Choosing the Right Business Structure: S-Corps, C-Corps and LLCs 

When starting a business, one of the most important decisions entrepreneurs need to make is choosing the right legal structure. The choice between S corporations (S-corps), C corporations (C-corps), and Limited Liability Companies (LLCs) can have major implications for taxation, investments, corporate governance, and the overall trajectory of the business.  

At the New Jersey Innovation Institute, we’re committed to helping businesses in our state grow and thrive. NJII is proud to be a mentorship partner for the NJEDA’s New Jersey Innovation Fellows program. Applications for the next cohort are now open! If selected to join the program, entrepreneur fellows will have to determine the right business structure for their idea. Read on to learn more about the key characteristics, advantages, and challenges which may determine the best option for a business or startup. 

C Corporations (C-corps) 

C-corps are separate legal entities that provide limited liability protection for owners, shielding their personal assets from business debts and legal issues. Some key benefits of the C-corp structure include: 

  • Ability to have an unlimited number of shareholders, enabling significant capital raising through stock issuance. 
  • Perpetual existence that extends beyond the lives of individual shareholders.  
  • Well-established legal framework that can instill confidence in investors and lenders. 

However, C-corps also face some notable challenges, including: 

  • Double taxation, where profits are taxed at both the corporate level and again when distributed to shareholders as dividends. The current corporate tax rate is 21% but proposed to increase to 28%. 
  • Higher regulatory and compliance requirements, including the need for a board of directors, articles of incorporation, and other formalities. This can increase legal and operational costs. 
  • Significant administrative obligations related to taxes and reporting. 

S Corporations (S-corps) 

S-corps provide a way for businesses to avoid the double taxation of C-corps while still maintaining many of the benefits of a traditional corporate structure. Key characteristics include: 

  • Pass-through taxation, where business income and losses flow directly to shareholders’ personal tax returns.  
  • Limits on the number (100) and type of shareholders (individuals, certain trusts and estates, and some tax-exempt organizations). 
  • Required adherence to more stringent corporate governance practices like holding regular meetings and maintaining detailed records. 

Some potential drawbacks of S-corps are: 

  • Strict operational and eligibility requirements that can invite increased IRS scrutiny and risk the termination of S-corp status if violated. 
  • Limitations on allocating profits and losses among shareholders, requiring distributions proportionate to ownership stakes. This can reduce flexibility compared to LLCs. 
  • Administrative and financial burdens associated with incorporation and maintenance, including special tax filings, that may strain very small or lean operations. 

Limited Liability Companies (LLCs) 

LLCs have become an increasingly popular choice for small businesses due to their flexibility and simplicity. Notable features and benefits include: 

  • Pass-through taxation is similar to S-corps. 
  • Fewer corporate formalities and governance requirements. 
  • Flexibility for members to structure financial contributions and profit-sharing arrangements. 

LLC downsides to keep in mind: 

  • Potential for dissolution if a member departs, unlike the continuous existence of corporations. 
  • Requirement for members to pay self-employment taxes on profits. 
  • Less extensive legal precedent to rely on compared to more established corporate forms. 

Which Structure is Right for Your Business? 

Ultimately, the choice between an S-corp, C-corp and LLC depends on your unique business needs and goals. C-corps can be a good fit for businesses aiming to scale quickly and attract major investment capital. S-corps offer a nice balance of tax efficiency and formal structure. 

Meanwhile, LLCs work well for those prioritizing flexibility and simplicity. Startups and small businesses often start out as LLCs before converting to a corporate structure as they grow. Some key factors to consider:  

  • Growth objectives and investment needs  
  • Desired level of operational flexibility 
  • Anticipated legal risks and liabilities 
  • Tax optimization priorities  
  • Administrative capabilities and resources 

You can check out our entrepreneurship webpage and reach out to learn more about our programs and resources for entrepreneurs and innovators.