S Corp vs. C Corp: Choosing the Right Business Structure

The choice of business structure is a pivotal decision for entrepreneurs, startups, and established companies. S Corporations (“S Corps”) and C Corporations (“C Corps”) come with distinct advantages and limitations. 

What is an S Corporation (S Corp)?

An S Corp is a specific tax classification granted by the Internal Revenue Service (“IRS”). Unlike C Corps, S Corps are pass-through entities and are not subject to double taxation. With an S Corp, business profits and losses are reported on the individual tax returns of the owners or shareholders. This taxation structure can help businesses minimize tax liabilities and foster economic efficiency.

When Should an S Corp Be Considered?

An S Corp may be an ideal choice under various circumstances:

• Self-Employment Tax Savings: S Corp owners can categorize their income in two ways: as salary and as distributions. By doing so, they may lower their self-employment tax liability because only salary income is subject to these taxes.
• Tax Efficiency: An S Corp is particularly suitable for small to medium-sized businesses aiming to minimize tax obligations. The pass-through taxation structure ensures that profits are reflected on the owners' tax returns, avoiding corporate-level taxation.

What is a C Corp?

A C Corp is a traditional business structure in which the business itself is a distinct legal entity. It can have an unlimited number of shareholders, who can include both U.S. and non-U.S. residents. C Corps are subject to corporate income tax, and when profits are distributed to shareholders in the form of dividends, those shareholders are subject to individual income tax, resulting in two layers of taxation.

When Should a C Corp Be Considered?

C Corps may be the preferred choice under various scenarios:

• Access to Capital Markets: If your business has plans to go public or attract a large number of investors, C Corp status is often more attractive. The ability to issue multiple classes of stock and accommodate numerous shareholders is beneficial in such cases.
• Corporate Tax Benefits: While double taxation is a potential disadvantage, C Corps may still benefit from certain corporate tax deductions and credits unavailable to S Corps.
• Retained Earnings: C Corps can have earnings within the business, allowing for investment in growth and expansion without immediately triggering individual tax liability for shareholders.

In conclusion, an S Corp offers benefits related to pass-through taxation, limited liability, and flexibility in managing self-employment taxes, making it well-suited for smaller or closely-held enterprises. Conversely, C Corps provide flexibility in ownership and access to capital markets and are preferred for businesses planning to go public. 

The choice between an S Corp and a C Corp should be carefully considered with the advice of both tax and legal counsel.