C Corporation

C-Corporation (C-Corp)

What It Is

A C-Corp is its own legal “person.” It can enter contracts, own property, sue and be sued — completely separate from the owners (shareholders).

  • It has unlimited growth potential because there’s no cap on the number of shareholders.
  • It’s the only structure that can issue multiple classes of stock, which is why venture capitalists love it.
  • It must comply with state and federal corporate laws, which means regular board meetings, detailed record-keeping, and filing annual reports.

Pros

  • Limited Liability Protection: Owners’ personal assets are shielded from business debts and lawsuits.
  • Unlimited Shareholders: You can raise capital easily by issuing stock — no limits on how many investors can come aboard.
  • Attractive to Investors: Venture capital firms, angel investors, and institutional investors usually prefer C-Corps.
  • Perpetual Existence: The business continues even if an owner sells their shares or passes away.
  • Tax-Deductible Business Expenses: Salaries, benefits, and operating costs can be written off before corporate income tax is calculated.
  • Employee Benefits: Easier to provide health insurance, retirement plans, and stock options — making it appealing for recruiting talent.

Cons

  • Double Taxation (only if dividends are distributed): The company pays taxes on its profits, and shareholders pay taxes on dividends. (No dividends = no double taxation.)
  • General Compliance: Requires record-keeping, formal bylaws, annual meetings, and state filings. More rules than an LLC or sole proprietorship, but beneficial for business growth.
  • Startup and Ongoing Costs: Filing fees, legal expenses, and annual franchise taxes are often higher.
  • Decision-Making: With a board of directors and shareholders, decisions take longer than with smaller, owner-managed structures.

Bottom Line

A C-Corporation is perfect for businesses that want to scale big, attract outside investors, and potentially go public.