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What is a C-Corporation?

C-corps are generally the larger, more established companies in the country – most publicly-traded companies are C-corps.

C-Corporations are companies which, as opposed to S-Corporations, are subject to federal income tax entirely separately from their owners. In addition, the earnings (or losses) are distributed among the shareholders (usually as dividends) and will appear on their individual income tax reports. This is the double-taxation for which C-corps are infamous.

The “C” comes from the subchapter of the Internal Revenue Code where the taxation laws are outlined. You can change the status of your corporation from an S-Corporation to a C-Corporation or vice-versa, but you can do it only once in the lifetime of the corporation.

C-corporations must satisfy a few criteria by which they are defined, such as being a perpetual entity that ideally can and will outlive any of the individual shareholders. They can also be privately held instead of publicly traded.

Each state has different laws regarding the requirements for a corporation’s structure, but most C-corps must have shareholders, a board of directors, officers, and a resident agent (attorney). There is crossover allowed between these categories in some cases, such as eliminating the board requirement if there are few shareholders that act in a similar capacity. Publicly traded companies must file quarterly reports with the SEC.

More-so than the other types of business entities, C-corps offer significant protection from debt and legal liability to the owners, shareholders, and officers.

Keywords: Securities and Exchange Commission (SEC), shareholders, liability, S-Corp, C-Corp, publicly-traded companies, privately-held companies, corporations,
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