S Corp vs. C Corp: Which is Right for Your Business?

S Corp vs. C Corp: Choosing the Best Business Structure

Are you starting a new business or considering changing your existing business structure? Choosing a suitable corporation can be daunting, but choosing the one that suits your business needs is essential. Two popular types are S Corp and C Corp. 

This blog post will define both corporation structures and highlight their differences. We'll cover the pros and cons of each, ownership and corporate structure, taxation expectations, legal compliance standards, and how to become either an S Corp or a C Corp. 

We'll also provide an in-depth analysis of factors to consider when choosing between the two. Finally, we'll discuss LLCs as another option and how IRS treats S Corps and C Corps. Read on to gain more insight into which corporation type is best for your business.

S Corp vs. C Corp: Definitions

When choosing between business structures, it's essential to understand the definitions of each type. For small business owners, the most common options are LLCs, S Corps, and C Corps. An S Corporation offers limited liability protection for its shareholders. 

In contrast, a C Corporation is taxed as a separate entity and provides complete liability protection for its shareholders. It allows unlimited shareholders and has more complex administrative requirements than an S Corp. 

Both types of taxation have different rules regarding corporate income tax, personal income tax rates, dividends, and deductions for business owners. However, one structure may be better based on your business needs and goals.

What is a Corporation?

A corporation is a separate legal entity from its shareholders, capable of entering contracts and owning assets. It pays corporate taxes on profits and has different tax structures and ownership requirements, including S Corps and C Corps.

Differences Between S Corp and C Corp

S Corporation and C Corporation differ in many ways. For instance, S Corps are pass-through entities and taxed differently from their counterpart, which is taxed separately. Liability protection also differs as S Corps offer limited liability protection compared to complete liability protection provided by C Corps. 

The number and types of shareholders allowed also vary, with S Corp having restrictions on both compared to the counterpart. It's important to note that while S Corps have more detailed administrative requirements than C Corps, they may not be suitable for larger businesses or those planning to go public.

Pros and Cons of an S Corp

When considering whether to choose an S Corporation over a C Corporation for your small business structure according to S Corp vs. C Corp definitions, please take note that with an S Corp, the profits and losses pass through to shareholders who report them on their personal income tax returns, thereby avoiding double taxation. 

Another advantage is limited liability protection for shareholders which safeguards personal assets against legal issues or debts incurred by the business. Considering these pros and cons when choosing between an LLC or sole proprietorship versus an S-Corp or C-Corp status is essential since they all have different legal entities under IRS regulations.

Pros and Cons of a C Corp

C Corporations are independent legal entities offering their shareholders limited liability protection. Shareholders in C Corporations face double taxation when dividends are distributed since they pay taxes on their profits at the corporate level and again when dividends are distributed to them. 

Although more paperwork is required for C Corporations than other business entities, they gain the ability to own assets, create contracts, and sue or be sued as a separate legal entity.

How to Become an S Corp

To qualify as an S Corp, a domestic corporation must have no more than 100 shareholders, have only one class of stock, and be owned by individuals or certain types of trusts and estates. Once the eligibility requirements are met, the corporation can file Form 2553 with the IRS to elect S Corp status. 

Small business owners can enjoy tax benefits over other entities, such as LLCs or C Corps, by qualifying for S Corporation status.

How to Become a C Corp

If you want to become a C corp, you must file Articles of Incorporation with the state of your business. Remember that C corps are subject to double taxation, meaning the corporation and its shareholders pay tax on profits. The advantage of being a C corporation is that they are often preferred by businesses looking to go public or attract investors. Starting as a C corp also requires more paperwork and legal formalities than starting an S corp but can provide better liability protection for business owners.

Taxation Expectations for S Corps

Regarding taxation expectations for small businesses considering their business structure options between S Corporation vs. C Corporation: Definitions, it is essential to understand that S Corporations have unique tax rules tailored towards small business owners. 

This pass-through taxation allows an S Corp's earnings to be exempt from the corporate income tax rate avoiding double taxation compared to a C Corp. However, it is crucial to note that an S Corp must file their annual Form 1120S and pay taxes on certain types of income, such as passive or investment income.

Taxation Expectations for C Corps

Regarding taxation for C Corporations, they are taxed as separate legal entities paying taxes on their profits at the corporate tax rate. This business entity is subject to double taxation, where the corporation and its shareholders are taxed on profits. Despite this drawback, C Corps offer greater flexibility regarding ownership and stock options, with owners being able to deduct business expenses from their taxable income, reducing their overall tax burden. 

