Advantages & Disadvantages of a C-Corp or S-Corp

By John Cromwell

The U.S. Tax Code and IRS recognize two different types of corporations: the C corporation and the S corporation. The two business types are taxed in two different ways. The C corporation pays taxes on its annual income and then its shareholders pay tax on any dividends they receive from the business. With an S corporation, the business does not pay any tax on its annual income. The shareholders are responsible for paying taxes on their share of the business’s annual income. As a result of this difference in how these organizations are taxed, C corporations and S corporations have different restrictions on several aspects of their business.

Independent Legal Entity

While there are differences, it is important to know that both C and S corporations are independent legal entities. This means two things. First, both corporations operate as a liability shield for the shareholders. If a corporation owes money or acts in a way that injures a third party, the corporation is named as the defendant and the shareholder generally cannot be named as a co-defendant. This protects the shareholders’ personal assets from being seized to satisfy the business’s obligations. Also, both corporations have a perpetual life. This means that neither a C corporation nor an S corporation will terminate when a shareholder dies.

Number of Shareholders

A C corporation has no limitation on how many shareholders it may have, while an S corporation is limited to 100 or fewer. This restriction on the S corporation makes it more difficult for it to raise investment money to grow its business. By having more shareholders, a business can request a smaller amount of money from each individual investor because it can get more investors to obtain what it needs. When asked for less, individuals will be more likely to invest. By asking for more from each individual, an S corporation may risk not getting enough capital or not being able to find investors.

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Classes of Stock

A C corporation can issue multiple classes of stock while an S corporation can only issue one class of stock. Multiple classes of stock can be used as an incentive to attract investors. By issuing preferred stock that gives its holders preference regarding distribution of dividends and other considerations, a C corporation can appeal to certain investors who might be hesitant to invest without additional guarantees. Since an S corporation can only issue one class of stock, it cannot provide those additional guarantees, making it harder to obtain investment.

Identity of Shareholders

A C corporation can sell its shares to any person or entity it chooses. An S corporation can only sell its stock to citizens, resident aliens and certain trusts. This can be a significant barrier for an S corporation, since that restriction prevents it from selling its shares to institutional investors, such as venture capitalists.

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S Corp Vs. Corp


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Subchapter S Corporation Stock Regulations

S corporations are ideal for companies with few owners who would rather report the income on their own tax returns rather than have the company pay the corporate tax. However, S corporations s have strict regulations on the stock issued by the company. Just one violation can trigger a reversion to a C corporation, thereby nullifying the tax benefits granted to an S corp.

Tax Consequences of Converting a C-Corp to an S-Corp

Corporations are business entities formed under state law that exist separately from their owners. An S corporation is simply a C corporation that has elected to be taxed as a pass through entity. Converting from a C-corp to an S-corp has significant tax implications, which include potentially lowering the overall tax burden on the shareholders, but also changing who reports the income each year and limiting when the income can be reported on the shareholder's tax returns. However, an S-corp must meet several criteria, including having less than 100 owners, only having U.S. resident or U.S. citizen individuals and certain entities as shareholders, and not having more than one class of stock.

Can an S Corp Have Treasury Stock?

An S corporation is a state registered C corporation with a special tax status granted by the Internal Revenue Service. This means that an S-corp has to comply with the regulations of the state where it is incorporated as well as meet ownership and standards established by the IRS. Treasury stock are shares issued by a corporation that it either repurchased from a shareholder or issued but did not sell. Prior to obtaining treasury stock, an S-corp should evaluate state and IRS regulations to ensure it can hold those types of securities.

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