Forming a C Corporation

What Is a C Corporation?

The standard corporation, also called a C corporation, is the most common corporate structure. The corporation is a separate legal entity owned by the shareholder(s). Because of this, the shareholders cannot be held personally responsible for the debts of the corporation. The shareholders' personal liability is typically limited to the amount the shareholder invested in the company.

Taxation implications are usually a significant consideration when deciding which corporate structure to choose. The shareholders of C corporations may experience double taxation, which simply means that corporate profits are taxed at both the corporate entity and individual levels. Profits of the business are reported and taxed at the corporate entity level first. If the corporation then distributes any portion of the remaining profits to the shareholders in the form of dividends, the shareholders must report the dividend as personal income and pay taxes on it at the individual level.

What Are the Advantages of a C Corporation?

  No Personal Liability - Shareholders of a C corporation are typically not personally
     responsible for the debts and liabilities of the business.

  Unlimited Shareholders - C corporations can have an unlimited number of shareholders.

  Easily Transferable Ownership - Ownership of a C corporation is easily transferable through
     the sale of stock.

  Unlimited Life - C corporations have unlimited life, and are not affected by the illness or death
     of the owners.

  Stock Can Be Sold - Additional capital can be raised by selling shares of the C corporation's
     stock.

  Professional Appearance - Potential customers may perceive a C corporation as a more
     professional entity than a sole proprietorship or partnership.

  Less Frequent Auditing - C corporations are generally audited less frequently than sole
     proprietorships.

  Many Tax Advantages - Certain C corporation business expenses may be tax-deductible,
     C corporations can result in savings on self-employment taxes, and C corporations may provide
     a number of other income and tax savings as well.

How Do You Form a C Corporation?

To create a C corporation the proper formation documents, typically called the articles of incorporation or certificate of incorporation, must be filed with the appropriate state agency and the necessary state filing fees must be paid.