How to form a C Corporation How to form a C Corporation

How to form a C Corporation

Whether you’re a seasoned entrepreneur or just embarking on your business journey, understanding the ins and outs of different corporate structures is crucial. Let’s dive into the C Corporation, a popular choice for many.

What is a C Corporation?

A C Corporation (often just referred to as a “corporation” or “C Corp”) is a legal entity separating the business and its assets from its owners. This structure provides shareholders with limited liability protection, meaning their personal assets are typically protected from any business debts or liabilities. Furthermore, C Corporations can have unlimited shareholders and sell shares publicly, making them a go-to option for large businesses and those aiming to go public.

What is the difference between C Corp and S Corp?

Both C Corps and S Corps offer their owners the advantage of limited liability. However, they differ primarily in taxation and shareholder limitations.

Taxation: C Corporations face double taxation. First, the corporation is taxed on its earnings, and then shareholders are taxed again when they receive dividends. On the other hand, S Corporations have a pass-through tax structure, meaning the company itself isn’t taxed. Instead, the income flows through to shareholders’ personal tax returns.

Shareholders: While C Corps can have unlimited shareholders from anywhere in the world, S Corps are limited to 100 shareholders, all of whom must be US citizens or residents.

What is the difference between a C Corp and an LLC?

Limited Liability Companies (LLCs) and C Corporations are both popular entities, but their differences lie in management structure, taxation, and flexibility.

Management: LLCs have a more flexible management structure. Owners, called members, can manage the LLC directly or appoint managers. C Corporations have a more rigid frame with shareholders, a board of directors, and officers.

Taxation: LLCs are typically pass-through entities like S Corps. However, they can choose to be taxed as a C Corporation if preferred.

Flexibility: LLCs are known for their flexibility in allocating profits and losses, while C Corps follow the ownership percentage.

Can a C Corp own an LLC?

Yes, a C Corporation can own an LLC. This ownership allows the C Corp to benefit from the LLC’s earnings and protections. It’s a strategy some businesses use to diversify their operations and maintain certain financial flexibility.

How to convert an LLC into a C Corp

Converting an LLC into a C Corp is a strategic decision. This usually involves:

Advantages and disadvantages of setting up a C Corporation


  • Limited liability protection for shareholders.
  • Potential to go public.
  • No limit on the number of shareholders.
  • Credibility with stakeholders and clients.


  • Double taxation.
  • More rigid and formal management structure.
  • More regulatory oversight and paperwork.

How to form a C Corporation

  1. Choose a business name: It must be unique and usually include “Inc.” or “Corp.”
  2. File articles of incorporation: Submit this document with the state’s Secretary of State.
  3. Get an EIN: This is your business’s social security number.
  4. Appoint a board of directors: They’ll make major company decisions.
  5. Draft corporate bylaws: Internal operating rules.
  6. Hold an initial board meeting: Cover essential early decisions.
  7. Issue stock: Document ownership percentages.
  8. Stay compliant: With annual reports and other state requirements.

How much does it cost to start a C Corporation?

Costs vary by state but generally include a filing fee for the articles of incorporation, ranging from $50 to $300. There may also be other costs for permits, licenses, and state-specific requirements.

How are C Corporations taxed?

C Corporations are distinct in business due to their unique tax structure. They are taxed at the corporate level, implying that before any dividends are distributed to shareholders, the corporation pays a tax on its net earnings. This is often referred to as “double taxation.” After the corporation pays its taxes, any profits that are then distributed to shareholders as dividends are subjected to taxation again, but this time at the individual shareholder’s tax rate. This structure contrasts with other entities like S Corporations or LLCs, where income typically flows through to the owners’ personal tax returns, avoiding this double hit.

When are C Corporation taxes due?

For many businesses, the tax schedule is straightforward. Typically, C Corporations operating on a calendar year must have their taxes filed by April 15th, the same as individual taxpayers. But it’s essential to note that not all corporations work on a calendar year. Some opt for a fiscal year, which means their business year might start and end in different months. In such cases, the tax due date shifts to the 15th day of the fourth month following the close of their fiscal year. Therefore, understanding your corporation’s chosen operational timeline is crucial for timely tax submissions.

How to file C Corporation taxes

Navigating the tax landscape requires precision and understanding. When it’s time to file their annual taxes, C Corporations utilize IRS Form 1120. This form details the corporation’s income, gains, losses, deductions, and credits and calculates the corporation’s federal income tax liability. Given the intricacies involved in ensuring accurate reporting, understanding deductions, and being compliant with evolving tax codes, it’s highly recommended for businesses to collaborate with a seasoned tax professional. This expert, familiar with corporate tax intricacies, can guide the process, ensuring compliance and optimizing the corporation’s tax position.

Establish your C Corp in the US with Workhy

Are you ready to kickstart your business journey with a C Corporation or an LLC? With Workhy, you can effortlessly set up your company online in the US, irrespective of where you reside. Not just that, our suite of services includes tax ID number applications, simplified tax filing, state-of-the-art online bookkeeping software, hassle-free online bank account opening, and dedicated registered agents and addresses. Do not forget to visit our website to establish your company in the US with Workhy!

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