The C Corporation
By Aaron Larson
August, 2004; Last Reviewed Dec., 2010.
A corporation is a business entity created under state law, which stands as an independent legal "person" apart from its shareholders and directors.
A corporation's owners or shareholders receive the benefit of limited liability for the obligations of the corporation, and are thus ordinarily shielded from the corporation's creditors even in the event that the corporation cannot pay its obligations. There are procedural requirements imposed on corporations which may deter some businesses from opting to incorporate.
Corporations are treated as "C Corporations" unless they elect to be treated as S Corporations.
The C Corporation may become a public corporation, with its shares being bought and sold either through a stock market or "over the counter".
The C Corporation may ordinarily deduct the entire value of the fringe benefits offered to shareholders who also serve as employees.
Unlike an S Corporation, there is no limit on the number of shareholders and shares may be held by people who are neither citizens nor residents of the United States.
There can also be advantages to the C Corporation, in its flexibility to carry corporate losses forward to future tax years.
In some circumstances, corporate profits will be subject to "double taxation", first as corporate income and second as income to the ultimate recipient. For example, if a corporation issues dividends from its profits, it has already paid income tax on that money, but the dividends remain taxable as income to the shareholders.
A C Corporation prepares an annual tax return, deducting its business expenses from revenues in order to determine and declare its taxable income. Generally speaking, the taxable income will be the money the corporation retains at the end of the year for its future needs and operating expenses, and the amount it distributes to its shareholders as dividends.
For some business owners, the corporate tax rate will be lower than their personal marginal tax rate, and they may thus obtain a benefit from having the corporation retain profits taxed at the lower rate. However, as the evaluation of the tax benefits of incorporationg, choosing between an S Corporation or C Corporation, and with limits on the amount of income a corporation may retain, the assessment of any tax benefit is best made with the advice of a qualified financial professional.
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