C-Corporations are the oldest and probably most common type of large domestic company. Many product and services that people come across daily are provided by corporations.
And while Limited Liability Companies are a newer entity type than C-Corporations, they offer unique differences that the C-Corporation cannot provide (and vice versa), and in recent years have often become the entity type of choice for newer and smaller businesses.
One of the primary differences between the two is from the taxing standpoint. C-Corporations are subject to corporate income taxes that are completely separate from their owner(s). Because of this, C-corporations have a greater and more complex tax reporting responsibility than most companies.
This differs from an LLC, which passes profits through to the owner(s), who are then subject to only personal income tax (i.e. The LLC does not pay federal income taxes to the IRS, unlike a C-corporation). This helps avoid double taxation, which C-corporations may have to face if they pay dividends to their shareholders (the corporate income is taxed, and then, if the net income that is left after taxes is distributed to the shareholders, it is then taxed at the personal level at the prevailing dividend tax rate.
While this may seem like an advantage for an LLC, that is not always the case. Because of the Pass through” of profits, LLC owners must pay self employment taxes on profits in addition to their personal income taxes.
A second major difference between LLCs and C-Corporations is that of the ownership structure.
C-Corporations have sort of a hierarchal structure. Power is divided between stockholders, who then hire/appoint directors that make the overall decisions for the corporation, who in turn hire/appoint officers to run the day to day operations of the company. Stockholders with more shares are rewarded with more voting influence and profits.
While this is a standard for most C-corporations, it is not the case with an LLC.
LLCs are structured essentially like a partnership (or a sole proprietorship in the case of a single member/married couple LLC), but with the limited liability protection, similar to a corporation. Members (the generic term used for the owners of an LLC) run the company and make all decisions. The division of ownership, as well as the distribution of the profits (which may be the same or different from the distribution of ownership) as well as most other matters are decided by private agreement amongst the owners.
With an LLC, the owners make the rules in regards to profit distribution and power. A 5% shareholder could reap larger profits if the other owners deem it fair. Thus, and this is in general terms, LLCs are typically a better choice for smaller companies where only a few principals and workers are involved.
Also, an LLC doesn’t need multiple owners to exist; only one member is required in order to have an LLC by all states.
LLCs are also not required to hold corporate and shareholder meetings, which are a requirement for C and S Corporations.
They both have their distinct uses. In general terms, a C-Corporation may be a better choice for a larger entity with more shareholders, and it is also the best choice if there are plans to of equity ownership to a larger number of owners, whether in terms of private placement or taking the company public and having it listed on a stock exchange.
However, this also means a tiny C-corporation stockholder who contributes beyond his or her percentage of ownership will not be rewarded anything beyond what he or she would have normally received (unless the shareholder is compensated with salary or bonuses).