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What Defines a C-Corp?

A C-Corp, short for C-Corporation, is a legal business entity in the United States, structured under Subchapter C of the Internal Revenue Code. C-Corps are distinct from other types of corporate entities, such as S-Corporations or Limited Liability Companies (LLCs), in terms of taxation and regulations.

C-Corps have several key characteristics:

  1. Limited liability: Shareholders in a C-Corp enjoy limited liability, which means their personal assets are protected from the corporation's debts and legal obligations. The corporation itself is held responsible for these obligations.

  2. Separate legal entity: A C-Corp is considered a separate legal entity from its owners or shareholders. It can enter contracts, own property, and sue or be sued in its own name.

  3. Perpetual existence: A C-Corp can continue to exist indefinitely, regardless of changes in ownership or management.

  4. Ownership: Ownership in a C-Corp is represented by shares of stock. These shares can be privately held or publicly traded, depending on the corporation's structure and goals.

  5. Double taxation: One of the primary disadvantages of a C-Corp is double taxation. The corporation is taxed at the corporate level on its net income, and shareholders are taxed again on dividends they receive. This contrasts with entities like S-Corporations and LLCs, which are typically taxed as pass-through entities, avoiding double taxation.

  6. Management structure: C-Corps have a well-defined management structure, typically consisting of a board of directors responsible for overseeing the corporation's affairs and making strategic decisions, and officers responsible for day-to-day operations.

  7. Regulatory compliance: C-Corps are subject to more extensive regulations compared to other business structures, such as regular financial reporting and adherence to corporate governance standards.

C-Corps are a popular choice for businesses that intend to raise capital through the issuance of stock or plan to go public in the future. They can also be beneficial for businesses seeking a more formal management structure and the potential for perpetual existence.

  • Published: Mar 29, 2023
  • Updated: Dec 26, 2023

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This FAQ is for informational purposes only and does not constitute legal advice. We make no representations or warranties about this FAQ's completeness, accuracy, reliability, or suitability. Each legal situation is unique. Always consult an attorney for personalized guidance.

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