Information About the California C Corporation

The California C Corporation or C-Corp As it is Known: A Businessperson’s Overview

California C Corporation Taxation

A California C corporation is the default business model for California businesses. C corporations are taxed as separate entities from their owners. Therefore, they do not undergo pass-through taxation. Instead, the income of the California corporation is taxed before being divided amongst shareholders, when the corporation files its own tax return. The income is taxed again when shareholders file individual tax returns after receiving dividends. This is called double taxation, and is not a problem for S – corporations and California LLCs. However, since dividends have already been taxed at the corporate level, they usually qualify for a lower rate of 15 percent upon being taxed at the individual level.

California C Corporation

California C – corporations do enjoy several tax benefits. For example, if a C – corporation pays salaries to employees and managing shareholders, these salaries can be deducted from the company’s taxable income. The primary tax advantage regarding California C – corporations, however, is the ability to control the distribution of your profits, and therefore largely control your taxation. You can do this by keeping money in the corporate bank account and avoiding taxation, until you are ready to distribute the funds the shareholders as dividends.

California C – Corporation Management and Ownership

The California C – corporation follows all management and ownership guidelines listed in the section California Corporation Operation, Management, and Ownership. However, one major distinction exists between S and C – corporations, in that California C – corporations are not limited in the number of owners they can have. Similarly, unlike S – corporations, the owners of California C – corporations are not required to be US citizens or permanent residents.

Who Should Choose a California C Corporation

California C Corporation

Advantages of the California C – Corporation

Although aspects of taxation might make choosing a California C corporation less appealing, this setup offers many advantages, and is ideal for those who wish to operate a medium to large business. Advantages of the California C – corporation include:


  • Easier Access to Venture Capital

    A California C – corporation can make it easier for you to access venture capital to finance additional projects. Venture capitalists are drawn to California C – corporations because of the potential of receiving dividends that are often higher than those they might receive from other business models. Venture capitalists invest in new businesses they believe have the potential to grow significantly and deliver profit. Similarly, venture capitalists may receive tax benefits from investing in a California Corporation, as opposed to a California LLC.
  • Share Shareholder Profits

    A California C – corporation can flexibly share profits between shareholders and the business itself, which can help you strategically control how your California corporation and its owners are taxed.
  • Reduce Medicare & Social Security

    By establishing a California C – corporation, you can reduce the amount of Medicare and Social Security taxes you pay, since you have significant control over the salaries of your shareholders and employees.
  • Reduce Risk of Audits

    Establishing a California C – corporation can reduce the audit risk faced by your business and its owners. Members of a California LLC or owners of an S – corporation are more likely to be audited than a California C – corporation, since the IRS generally scrutinizes individual tax returns closely.
  • Retain Earnings in a Corporate Bank

    As long as California C – corporations remain within reasonable limits, they can retain and accumulate earnings within a corporate bank account from year to year, before undergoing taxation.
  • Many Classes of Stocks

    C – corporations can have many classes of stock, while S – corporations can only have one.
  • Unlimited Number of Shareholders

    California C – corporations can have unlimited shareholders.

  • More Flexibility in Growth & Transfer fo Ownership

    California C – corporations provide entrepreneurs with more flexibility than S – corporations or California LLCs regarding business growth and transfer of ownership.
  • Helps Keep Profits in the Business

    A C – corporation structure can help you keep profits within the business, increasing growth.
  • Acts as a Separate Entity

    If you want your business to act as a separate entity from shareholders and purchase property or land, you may benefit by establishing a California C – corporation.
  • Helps Keep Profits within Business

    A C – corporation structure can help you keep profits within the business, increasing growth.
  • Easier to Offer Stocks to Employees

    Structuring your business as a C – corporation can make it easier to offer stock to employees, in addition to shareholders
  • Easier to Offer Benefits to Employees

    A California C – corporation gives you the option of offering many benefits to your employees and shareholders, providing for needs such as health and life insurance, as well as funding continued education and other work-related costs.
  • Easier to Sell Business

    Many entrepreneurs opt for a California C – corporation because a business established with this structure can be easier to sell.

Disadvantages of the California C – Corporation

A California C – corporation is not ideal for someone who does not wish to operate a large business. Double taxation is probably the biggest deterrent from establishing a California C – corporation. Also, California C – corporations exist as separate tax entities from owners, making tax deductions based on business expenses less feasible.

Please call us at (619) 793-4827 to speak with a California C Corporation Lawyer