S Corporations v. C Corporations

S Corporations v. C Corporations in California

In the vibrant and diverse business landscape of California, it is crucial for entrepreneurs and business owners to understand the distinct differences between S corporations and C corporations. These two types of corporations offer unique advantages and considerations that can significantly impact a company’s tax obligations, ownership structure, and growth potential. By grasping the nuances of S corporations and C corporations, business owners can make informed decisions that align with their specific goals, whether it’s maximizing tax benefits, accommodating a flexible ownership structure, or accessing various funding opportunities. Having a clear understanding of these differences empowers entrepreneurs to select the most suitable corporate structure and position their businesses for long-term success in the competitive California market. The following outlines some key distinctions and similarities between S corporations and C corporations.



  • C corporations: Subject to double taxation, where the corporation pays taxes on its profits, and shareholders pay taxes on dividends received.
  • S corporations: Enjoy pass-through taxation, where profits and losses pass through to shareholders’ personal income tax returns, avoiding double taxation.

Eligibility and Restrictions

  • S corporations: Must meet eligibility requirements, such as having no more than 100 shareholders, being a domestic corporation, and having only allowable shareholders (individuals, certain trusts, and estates).
  • C corporations: No restrictions on the number or type of shareholders, providing more flexibility in ownership structure.

Shareholder Limitations

  • S corporations: Limitations on shareholders, including restrictions on non-resident alien shareholders and certain trusts and partnerships.
  • C corporations: Can have a broader range of shareholders, including foreign individuals and entities.

Fringe Benefits

  • S corporations: Shareholders who own more than 2% of the stock may face limitations on certain tax-advantaged fringe benefits.
  • C corporations: Can provide these benefits to all employees and shareholders without restrictions.

Losses and Deductions

  • S corporations: Pass through losses to shareholders, who can use them to offset other income on their personal tax returns, subject to certain limitations.
  • C corporations: Can retain and carry forward losses within the corporation, potentially offsetting future profits.

Corporate Structure and Formalities

  • Both S corporations and C corporations require similar corporate formalities, such as adopting bylaws, holding regular meetings, and maintaining accurate corporate records to comply with state regulations and maintain their separate legal status.
  • Preferred Stock
  • C corporations: Have the flexibility to issue different classes of stock, such as preferred stock, with special rights and preferences.
  • S corporations: Limited to a single class of stock, offering less flexibility in structuring ownership interests.

Investor Appeal

  • Depending on investor goals, preferences, and investment strategies, the corporate structure can impact investor appeal, with some favoring the flexibility and potential for capital growth associated with C corporations, while others appreciate the pass-through taxation and simplicity of S corporations.

Conversion and Tax Considerations

  • Converting from an S corporation to a C corporation, or vice versa, is possible but can have significant tax implications. Consultation with a tax professional and legal counsel is essential when considering a conversion.

Experienced General Counsel for Various Industries

At Real Estate Law Corporation, we proudly serve as trusted general counsel for a diverse range of businesses and companies across California. Our extensive experience extends to multiple industries, including but not limited to:

  • Development Companies
  • Construction Companies
  • Real Estate Investors
  • Property Management Companies
  • Medical Practices
  • Franchised Businesses
  • Hotels
  • Motels
  • Gas Stations
  • Truck Stops
  • Trucking Companies
  • Convenience Stores
  • Liquor Stores
  • Salons
  • Quick Service Restaurants
  • Full-Service Restaurants
  • Car Washes
  • Bars
  • Cafes
  • Laundromats
  • Auto Body Shops and more

We understand the unique legal challenges and industry-specific regulations that businesses in these sectors face. With our in-depth knowledge and tailored approach, we provide comprehensive legal counsel to support your specific needs, whether you require assistance with contracts, compliance, employment matters, licensing, dispute resolution, or other legal issues relevant to your industry. Our goal is to help you navigate the intricacies of the law, protect your business interests, and promote your long-term success.

By entrusting us as your general counsel, you gain access to our dedicated team of experienced attorneys who are committed to providing practical legal solutions tailored to your industry. We prioritize open communication, responsiveness, and a deep understanding of your business operations, enabling us to provide proactive and strategic legal guidance. Our comprehensive approach allows you to focus on running and growing your business with the confidence that your legal matters are in capable hands.

Consult with Legal and Tax Professionals

We strongly recommend consulting with experienced legal and tax professionals who can assess your unique circumstances, explain the key distinctions between S corporations and C corporations. and provide guidance in selecting the most suitable corporate structure for your business goals and needs. At Real Estate Law Corporation, we regularly counsel California businesses and help them navigate the differences between S corporations and C corporations. Contact us today to schedule a consultation and receive personalized guidance tailored to your specific business requirements.

Contact Us

Please contact us to schedule a consultation with one of our attorneys.