C Corporation

Quick Summary of C Corporation

Common business slang to distinguish a corporation whose profits are taxed separately from its owners under subchapter C of the Internal Revenue Code, from an S corporation, whose profits are passed through to shareholders and taxed on their personal returns under subchapter S of the Internal Revenue Code.

A C corporation (or C corp.) is a corporation in the United States that, for Federal income tax purposes, is taxed under 26 U.S.C. § 11 and Subchapter C (26 U.S.C. § 301 et seq.) of Chapter 1 of the Internal Revenue Code. Most major companies (and many smaller companies) are treated as C corporations for Federal income tax purposes.

C Corporation Vs. S Corporation

The income of a C corporation is taxed, whereas the income of an S corporation (with a few exceptions) is not taxed under the Federal income tax laws. The income, or loss, is applied, Pro Rata, to each Shareholder and appears on their tax return as Schedule E income/(loss).

Unlike corporations treated as S corporations, a corporation may qualify as a C corporation without regard to any limit on the number of shareholders, foreign or domestic.

Steps To Forming A C Corporation

According to Nolo, a prospective creator of a C corporation must:

• Choose an available business name that complies with their state’s corporation rules;
• Appoint the initial directors of their corporation;
• File formal paperwork, usually called “articles of incorporation,” and pay a filing fee that ranges from $100 to $800, depending on the state where they incorporate;
• Create corporate “bylaws,” which lay out the operating rules for their corporation;
• Hold the first meeting of the board of directors;
• Issue stock certificates to the initial owners (shareholders) of the corporation; and
• Obtain licenses and permits that may be required for their business.

Impact

Since corporations are state entities and the C corporation status refers to the tax treatment of these corporations by the federal government, the C corporation’s impact is mostly relegated to the tax realm. The impact of double taxation, the taxation of the corporation’s income and the separate taxation on their dividends, constitutes the impact of the C corporation treatment. C corporations are subject to this double taxation unlike S corporations and most other business entities taxed by the federal government.

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