Ownership Structure of S Corps

S corp ownership is restricted to US citizens or residents with a cap of 100 shareholders. Shareholders are deemed employees and must receive reasonable compensation. An S corp offers excellent liability protection and avoids double taxation making it ideal for small businesses.

Ownership Structure of C Corps

C Corporations are structured differently from S Corporations. Instead of being owned by shareholders as in an S Corp, in a C Corp, shareholders elect a board of directors who oversee day-to-day management through appointed officers. This structure offers limited liability protection for shareholders against debts and obligations incurred by the corporation. 

Additionally, multiple classes of stock can be issued with varying voting rights to raise capital and attract investors. 

Corporate Structure of S Corps

S Corporations or S Corps offer limited liability and pass-through taxation. This means that profits and losses are reported on shareholders' individual tax returns. Along with this unique business structure come eligibility requirements, such as having no more than 100 shareholders and only one class of stock. This makes it a desirable option for small business owners looking to limit their liability while avoiding double taxation.

Corporate Structure of C Corps

C corporations tend to have a more intricate corporate structure than other business entities like sole proprietorships or LLCs. Shareholders elect a board of directors who further appoint officers responsible for daily management, like the CEO and CFO. Moreover, they can issue different classes of stock to attract investors and raise capital. However, the drawback is that they are subject to more regulations and paperwork requirements than S corps.

Legal Compliance Standards for S Corps

Maintaining S corporation status requires adhering to strict legal compliance standards. To qualify for S corp status, a business must meet certain conditions, such as having less than 100 shareholders and only one class of stock. Legal compliance mandates that shareholders receive regular financial statements and be notified of significant changes or events. Please comply to avoid losing S corp status and its resulting tax benefits. 

Legal Compliance Standards for C Corps

For C Corporations, adhering to legal compliance standards is crucial. These corporations must have a Board of Directors and conduct regular shareholder meetings. Additionally, they need to prepare and file separate tax returns while paying corporate taxes on their profits. Despite all these regulations

C Corp vs. S Corp: Which is Better for Your Startup?

Consider your business's unique needs and goals when deciding between an S Corp and C Corp. Smaller businesses may benefit from the potential tax savings of an S Corp. In contrast, larger companies may prefer the flexibility of a C Corp for ownership and fundraising options. Seeking advice from financial experts or attorneys can ensure the best decision for your business.

The Impact of Taxation on Your Business

When choosing between S Corp and C Corp for your business needs and goals, it's essential to consider the impact of taxation. While S Corps are pass-through entities offering potential tax savings for small businesses, C Corps provide more flexibility in ownership structure and fundraising options but are subject to double taxation. Ensure to consult a financial advisor or attorney when deciding which type of corporation is best suited for your business structure based on taxes. 

Stock and Share Functionality

Understanding the stock and share functionality is crucial when choosing an S Corp vs. C Corp. It's worth noting that S Corps are pass-through entities that offer tax benefits. At the same time, C Corps have more flexibility in ownership and fundraising. 

One key difference is that S Corps have pass-through taxation, meaning that profits and losses flow through to shareholders' personal tax returns. In contrast, C Corps are taxed separately from their owners and may face double taxation if they distribute dividends to shareholders. 

When choosing between the two options, business owners should also consider the number of shareholders, desired ownership structure, and potential growth plans. 

How to Choose Between LLC, S Corp, and C Corp?

When deciding between LLC, S Corp, and C Corp, consider the level of liability protection needed and the tax implications for your business. Also, evaluate ownership structure and management requirements. A professional can help make an informed decision tailored to your specific needs. 

It is essential to note that each type of corporation has its drawbacks and advantages regarding taxes, corporate structure, etc., which should all be considered before making a decision.


Choosing between an S Corp and a C Corp is crucial for your business as it will determine the tax implications, ownership structure, and legal compliance standards. While both systems have advantages and disadvantages, factors such as taxation expectations, liability protection, and stock functionality must be considered before deciding. 

It's also essential to understand the IRS treatment of S Corps and C Corps to avoid any legal or financial issues in the future. To learn more about LLCs, S Corps, and C Corps and choose what's best for your business needs, check out our comprehensive guide on selecting the proper business structure

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