S-Corp vs. C-Corp: Which Is Right for Your Business Tax Strategy

S-Corp vs. C-Corp

When it comes to structuring a business for taxation, two common choices for corporations in the United States are C corporations (C corps) and S corporations (S corps). These business structures have distinct features, tax implications, and advantages. Understanding their differences and similarities is crucial for entrepreneurs, small business owners, and investors seeking to make informed decisions about the most suitable corporate entity for their ventures.

The Basics: C Corporations and S Corporations Defined

1. C Corporation (C Corp):

   • Standard Corporation: The C corporation is the default or standard corporate entity under the Internal Revenue Service (IRS) rules.
   • Taxation: C corps are subject to corporate-level taxation, with the corporation itself paying income tax on its earnings.
   • Double Taxation Risk: There is a potential for double taxation when corporate income is distributed to shareholders as dividends. These dividends are treated as personal taxable income for shareholders, leading to taxation at both the corporate and individual levels.
   • Ownership: C corporations can have an unlimited number of shareholders, and ownership can include various entities, including non-U.S. citizens.

2. S Corporation (S Corp):

   • Special Tax Status: S corporations are corporations that have elected a special tax status with the IRS, offering certain tax advantages.
   • Taxation: S corps are pass-through entities, meaning they don’t pay income tax at the corporate level. Instead, profits and losses are “passed through” to shareholders and reported on their personal tax returns.
   • Advantage: Single Taxation: One of the primary advantages of S corps is that they avoid corporate-level income tax, resulting in a single layer of taxation at the individual level for shareholders.
   • Shareholder Restrictions: S corporations are subject to limitations, such as a maximum of 100 shareholders, who must be U.S. citizens or residents. Also, S corporations cannot be owned by certain entities like C corporations, other S corporations (with exceptions), LLCs, partnerships, or many trusts.
   • Stock Classes: S corporations are typically restricted to having only one class of stock.

Shared Qualities: Common Features of C Corporations and S Corporations

Before diving into the differences, it’s important to recognize the common traits shared by both C corporations and S corporations:

1. Limited Liability Protection: Corporations, whether C corps or S corps, offer limited liability protection. Shareholders (owners) are generally not personally responsible for the business’s debts and liabilities.

2. Separate Legal Entities: Both C corps and S corps are legally separate entities created through state filings.

3. Filing Documents: Formation documents, often referred to as the Articles of Incorporation or Certificate of Incorporation, must be filed with the state. These documents remain the same regardless of whether the corporation chooses to be taxed as an S corporation or a C corporation.

4. Corporate Structure: Both S corps and C corps are structured with shareholders, directors, and officers. Shareholders own the corporation, but the business itself is owned by the corporation. Shareholders elect the board of directors, which oversees corporate affairs and decision-making. The board, in turn, selects officers responsible for managing day-to-day business operations.

5. Corporate Formalities: State corporation laws apply uniformly to C corporations and S corporations regarding compliance responsibilities. All corporations, regardless of tax status, are required to adhere to both internal and external corporate formalities and obligations. These include adopting bylaws, issuing stock, conducting shareholder and director meetings, maintaining a registered agent and registered office, filing annual reports, and paying annual fees.

Now that we’ve established the shared characteristics let’s explore the key differences between C corporations and S corporations, primarily in the context of taxation, corporate ownership, and specific advantages and disadvantages associated with each type.

Taxation: The Core Distinction

The central difference between C corporations and S corporations lies in how they are taxed, particularly for federal income tax purposes:

Taxation of C Corporations (C Corps):

• C corporations are considered separately taxable entities.
• They must file a corporate tax return (Form 1120) and pay taxes at the corporate level.
• There is a risk of double taxation if corporate income is distributed to business owners as dividends. Dividends are treated as personal taxable income for shareholders.
• Corporate income tax is initially paid at the corporate level and again at the individual level on dividends.

Taxation of S Corporations (S Corps):

• S corporations are structured as pass-through taxation entities.
• They file an informational federal return (Form 1120S), but no income tax is paid at the corporate level.
• The profits and losses of the business are “passed through” to the business itself and reported on the personal tax returns of the owners.
• Any tax due is paid at the individual level by the owners rather than at the corporate level.

