Choosing Your Corporate Structure: S Corporation vs. C Corporation

Choosing Your Corporate Structure: S Corporation vs. C Corporation

Choosing Your Corporate Structure: S Corporation vs. C Corporation


When starting or restructuring a business, one of the most critical decisions you’ll face is choosing the right corporate structure. The two most common options are S corporations (S corps) and C corporations (C corps). Each structure has its unique characteristics, advantages, and disadvantages. In this blog post, Real Estate Law Corporation will provide an in-depth comparison of S corporations and C corporations to help you make an informed decision about which corporate structure is best suited for your business.

Understanding S Corporations

1.1. What is an S Corporation?

An S corporation is a type of business entity that offers certain tax benefits while providing limited liability to its shareholders. To qualify as an S corp, a business must meet specific IRS requirements, including:

Being a domestic corporation.
Having only allowable shareholders, which generally excludes partnerships, other corporations, and non-resident aliens.
Limiting the number of shareholders to 100 or fewer.
Issuing only one class of stock.

1.2. Advantages of S Corporations

S corporations offer several advantages, including:

Pass-through taxation: S corps do not pay federal income tax at the corporate level. Instead, profits and losses are passed through to the shareholders, who report them on their individual tax returns.
Limited liability: Shareholders’ personal assets are typically protected from the company’s debts and liabilities.
Flexibility: S corps can have multiple classes of stock, making it easier to attract investors and customize ownership structures.
Perpetual existence: An S corp can continue to exist even if shareholders change or pass away.

Understanding C Corporations

2.1. What is a C Corporation?

A C corporation is the default corporate structure, characterized by a separate legal entity from its owners (shareholders). C corps are subject to corporate income tax, and their profits are taxed at both the corporate and individual shareholder levels when distributed as dividends.

2.2. Advantages of C Corporations

C corporations offer several advantages, including:

Unlimited number of shareholders: C corps can have an unlimited number of shareholders, making them suitable for larger businesses.
Access to capital: C corps can issue multiple classes of stock, making it easier to raise capital and attract investors.
Perpetual existence: Like S corporations, C corps can continue to exist independently of changes in ownership.
Deductible business expenses: C corporations can deduct a wide range of business expenses from their taxable income.

Key Differences Between S Corporations and C Corporations

3.1. Taxation

One of the most significant differences between S corps and C corps is their taxation:

S Corporations: S corps enjoy pass-through taxation, which means that profits and losses are passed through to shareholders and reported on their individual tax returns. This structure can result in potential tax savings for shareholders.
C Corporations: C corps are subject to double taxation. The corporation pays corporate income tax on its profits, and shareholders also pay taxes on any dividends they receive.

3.2. Ownership and Shareholders

S Corporations: S corps have restrictions on the number and type of shareholders. They are limited to 100 or fewer shareholders, and only U.S. residents or citizens can be shareholders.
C Corporations: C corps can have an unlimited number of shareholders, including non-residents and foreign entities.

Choosing the Right Structure for Your Business

4.1. Factors to Consider

When choosing between an S corporation and a C corporation, consider the following factors:

Taxation: If you want pass-through taxation and can meet S corp requirements, it may be a tax-efficient choice. If you anticipate retaining earnings and reinvesting in the business, a C corp might be more suitable.
Shareholders and ownership: The number, type, and location of your shareholders can impact your choice of structure.
Capital needs: If you plan to attract investors or issue multiple classes of stock, a C corporation may be the better choice.
Long-term goals: Consider your business’s growth potential, exit strategy, and whether you want to go public in the future.
4.2. Seek Professional Advice

Choosing the right corporate structure is a complex decision that requires a thorough understanding of your business’s unique circumstances and goals. It’s advisable to consult with legal and tax professionals who can provide personalized guidance based on your specific situation.


The choice between an S corporation and a C corporation has significant implications for your business’s taxation, ownership, and long-term financial goals. Understanding the differences and weighing the advantages and disadvantages of each structure is crucial. By carefully evaluating your business’s needs and consulting with professionals, you can make an informed decision that sets your business on the right path for success. Whether you opt for an S corporation or a C corporation, the right choice will provide a solid foundation for your business’s growth and prosperity.

Whether you’re a property owner, investor, or business owner, Real Estate Law Corporation™ is your trusted partner on the path to legal success. Contact us today to embark on a journey of exceptional legal support. Our team of seasoned attorneys brings decades of experience to every case, demonstrating a profound understanding of real estate law, transactions, litigation, business intricacies, and estate planning. With a proven record of success, our portfolio is adorned with numerous landmark cases that stand as a testament to our dedication, expertise, and commitment to achieving favorable outcomes for our clients.