When someone thinks of a “corporation”, they are typically thinking of the two big types of corporations: C-Corporations and S-Corporations. While they are similar in many respects, they do have several differences that are noteworthy.
While both types are separate legal entities from their owners (shareholders), only C-Corporations operate as a separately taxed entity from their owners.
This means that the shareholders, employees, owners of a C-corporation pay tax on their personal salary, while the corporate profits are taxed separately (and often at a lower rate). The downside to this is that when the after-tax profit is dispersed as dividends, it is taxed again (although tax laws do change from time to time).
S-corporations are not treated as separate taxable entities like C-Corporations. Because of this, net income is passed through the S-Corporation to the personal income tax of the owner(s).
What does this mean? It means a completely different taxing structure. C-Corporations must file and pay taxes with the IRS, separately from he income/salary/bonuses of the owners and employees. The first $50,000 of taxable corporate income is federally taxed at a rate of 15%, and the next $25,000 is taxed at 25%.
S-Corporations do not face the same taxing burden. Because the profits pass through to the shareholders, the business does not have to file taxes in the traditional way. They simply need to file a form 1120S, which is similar to the filing required for a C-corporation, but it is only an informative document; no corporate income taxes are paid to the IRS for the S-corporation. The owners pay personal income taxes as follows: Compensation (in the form of salaries, bonuses, etc.) is treated as ordinary personal income for federal taxation purposes and are subject to payroll taxes, whereas after compensation corporate net income is distributed to the shareholders in proportion to their share of company ownership and is treated as a non-qualified dividend (i.e. Such income is taxed at the personal income tax rate, but is not subject to payroll or self-employment taxes).
Both corporations are controlled by shareholders – each “share” is actually a tiny stake in the company (i.e.: a common share of stock.) These shareholders have a limited personal liability, meaning they cannot lose more than they invest. It also means that their company will always exist, unless they choose to close it (and assuming that any reporting and tax requirements are met and kept current, and the corporation otherwise stays compliant with the law).
While there are generally no citizenship or residency requirements to be a shareholder of a C-Corporation, this is not the case for an S-Corporation. United States citizens and resident aliens are generally free to own shares, non-resident aliens are barred from ownership in an S-Corporation.
While an S-Corporation can be perceived to have a better personal financial impact, they are subject to restraints that do not bind C-Corporations.
S-Corporations may not:
- Exceed 100 shareholders.
- Have shareholders who are non-resident aliens.
- Have more than one class of stock.
Have shareholders that are other corporate entities; S-Corporation shareholders must be natural persons.
C-Corporations are not subject to these restraints, giving them more room to grow and expand.
Both S and C-Corporations offer positives and negatives. While S-Corporations may have better circumstances with which to profit the principals (in most cases), C-Corporations have more flexibility, allowing them to expand beyond the scope of most S-Corporations.