Personal Income Taxes: Uniformity for C Corps and S Corps:

Regardless of whether a corporation is a C corporation or an S corporation, personal income tax applies to:

• Salaries drawn from the corporation.
• Dividends received from the corporation.

Corporate Ownership: More Uniformity, But Key Restrictions for S Corps

While state corporation laws make no distinction between S corporations and C corporations in terms of ownership, the Internal Revenue Code imposes specific restrictions for a corporation to qualify as an S corp:

C Corporations (C Corps):

C corporations have no inherent restrictions on the number or type of shareholders. They can accommodate a wide range of shareholders, including non-U.S. citizens and various business entities.

S Corporations (S Corps):

S corporations face restrictions on ownership, including:

• Limiting the number of shareholders to no more than 100.
• Requiring shareholders to be U.S. citizens or residents.

Additional Ownership Limitations for S Corporations:

• S corporations cannot be owned by certain entities, such as C corporations, other S corporations (with exceptions), LLCs, partnerships, or many trusts.
• S corporations are typically limited to having only one class of stock, disregarding voting rights.

Advantages and Disadvantages: Weighing the Pros and Cons

Now that we’ve examined the fundamental distinctions, it’s essential to consider the specific advantages and disadvantages associated with C corporations and S corporations. These factors can significantly influence the choice of corporate structure for a business. Let’s explore these aspects separately for each type.

S Corporation Advantages:

• Single Layer of Taxation: The primary advantage of S corporations over C corporations is the avoidance of corporate-level income tax. Any distribution of income to shareholders is only taxed at the individual level, simplifying taxation.

• 20% Qualified Business Income Deduction: The Tax Cuts and Jobs Act of 2017 introduced a 20% deduction for eligible S corporation shareholders based on their net “qualified business income.”

• Pass-Through of Losses: Losses incurred by an S corporation pass through to its shareholders. These losses can be used to offset income, subject to the restrictions of tax law.

S Corporation Disadvantages:

• Limited Number of Shareholders: An S corporation is restricted to a maximum of 100 shareholders. This limitation can hinder the corporation’s ability to go public and raise capital from new investors.

• Shareholder Restrictions: Shareholders in S corporations must be individuals (with some exceptions) and U.S. citizens or residents. This limitation can pose challenges in obtaining equity financing, particularly from venture capital and private equity funds that may not qualify as shareholders.

• Preferred Stock Not Allowed: S corporations cannot issue different classes of stock. Some investors may prefer stock with preferences to distributions or other privileges, which S corporations cannot provide.

• Transfer Restrictions: Most S corporations impose restrictions on shareholders’ ability to sell or transfer their shares. This is done to prevent the acquisition of ineligible shareholders, which could result in the IRS terminating the S corporation status. These restrictions can make it more challenging for S corporation shareholders to exit the corporation.

C Corporation Advantages:

• Unlimited Number of Shareholders: C corporations do not face any restrictions on the number of shareholders. This flexibility allows them to accommodate a broader range of investors.

• No Ownership Restrictions: C corporations can be owned by anyone, including non-U.S. citizens and various business entities.

• No Restrictions on Stock Classes: C corporations can issue multiple classes of stock, including stock with preferences for dividends and distributions.

• Lower Maximum Tax Rate: The 2017 tax reform act reduced the corporate tax rate to a flat 21%, eliminating the alternative minimum tax. Even with slight reductions in personal income tax rates, this rate remains lower than the maximum personal tax rate (currently 37%).

• More Options for Raising Capital: C corporations have more flexibility in raising capital because Subchapter C of the tax code does not impose the same restrictions on ownership as Subchapter S. This makes it easier for C corporations to obtain equity financing.

C Corporation Disadvantages:

• Double Taxation: The primary disadvantage of C corporations is the potential for double taxation. These corporations pay tax on their earnings at the corporate level, and shareholders pay tax on dividends at the individual level, resulting in the same earnings being taxed twice.

When Do the Pros of an S Corporation Outweigh the Cons?

The choice between an S corporation and a C corporation depends on individual circumstances. However, the advantages of an S corporation may outweigh the disadvantages when one or more of the following factors apply:

• No Plans for an IPO or Attracting Over 100 Shareholders: If a business does not intend to go public and is not seeking more than 100 shareholders, especially those ineligible for Subchapter S, an S corporation may be a suitable choice.

