A C Corporation (C-Corp) is a standard corporation that allows for an unlimited number of individuals or companies to own a portion of the company by distributing shares of stock. It offers protection to owners, investors, and officers from liability resulting from its actions. If you plan to seek outside funding from venture capitalists (VCs) or angel investors, or envision an ultimate initial public offering (IPO) then a C-Corp is likely the right structure for your company. C-Corporation businesses boast a flexible stock structure, which makes it easy to issue different classes of stock, and for investors to use different financial documents, such as convertible notes, SAFEs, warrants, and subordinated debt. It’s also the best structure to raise equity capital through crowdfunding.
C Corporations also allow for maximizing tax deductions for business expenses and benefits. Additionally, they minimize employment taxes since shareholder-employees of C-Corps pay FICA (Social Security and Medicare) taxes only on wages they receive. They’re also attractive to foreign investors (unlike S-Corps, which cannot have any non-resident shareholders). Other strengths include the ease for an investor to exit a C-Corp and that dividends the C-Corp earns from other corporations are largely non-taxable.
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The formalities for a C Corporation formation are extensive, making it smart to prepare for them as early as possible. C Corporation lawyers will advise you on them and confirm that a C Corporation is even the appropriate business form given your circumstances.
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Working with C Corporation lawyers during formation will usually lead to helpful hints on other matters, such as: employee relations, intellectual property, and tax advice.
Should I form a C Corporation or an S Corporation?
It’s hard to say without knowing specifics on your company. Given the restrictions that come along with an S-Corp, a C-Corporation offers a bit more flexibility when starting a business. A C-Corporation is a standard corporation whereas an S-Corp has a special tax status assigned to it by the IRS. Both types of corporations offer limited liability protection, have similar structures, corporate formalities, and both are considered separate entities. However, despite their similarities, they have distinct differences.
C-Corps are separate taxable entities and are subject to double taxation. Conversely, S-Corps are pass through entities and pay no corporate income tax. As a result, taxes are paid at the individual level. S-Corp restrictions include no more than 100 shareholders and they must be U.S. citizens or residents. They can also not be owned by other corporations, LLCs, or partnerships. Finally, S-Corps can only have one class of stock while a C-Corporation can have multiple classes. Interested in a S-Corp? Check out more.
I know I want a C-Corp - but in what state should I set it up?
That’s a question a C-Corporation business lawyer can answer for you. It ultimately depends on a set of criteria, including where you’re going to conduct the majority of your business, where your headquarters will be, and if you’re going to seek venture capital / angel funding. With all that said, Delaware is the most common state for C-Corps to incorporate in, but Wyoming and Nevada are corporate-friendly states as well.
What’s limited liability protection?
It’s the biggest reason why people choose to incorporate their businesses. It provides owners protection from their personal assets against creditors’ claims. As long as the owners truly treat their business as a separate entity, they retain such protection.
What’s an EIN?
It’s the Internal Revenue Service’s (IRS) way of identifying businesses for tax purposes. For federal income tax purposes, a C-Corp is recognized as a separate tax paying entity.
What’s a registered agent?
A business or individual designated to receive service of process when a business is a party in a legal action or when the state attempts to communicate with the company. Some states, like Delaware, require entities registered within its jurisdiction to maintain an in-state registered agent.
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