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C Corp

C Corp

C Corp

The C corporation is considered the pinnacle of incorporation due to its level of liability protection and flexible ownership options. Preferred by investors, the C corporation is the favorite choice for any ambitious entrepreneur. Requirements and costs vary from state to state.

“The easiest way to form your new business!”

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Need more state-specific information to decide which state is best for you?

Common questions

Can I be the only shareholder?

Yes, single-owner corporations are allowed. However, be aware that regardless of the number of shareholders, the legal requirements placed upon corporations do not change. This means that as a single shareholder, you will still be required to hold and keep evidence of annual shareholders' meetings as well as keep in place company bylaws and issue stock certificates.

What is a corporation?

As opposed to other types of business entities, a corporation has a separate and distinct legal existence from its owners. The law treats corporations as if they are people, allowing them to take on liabilities, enter into contracts, sue and be sued in their own names, and pay taxes separately from their owners, which are called shareholders.

Because of this trait, corporations may continue in existence indefinitely. Therefore, corporations only end when they are legally dissolved under state law, not when the owners change or die.

The last important characteristic of corporations is that their owners have limited liability. This means that the owners may not be held personally liable for their company’s debts unless they agree. Instead, the corporation itself is responsible for repaying debts as well as paying off any legal judgments that may be awarded against it.

How is a C corp taxed?

Unlike S corps which allow pass-through taxation, C corps are traditional entities that are taxed at the corporate level. This means that any profits realized by the C corp are taxed, and then any profit distributions to the shareholders are then taxed on a personal level.

Although double taxation may seem like a burden, C corps do have their advantages. In general, corporate tax rates tend to be lower than personal tax rates. Also, C corps are capable of retaining profits instead of being required to pass them on to shareholders.

What documents are necessary to form a corporation?

Formation
To form a corporation, you are required to complete the articles of incorporation and file it with the Secretary of State where the business is located. Some states call this document the certificate of incorporation.

Governance
Once you have legally incorporated, there are optional documents that can help govern your business. The most important governing documents are meeting minutes, bylaws, and shareholder agreements.

When you hold meetings of the board of directors, you should keep minutes of the board of directors.

Bylaws set forth the basic rules and procedures for running the corporation.

A shareholder agreement is a binding agreement between shareholders that defines their rights and obligations. Although this is an optional document, it will outline each shareholder’s distribution rights, voting rights, management rights and responsibilities, and more.

Ownership
Since corporations have shareholders, you should keep records demonstrating the number of shares owned by each person or entity. A stock certificate records issuance of stock to shareholders, who may then use the certificates as evidence of stock ownership.

Why is Delaware a popular state for incorporation?

Despite its size, Delaware has a huge reputation for having created a business-friendly environment for corporations. The years of favorable treatment have created a large body of statutory and case law providing many protections for business owners and a level of predictability that makes many investors see the state as a major benefit.

Delaware has a separate court, called the Court of Chancery, which only hears corporate law cases. Because the judges are so well versed in such issues, they can often decide cases quickly, without the need for a jury. This can go a long way to saving valuable time and legal expenses.

Delaware also does not collect taxes from businesses that do not transact business within the state and does not tax royalty payments or intangible assets. It also does not collect state or local sales taxes on businesses that do operate within the state, but does tax gross receipts on sellers of goods and providers of services. These policies as a whole may result in significant tax savings for some businesses.

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