How to Tell if a Company Is an S Corp or a C Corp

You’ve heard people talk about “S corporation” and “C corporation,” but the jargon doesn’t make much sense to you.

These letters, S and C, actually carry big implications for how businesses work, how they’re taxed, and how they run.

In this guide, we’re here to demystify the differences between S corps and C corps, so you can confidently navigate your financial choices and better understand the organizations you’re involved with. It’s time to unravel the corporate alphabet!

What Is an S Corporation?

An S corporation, often referred to as an S corp, is a specific tax designation granted by the Internal Revenue Service (IRS) to eligible corporations. The defining feature of an S corp is its pass-through taxation. 

This means that profits and losses are not taxed at the corporate level; instead, they “pass through” to the shareholders, who report them on their individual tax returns. S corps are limited to 100 shareholders and can only issue one class of stock.

What Is a C Corporation?

In contrast, a C corporation, or C corp, is the default corporate structure. It is the most common type of corporation in the United States. 

C corps are subject to double taxation, where the corporation’s profits are taxed at the corporate level, and then any dividends distributed to shareholders are taxed again at the individual level. C corps have no restrictions on the number or type of shareholders they can have and can issue multiple classes of stock.

How to Determine if a Company is an S Corp or C Corp

Once you recognize the significance of distinguishing between S corporations (S corps) and C corporations (C corps), the next step is to understand how to determine the classification of a specific company. 

This section will guide you through the various methods for making this determination.

Reviewing Legal Documents

One of the most reliable ways to ascertain a company’s classification is by examining its legal documents, which can reveal critical information. Here’s what to do:

Articles of Incorporation

The Articles of Incorporation are foundational documents that provide insight into the company’s structure and tax status. You can typically obtain these documents from the state’s Secretary of State office, where the company is registered. Look for any mention of S corp or C corp status.

Bylaws

Bylaws are internal rules and regulations that govern the company’s operations. These documents may contain details about the corporate structure and tax treatment, helping you determine whether it’s an S corp or C corp.

Contacting the Company

Direct communication with the company can also yield valuable information about its tax status.

Reaching Out to the Company

Reaching out to the company directly can be an effective method. You can contact their management or legal department to inquire about their corporate structure and tax election.

Inquiring With the IRS

If you’re uncertain after reviewing legal documents or speaking with the company, you can contact the Internal Revenue Service (IRS). They can provide confirmation regarding a company’s tax status.

Online Resources and Databases

In the digital age, online resources and databases are invaluable tools for research. Here’s what to do:

Using Online Business Registries

Various online business registries and databases are available, such as those provided by state governments or private entities. These resources often contain information about a company’s legal structure and tax election.

IRS EIN Lookup Tool

The IRS EIN (Employer Identification Number) Lookup Tool is a convenient online tool that allows you to search for a company’s EIN. While the EIN itself won’t explicitly state the company’s tax status, it can provide clues that help you determine whether it’s an S corp or C corp

Importance of Knowing the Type

Understanding whether a company is an S corp or a C corp holds significant importance for various reasons, primarily revolving around legal and financial implications.

Legal and Tax Implications

Knowing a company’s tax status can greatly impact your own tax liability, especially if you are an investor, shareholder, or stakeholder in the company. The choice between S corp and C corp status can influence the amount of taxes you owe and the way profits are distributed.

Operational Differences

Operational differences between S corps and C corps can also affect how a business is run. For example, C corps may have more flexibility in terms of ownership and stock classes, while S corps are limited in these aspects. 

Additionally, S corps may have specific requirements, such as having U.S. resident shareholders.

Key Differences Between S Corps and C Corps

When comparing S corporations (S corps) and C corporations (C corps), it’s crucial to understand the key differences that set these two business entities apart. 

These differences revolve around ownership and shareholders, taxation, as well as reporting and compliance requirements.

