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What are the Differences Between S-Corp and C-Corp LLC in the USA?

Jul 19, 2023 | USA Accounting

Which one will save you thousands? Choose the right LLC for your business in the USA! Know more about the S-Corp and C-Corp LLC today! Do not miss out on this expert guide to maximizing profits and protecting your assets. Keep reading to come up with the right decision.

USA S-Corp and C-Corp LLC: Main Differences

Are you starting a business in the USA and considering the limited liability company (LLC) structure? Congratulations on taking the first step toward setting up your venture!

However, before diving in, it is essential to understand the differences between an S Corporation (S Corp) and a C Corporation (C Corp) LLC.

While both offer limited liability protection, they have unique features that can significantly impact your business’s tax treatment, ownership structure, and operational flexibility.

So, let’s take a closer look at these distinctions to help you make an informed decision.

S-Corp and C-Corp LLC Tax Treatment

Tax treatment is one of the most critical factors to consider when choosing between an S Corp and a C Corp LLC. Both S Corp and C Corp have different tax implications that can significantly affect the profitability of your business.

S-Corporation (S-Corp)

The S Corp is a pass-through entity. This means that the company itself does not pay federal income taxes.

Instead, the company’s income, deductions, and credits flow through to the individual shareholders, who report them on their personal tax returns. 

This way, the company’s profits and losses are only taxed at the shareholder level, avoiding double taxation.

C-Corporation (C-Corp)

On the other hand, C Corp is subject to double taxation. This means that the company pays federal income taxes on its profits, and shareholders also pay taxes on any dividends they receive.

This can result in higher overall taxes for a C Corp compared to an S Corp, where the same income is taxed twice – at the corporate and individual shareholder levels. 

Do not hesitate to ask for an accountant or tax advisor’s help in exploring the differences in tax treatments of these two LLC structures after considering the other factors.

S-Corp and C-Corp LLC Ownership Structure

The ownership structure of your LLC can significantly impact your business’s management and decision-making processes. Let us see how S Corp and C Corp differ in terms of ownership structure.

S-Corporation (S-Corp)

S Corp has strict ownership requirements. They can only have up to 100 shareholders, who must be U.S. citizens or residents, and only one class of stock is allowed.

All shareholders must have equal rights to the company’s profits and losses and proportionally share in the company’s gains and losses based on their ownership percentage.

Additionally, S Corp cannot be owned by other business entities, such as C Corp or LLCs, which limits the flexibility of the ownership structure.

C-Corporation (C-Corp)

C Corp, on the other hand, offers more flexibility in terms of ownership structure. They can have an unlimited number of shareholders, who can be U.S. citizens, residents, or foreign individuals, and multiple classes of stock are allowed.

With that, C Corp can have different classes of stock with varying rights and privileges, such as voting or non-voting stock, which allows for more flexibility in distributing profits and losses among shareholders.

In addition, C Corp can be owned by other business entities, making it easier to attract investments from various sources.

S-Corp and C-Corp LLC Operational Flexibility

Another important aspect to consider when choosing between an S Corp and a C Corp LLC is the operational flexibility they offer. Let’s discuss how these structures differ in terms of decision-making and operational requirements:

S-Corporation (S-Corp)

S Corp is required to hold regular shareholder meetings, keep formal records, and follow certain corporate formalities, such as adopting bylaws and issuing stock certificates.

This can add administrative burdens and may require additional time and effort to comply with these requirements.

C-Corporation (C-Corp)

C Corp, on the other hand, offers more operational flexibility in terms of corporate formalities, with fewer requirements for meetings and record-keeping.

This can make managing and operating the business easier, especially for larger companies with complex ownership structures or multiple investors.

Frequently Asked Questions

  • What are the main advantages of forming an LLC?

    Forming an LLC can offer several advantages, such as limited liability protection for its owners, flexibility in management structure, and fewer formalities compared to other business structures like corporations.

    Additionally, an LLC can choose how it wants to be taxed, providing some flexibility in optimising tax treatment based on specific business needs and goals.

  • Can foreign investors or non-US residents own shares in an S-Corp or a C-Corp? 

    S Corps have strict requirements for shareholders, and only US citizens or resident aliens can be shareholders.

    C Corps, on the other hand, do not have any restrictions on the nationality or residency of shareholders, making them more suitable for foreign investors or non-US residents.

  • Can an LLC be both an S-Corp and a C-Corp?

    No, an LLC cannot be an S Corp and a C Corp at the same time. An LLC is a separate legal entity and can choose to be taxed as either an S Corp or a C Corp, but not both simultaneously.

    The decision on how the LLC will be taxed should be filed with the IRS using Form 8832.


When it comes to choosing between an S Corp and a C Corp LLC, there is no one-size-fits-all answer. Before making a decision, consult with an accountant or business advisor who can provide expert guidance tailored to your unique circumstances.

Check out Sterlinx Global to help you weigh the pros and cons of each structure.

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