When structuring a business, choosing the right entity type is crucial for taxation, compliance, and long-term financial goals. Among the most common business structures in the U.S., S Corporations (S Corps) and C Corporations (C Corps) offer distinct advantages and limitations. While both provide liability protection and a corporate structure, their tax treatment, ownership restrictions, and operational requirements differ significantly.
For CPAs, EAs, and accounting professionals advising clients on business structures, understanding the nuances of S Corps vs. C Corps is essential. Let’s explore the key differences to help businesses make informed decisions.
S Understand S Corporations
Definition and Overview
An S Corporation (S Corp) is a business entity that chooses to pass corporate income, deductions, and credits through to shareholders for tax purposes. This structure allows businesses to avoid double taxation while still benefiting from limited liability protection.
Formation and Eligibility
To form an S Corporation, businesses must:
- File Articles of Incorporation with the state.
- Elect S Corporation status by submitting Form 2553 to the IRS.
- Meet eligibility criteria, including:
- No more than 100 shareholders.
- Shareholders must be U.S. citizens or resident aliens.
- Allowed shareholders: Individuals, certain trusts, and estates (no corporations or partnerships).
- Only one class of stock is allowed.
C Understand C Corporations
Definition and Overview
A C Corporation (C Corp) is a separate legal entity that provides limited liability to its owners but is subject to corporate taxation.
Formation and Eligibility
To establish a C Corporation, businesses must:
- File Articles of Incorporation with the state.
- Adopt corporate bylaws and appoint directors.
- Issue stock to shareholders.
- Comply with state and federal reporting requirements.
Taxation: Pass-Through vs. Double Taxation S Corporation VS C Corporation
S Corporation:
- Taxed as a pass-through entity, meaning income, deductions, and credits pass through to shareholders' personal tax returns.
- Avoids double taxation since corporate earnings are not taxed at the entity level.
- Shareholders pay taxes on profits at their individual income tax rates.
- Must file Form 1120-S, but taxes are reported on Schedule K-1 for shareholders.
C Corporation:
- Subject to double taxation—the corporation pays taxes at the entity level, and shareholders pay taxes on dividends.
- Federal corporate tax rate: 21% (as per the Tax Cuts and Jobs Act - TCJA).
- Dividends paid to shareholders are taxed at capital gains rates.
- Must file Form 1120 for corporate taxes.
Key Takeaway:
S Corps provide tax efficiency by avoiding double taxation, making them ideal for small businesses. However, C Corps offer tax planning flexibility and reinvestment advantages at the corporate level.
Ownership Structure & Restrictions S Corporation VS C Corporation
S Corporation:
- Limited to 100 shareholders.
- Shareholders must be U.S. citizens or resident aliens.
- Only individuals, estates, and certain trusts can own shares (no corporations or partnerships as shareholders).
- Can only issue one class of stock (voting and non-voting stock allowed, but no preferred stock).
C Corporation:
- No ownership limits—can have unlimited shareholders.
- It can be owned by individuals, corporations, partnerships, and foreign investors.
- Can issue multiple classes of stock, including common and preferred shares.
Key Takeaway:
S Corps are restrictive in ownership but simpler for closely held businesses. C Corps offer scalability and investment flexibility, making them preferable for businesses seeking venture capital or public offerings.
Self-Employment Taxes & Payroll Considerations S Corporation VS C Corporation
S Corporation:
- Shareholders who work for the business must receive a reasonable salary (subject to payroll taxes).
- Remaining profits (distributions) are not subject to self-employment tax.
- Owners can minimize self-employment tax liability by structuring compensation strategically.
C Corporation:
- All earnings paid as salary are subject to payroll taxes.
- Dividends paid to shareholders are not subject to self-employment tax, but they are taxed separately at the shareholder level.
- Employee benefits, such as health insurance, can be fully deductible at the corporate level.
Key Takeaway:
S Corps provide a tax advantage by allowing distributions free from self-employment tax, but the IRS requires reasonable salary payments. C Corps provide more options for employee benefits but are subject to corporate and dividend taxation.
Need assistance choosing
between an S Corp and a C Corp?
Let Unison Globus guide you with expert tax and accounting advice. Contact us today for a consultation!
Compliance, Reporting, and Formalities S Corporation VS C Corporation
S Corporation:
- Requires articles of incorporation and corporate bylaws.
- Must elect S Corporation status by filing Form 2553 with the IRS.
- Needs to hold annual meetings and maintain corporate minutes.
- Fewer compliance requirements compared to C Corps.
C Corporation:
- Requires more formalities, including regular board meetings, minutes, and shareholder meetings.
- Subject to state-specific regulations and compliance.
- More extensive record-keeping and documentation required.
Key Takeaway:
S Corps have fewer administrative burdens, making them easier to manage. C Corps, while more complex, offer advantages for larger businesses with diverse stakeholders.
Business Growth & Fundraising Capabilities S Corporation VS C Corporation
S Corporation:
- Limited fundraising options due to restrictions on ownership and stock issuance.
- Typically funded through personal investments, business loans, or retained earnings.
- Cannot attract venture capital or issue preferred stock.
C Corporation:
- Better suited for raising capital through venture funding, stock issuance, or IPOs.
- No ownership restrictions, allowing investors and institutional funding.
- Ability to issue multiple stock classes provides strategic funding options.
Key Takeaway:
For high-growth startups and businesses seeking external investors, C Corps are the preferred choice. S Corps work best for smaller, closely held businesses that do not plan to seek venture capital.
Which One is Right for Your Clients? S Corporation VS C Corporation
When advising clients, CPAs and EAs should assess the business’ size, growth plans, and tax preferences:
- S Corporation is best for: small businesses, professional services firms, and owner-operated businesses seeking pass-through taxation and tax efficiency.
- C Corporation is ideal for: larger businesses, startups planning to raise capital, and companies seeking investment flexibility.
Final Thoughts
The choice between an S Corporation and a C Corporation is pivotal in shaping a business’s financial and operational future. By carefully evaluating taxation, ownership rules, compliance obligations, and growth potential, businesses can make informed decisions aligned with their long-term objectives.
For personalized guidance, visit Unison Globus—our experts provide tailored accounting, taxation, and business structuring services to help your business thrive.
Contact us today to explore the best corporate structure for your business.