20+ Difference Between S Corp and C Corp

The C corporation is the standard (or default) business entity in accordance with IRS requirements. A corporation that has chosen a unique tax status with the IRS is known as an S corporation, and as a result, it enjoys various tax benefits.

Both business forms have names derived from the provisions of the Internal Revenue Code under which they are classified. 

C companies are subject to Subchapter C taxation, whereas S corporations are subject to Subchapter S taxation. To elect S corporation status while creating a corporation, The IRS should complete form 2553, and all Shareholders’ criteria must be met.

Comparison between S corp and C corp

ParameterS corpC corp
LiabilityLimited responsibility for shareholders, directors, and executives.Limited responsibility for all directors, executives, and stockholders.
Shareholders100 maximum stockholders is the cap.There are no restrictions on how many shareholders there can be.
RestrictionsOnly U.S. citizens, permanent residents, some domestic trusts, estates, and tax-exempt organizations are permitted to hold shares, according to strict shareholder rules. Corporations and partnerships are not permitted to own S-corp shares.No limitations on the nations of origin or corporate statuses of shareholders.

Major Differences Between S Corp And C Corp

What exactly is an S corp?

Its most distinctive feature is the so-called “pass-through” tax structure that an S-corp offers. S-corps are not subject to the federal corporate income tax; dividend income is solely subject to personal income tax.

This implies that business losses can be used to offset profits from other sources, provided shareholders can fulfill certain requirements.

S-corps enjoy the same liability defenses that come with being treated as a separate legal entity with corporate status.

A company that may otherwise seek the status may be disqualified or deterred by a variety of onerous requirements to function as an S-corp. S-corporations are limited to 100 stockholders, which disqualifies businesses seeking to go public.

Individuals are primarily prohibited from owning property and must also be citizens or legal residents of the United States. 

S corp Key Differences

  • Limited responsibility for shareholders, directors, and executives. One hundred maximum stockholders are the cap.
  • Pass-through taxes prevents C-corps from being taxed twice. Stock may only be of one kind.
  • Only U.S. citizens, permanent residents, some domestic trusts, estates, and tax-exempt organizations are permitted to hold shares, according to strict shareholder rules. 
  • Corporations and partnerships are not permitted to own S-corp shares.
  • In rare circumstances, corporate losses may be transferred to the owners.
  • Similar to a C-corp, the firm has an independent existence from its stockholders, allowing it to continue operating even if important shareholders leave.
  • More challenging than C-corps to get equity financing.
  • Instead of quarterly, file your taxes annually.
  • Increased IRS scrutiny, particularly in relation to the ratio of compensation payments to dividends.

What exactly is a C corp?

The most typical corporation tax classification is a C-corp. Like the S-corp, it is taxed under a specific Internal Revenue Code chapter, which gives rise to its name.

The main characteristics that distinguish an S-corp from a C-corp are tax obligations. A C-corp must submit a federal return (Form 1120), which the IRS requires, in order to pay the corporate income tax. 

Any gains from dividends or stock sales are then subject to personal income taxes at the individual level by shareholders.

Due to the “double taxation” resulting from this arrangement, dividends are subject to corporate and individual taxes. Shareholders of C-corps are not permitted to deduct corporate losses from other income on their personal income statements.

C corp Key Difference

  • Limited responsibility for all directors, executives, and stockholders. 
  • Double taxation occurs when profits and gains are taxed twice: once under a corporate income tax and once more as shareholders’ personal income.
  • There are no restrictions on how many shareholders there can be.
  • No personal write-offs are allowed.
  • This means that shareholders cannot deduct company losses from their personal income tax returns in the same way as certain S-corp shareholders and members of other corporate entities may.
  • No limitations on the nations of origin or corporate statuses of shareholders
  • Compared to other company models, corporations have a more rigid structure and need more money and effort to manage.
  • Easier than S-corps or other business formats to obtain equity finance.
  • Can issue many stock classes.

Contrast Between S Corp and C Corp


  • S corp- The C corporation is the usual (or default) business, as per IRS laws. S corporations are businesses that have chosen a special tax status with the IRS and, as a consequence, benefit from a number of tax advantages.

    Both business forms are named after the provisions of the Internal Revenue Code that they come under. Unlike C businesses, which are taxable under Subchapter C, S companies are.

    When incorporating a business, Form 2553 must be submitted to the IRS along with the necessary paperwork in order to select S corporation status.
  • C corp- C corporations are distinct taxable entities. They pay taxes on a company level and submit a corporation tax return (Form 1120).

    Double taxation may apply to business owners who receive corporate revenue through dividends, which are seen as personal taxable income. Dividend taxes must initially be paid on corporate income before paying individual income taxes.


  • S corp- No more than 100 shareholders may make up an S company. To qualify for ownership, one must be an American citizen or a natural person with a U.S. passport.

    Holding shares in such a firm is thus not permissible for artificial organizations like trusts and other companies. Due to the restriction on the distribution of more than one class of stock, each shareholder has an equal number of votes.
  • C corp- On the other hand, C companies are allowed to list an unlimited number of shareholders. The shareholders’ voting rights may be separated to facilitate the implementation of alternative profit-sharing systems.

    For businesses looking to acquire capital through intricate vehicles like initial public offerings, such a strategy is ideally suited (IPOs).


  • S corp- Smaller or newer businesses that desire to avoid the double taxation impact used by the C Corp form are better suited for the S classification. Most new businesses anticipate operating at a loss during their first few years.

    The S structure is especially beneficial since it allows owners to utilize the above deficits to reduce their earnings and overall tax liability.
  • C corp- While converted firms are recognized under federal law, certain states do not recognize S status and thus can still be subject to C status taxation. Before switching between corporate formats, an in-depth study of local laws must be done.

Frequently Asked Questions (FAQs)

Q1. How are the S corp and a partnership different?

A partnership is made up of at least two persons who run a business together. An S corporation is an LLC or company that chooses to have its profits and losses pass through to its owners rather than being taxed differently.

What is the difference between a partnership and LLC?

A single person can create an LLC, but many people are needed to create a partnership. Legally speaking, an LLC is distinct from its owners.

The partners do not constitute a separate legal entity in a partnership business. An LLC can be created by submitting the “Articles of Organization” to the secretary of state’s office.

What does LLC stand for, and what does it do?

A limited liability corporation (LLC) is a type of business structure that provides pass-through taxes and limited liability protection.

Like corporations, LLC owners are not considered to be part of the LLC’s legal existence. As a result, owners are frequently exempt from liability for the debts and obligations of their company.

What are the advantages of an LLC?

The company’s limited liability status is its biggest benefit. The business is a legitimate, independent entity.

These shield members and owners from being held personally responsible for the company’s activities and obligations.

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