• Distributions of Income to Shareholders Are Anticipated: When a corporation plans to distribute income to shareholders, particularly in the form of pass-through income, the pass-through tax treatment of an S corporation can be advantageous.

• No Intent to Issue Preferred Stock: Businesses that do not intend to issue different classes of stock, including preferred stock, can benefit from the simplicity of S corporation status.

• Lower Tax Liability for Shareholders: Considering the shareholders’ personal income tax rates, deductions, and exemptions, pass-through taxation may result in lower overall tax liability compared to taxation as a separate entity.

• Anticipated Losses for Deduction: When a business expects to incur losses that can be used to offset income on personal income tax returns, choosing an S corporation may lead to tax savings.

When Do the Pros of a C Corporation Outweigh the Cons?

The decision to opt for a C corporation can be favourable in various situations, although it ultimately depends on specific circumstances. Some scenarios where the advantages of a C corporation may outweigh the disadvantages include:

• Lower Taxation under Subchapter C: If taxation under Subchapter C results in lower overall taxes compared to Subchapter S, a C corporation may be the preferred choice.

• No Intent to Distribute Profits to Shareholders: When there are no plans to distribute profits to shareholders and the focus is on retaining earnings within the corporation, the double taxation issue may be less relevant.

• Plans for an IPO or Attracting Investors Not Eligible for Subchapter S: If a business is considering an initial public offering (IPO) or seeks investors who do not qualify for Subchapter S, a C corporation can provide more flexibility.

• The desire for Freely Transferable Shares: When the corporation intends to have freely transferable shares, C corporation status is typically preferred.

• Intent to Issue Preferred Stock: Businesses that wish to issue different classes of stock, including stock with preferences for dividends and distributions, may find C corporation status more accommodating.

Formation and Taxation Elections: How to Become a C Corporation (C Corp) or S Corporation (S Corp)

Establishing a corporation involves filing specific documents and adhering to certain procedures. Here are the key steps for forming both C corporations and S corporations:

How to Become a C Corporation (C Corp):

1. Choose a Name: Select a business name that is available and conforms to state regulations.
2. Registered Agent: Designate a registered agent for the corporation.
3. File Articles of Incorporation: Submit the Articles of Incorporation (or Certificate of Incorporation) to the state and pay the required filing fees.
4. Adopt Bylaws: Create bylaws that outline the corporation’s internal governance and operational procedures.
5. Initial Meeting: Hold an initial meeting of directors and shareholders to approve bylaws, elect directors and officers, and authorize the issuance of shares.
6. Issue Stock: Issue shares of stock to the owners.
7. Tax Election: By default, the corporation will be taxed under Subchapter C. However, if eligible, you can elect to be taxed under Subchapter S by filing Form 2553 with the IRS.

How to Become an S Corporation (S Corp):

1. Incorporate the Business: Begin by forming a regular corporation (C corp) by filing the Articles of Incorporation with the state.
2. File Form 2553: To elect S corporation status, file Form 2553 with the IRS. This election must meet specific timing requirements:
   • Before the 16th day of the 3rd month (March 15th for calendar year taxpayers).
   • During the preceding tax year.
   • After the 15th day of the 3rd month but before the end of the tax year (effective for the next tax year unless due to reasonable cause).
3. State-Level Election: In some states, you may also need to file a state-level S corporation election in addition to the federal election.

Changing Taxation Status: Adapting to Evolving Business Goals

Over time, business goals and circumstances may change, leading to a reconsideration of the corporation’s taxation status. This evaluation is especially relevant following significant tax law changes, such as the Tax Cuts and Jobs Act of 2017, which altered the landscape for both C corporations and S corporations. Key considerations for changing taxation status include tax rates, deductions, and eligibility for tax benefits.

Consulting with Tax Advisors: Given the complexity of tax laws and the unique circumstances of each business, it is advisable to consult with tax advisors and professionals when deciding how your corporation should be taxed. Expert guidance can help you navigate the intricacies of tax planning and ensure that your choice aligns with your business objectives.

Choosing Between C Corporation (C Corp) and S Corporation (S Corp): Tailoring Your Decision

Choosing between a C corporation and an S corporation is a significant decision with far-reaching implications for your business. It affects various aspects, including taxes, financing options, growth strategies, and governance. Assessing the advantages and disadvantages of each corporate entity type is crucial to making an informed decision.