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Choosing Between a California C-Corporation and S-Corporation: A Guide for Business Owners

Rokita Law

Confused about C-Corporation vs. S-Corporation? Starting a business in California requires you to decide on a business structure. Two popular choices are C-Corporation vs. S-Corporation. Both of these types of corporations offer limited liability protection to their owners, but there are several differences between them. In this blog post, we’ll explore the differences between a C-Corporation vs. S-Corporation to help you decide which is best for your business. As always, we recommend consulting with a business formation lawyer in Los Angeles to ensure that you are making the best decision for your business.

C-Corporation Overview | C-Corporation vs. S-Corporation

Shareholders own a C-Corporation, which is a distinct legal entity. This type of corporation offers limited liability protection to its owners, which means that the shareholders are not personally liable for the corporation’s debts or legal liabilities. One of the biggest benefits of a C-Corporation is that it has unlimited growth potential, which makes it attractive to investors. It also offers a variety of tax benefits, such as the ability to deduct employee salaries and benefits, and the ability to carry over net operating losses.

S-Corporation Overview | C-Corporation vs. S-Corporation

Shareholders own an S-Corporation, which is a distinct legal entity, subject to a different tax structure than a C-Corporation. Unlike a C-Corporation, an S-Corporation’s income, losses, deductions, and credits flow through to the shareholders’ personal tax returns. This means that the corporation itself does not pay taxes on its income, but the shareholders are responsible for paying taxes on their share of the corporation’s income. To qualify for S-Corporation status, the corporation must meet certain requirements, such as having fewer than 100 shareholders and only issuing one class of stock.


C-Corporations have no limitations on the number of shareholders they can have, and anyone can own shares in the corporation, including individuals, other corporations, and foreign entities. On the other hand, S-Corporations limit their shareholders to 100 individuals who must be U.S. citizens or residents. Furthermore, S-Corporations can only issue one class of stock, which means that all shareholders must have the same voting rights and receive the same distributions.

Taxation | C-Corporation vs. S-Corporation

The difference in taxation is one of the most significant contrasts between a C-Corporation and an S-Corporation. C-Corporations are treated as separate entities and therefore, are responsible for paying taxes on their income, while shareholders pay taxes on the dividends they receive. This is practice is commonly known as “double taxation.” On the other hand, S-Corporations function as pass-through entities, which means that the corporation does not pay taxes on its income. Instead, the corporation’s income, losses, deductions, and credits pass through to the shareholders’ personal tax returns. As a result, there is only one level of taxation.

Management Structure

Another key difference between C-Corporations and S-Corporations is the management structure. C-Corporations have a traditional management structure, with a board of directors that oversees the corporation’s operations and hires officers to manage the day-to-day affairs of the corporation.In contrast, a board of directors is a requirement for S-Corporations, but they do not have to maintain officers. Instead, the shareholders manage the corporation’s affairs directly.


Deciding whether to form a California C-Corporation or an S-Corporation depends on your specific business needs and goals. Both types of corporations offer limited liability protection to their owners, but they differ in terms of ownership, taxation, and management structure. It’s important to consult with a business lawyer in Los Angeles to ensure that you are making the best decision for your business. By understanding the differences between these two types of corporations, you can make an informed decision that will help your business thrive.

Rokita Law-Trusted Business Lawyers in Los Angeles

Amanda Rokita’s expertise, knowledge, and experience in business litigation instill confidence that Rokita Law is handling your legal matters with the utmost care. Our committed team of experienced professionals provides the best possible service, ensuring that your case is in good hands. As an experienced litigator, Amanda has a dynamic approach to representing clients and handling her cases.

If you’re looking for help to navigate through any legal disputes involving your business or property, call upon the trusted name of Rokita Law today! Our team will be more than willing to assist you every step of the way. Don’t take on tough business litigation alone – involve the help of an attorney who knows how to get results. Involved in a business dispute? Call Rokita Law! Schedule a consultation today to see how our team can help you navigate the complex world of business litigation.

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