Ownership and Shareholders

Ownership structure is one of the fundamental distinctions between S corps and C corps. Let’s delve into the specific requirements and structures for each.

S Corp Ownership Requirements

In an S corp, there are strict ownership requirements that must be met to maintain its status. These requirements include:

Limited Number of Shareholders: S corps can have no more than 100 shareholders. This limitation ensures that they remain relatively small entities.

Individual and Certain Trusts: Shareholders in an S corp must be individuals or specific types of trusts. Corporations, partnerships, and non-resident aliens are generally not eligible shareholders.

Single Class of Stock: S corps can only have one class of stock. This means that all shareholders have equal rights to distributions and voting power.

 C Corp Ownership Structure

C corps, on the other hand, offers greater flexibility in their ownership structure:

Unlimited Shareholders: There is no maximum limit on the number of shareholders a C corp can have. This makes them suitable for larger companies with diverse ownership.

Varied Types of Shareholders: C corps can have individual shareholders, other corporations, partnerships, and non-resident aliens as shareholders.

Multiple Classes of Stock: C corps can issue multiple classes of stock with varying rights and privileges. This flexibility can be advantageous for attracting different types of investors.

Taxation

Taxation is another critical area where S corps and C corps differ significantly. Let’s explore the tax implications of each structure.

Taxation of S Corps

Taxation of S coros include:

Pass-Through Taxation: S corps enjoy pass-through taxation. This means that the corporation itself does not pay federal income taxes. Instead, the profits and losses “pass through” to the individual shareholders, who report them on their personal tax returns.

Avoiding Double Taxation: S corp shareholders can potentially avoid double taxation, which is common in C corps. They are only taxed at the individual level on their share of the company’s income.

Taxation of C Corps

Here is the C cops taxation:

Double Taxation: C corps are subject to double taxation. This means that the corporation itself is taxed on its profits, and when dividends are distributed to shareholders, those dividends are taxed again at the individual level.

Lower Corporate Tax Rates: However, C corps may benefit from lower corporate tax rates, especially with recent changes in tax law.

Reporting and Compliance

Both S corps and C corps have reporting and compliance requirements that must be met to maintain their legal status. These requirements are:

S Corp Reporting Requirements

• S corps must file Form 1120S with the IRS to report their income, deductions, and credits.
• Shareholders receive a Schedule K-1, which details their share of income, losses, deductions, and credits.

C Corp Reporting Requirements

• C corps must file Form 1120 with the IRS to report their income, deductions, and credits.
• Shareholders of C corps are not directly responsible for corporate tax filings but must report any dividends they receive on their personal tax returns.

Common Scenarios and Exceptions

In the realm of business entities, it’s important to acknowledge that there are certain common scenarios and exceptions that may complicate the straightforward classification of a company as either an S corporation (S corp) or a C corporation (C corp). 

Let’s explore these special cases and exceptions.

Hybrid Entities

Hybrid entities are a special case that blurs the lines between S corps and C corps. These entities may have elements of both structures. 

For instance, a Limited Liability Company (LLC) can choose to be taxed as an S corp or a C corp, depending on the preferences of its owners. This hybrid nature allows for greater flexibility in taxation and ownership structure.

Conversions and Elections

In some situations, companies may start as one entity type and later choose to convert or elect a different tax status. 

For example, an S corp may outgrow the 100-shareholder limit and opt to become a C corp. Conversely, a C corp may meet the eligibility criteria and decide to elect S corp status for pass-through taxation. 

These conversions and elections are possible but require adherence to specific IRS guidelines and processes.

Conclusion

Understanding the differences between S corps and C corps is vital for anyone involved in the business world. Whether you’re a shareholder, investor, or business owner, making smart choices about a company’s tax structure and legal status is key.

Being able to spot if a company is an S corp or C corp, and dealing with any special cases or exceptions, can seriously affect your financial and operational strategies. When things get tricky, don’t hesitate to get professional advice, especially for complex situations like conversions and elections.