S Corporation along with infographics and comparison table. You may also have a look at the following articles –