Obligations you need to know about C-Corp


Whilst we have previously examined the general nature and benefits of a C-Corporation (C-Corp), it is also necessary to examine  taxation, compliance and regulatory issues relating to C-Corps.

Understanding the tax structure of a C-Corp

The tax structure of a C-Corp is a key consideration for businesses considering this entity type. Understanding how C-Corp taxation works is crucial for proper financial planning and decision-making. 

C-Corps are generally subject to corporate income tax at both the federal and potentially the state level. The corporation files its own tax return, Form 1120, with the Internal Revenue Service (IRS). The corporate tax rate is generally a flat rate, although it may vary depending on taxable income thresholds and changes in tax laws. 

It is generally thought that a notable aspect of C-Corp taxation is the potential for double taxation. This is because after the corporation pays income tax on its profits, any dividends distributed to shareholders are also subject to individual income tax. This means that the same profits are taxed twice: at the corporate level and at the individual shareholder level. However, not all profits are necessarily distributed as dividends, and the retained earnings within the corporation are not immediately subject to individual taxation. Accordingly, it should be noted that C-Corps have the ability to retain earnings within the company, allowing them to reinvest in the business or save for future needs. Retained earnings are taxed at the corporate tax rate but are not subject to individual taxation until distributed as dividends. This can provide some flexibility in managing tax liabilities and reinvesting in the corporation’s growth.

Before the imposition of the corporate income tax, C-Corps can deduct various business expenses to reduce their taxable income. These deductions may include salaries, employee benefits, rent, utilities, marketing costs, business equipment, and professional services. By maximising deductible expenses, C-Corps can lower their overall tax liability.

Corporate tax rates and deductions for a C-Corp

Primarily, under the Tax Cuts and Jobs Act (TCJA) 2017, a C Corporation’s profits are taxed at the flat 21% corporate income tax rate. Legally, C-Corps can deduct various business expenses to reduce their taxable income. These deductions are essential for lowering the corporation’s overall tax liability. Common deductible expenses for C-Corps include:

  • Salaries and Employee Benefits: C-Corps can deduct reasonable salaries and benefits paid to employees, including health insurance, retirement plans, and other employee welfare programs.
  • Rent and Utilities: Expenses related to office space, rent, utilities, and other necessary facilities can be deducted.
  • Marketing and Advertising: Costs associated with marketing campaigns, advertising expenses, and promotional activities are generally deductible.
  • Depreciation and Amortization: C-Corps can deduct the cost of capital assets, such as machinery, equipment, and buildings, over their useful lives through depreciation or amortization deductions.
  • Interest Expenses: Interest paid on business loans and credit lines may be deductible, although limitations and restrictions may apply.
  • Professional Services: Fees paid to attorneys, accountants, consultants, and other professionals for business-related services are generally deductible.
  • Business Travel and Entertainment: Expenses incurred during business travel, including transportation, meals, and lodging, can be deductible. However, strict documentation and substantiation requirements must be met.

C-Corps can also carry forward Net Operating Losses (NOLs) to offset future taxable income. NOLs occur when deductible expenses exceed taxable income. C-Corps can use NOLs from prior years to reduce taxable income in future years, potentially reducing or eliminating tax liability. The Tax Cuts and Jobs Act 2017 limited the NOL deduction to 80% of taxable income and eliminated the ability to carry back NOLs for most C-Corps.

In addition, C-Corps may also be eligible for various tax credits, which directly reduce their tax liability. Common tax credits include research and development (R&D) credits, investment tax credits, and renewable energy credits. Tax credits are typically subject to specific requirements and limitations, and their availability can vary depending on federal and state laws.

Double taxation in C-Corps and how to mitigate it

As noted above, double taxation is a key consideration for C-Corps as it can significantly impact the after-tax profits of the corporation and its shareholders. However, there are strategies that can be employed to help mitigate the impact of double taxation. Some of the common methods iclude:

  1. Salary and Compensation: Instead of distributing all profits as dividends, C-Corps can allocate a portion of the earnings as salaries and compensation to employees, including the owners or shareholders who are actively involved in the business. By doing so, these amounts can be deducted as business expenses, reducing the C-Corp’s taxable income and ultimately lowering its tax liability.
  2. Retained Earnings: Rather than immediately distributing all profits as dividends, C-Corps can retain some earnings within the company. Retained earnings are not subject to individual taxation until they are distributed as dividends. By reinvesting profits back into the business, C-Corps can finance growth, fund expansion projects, or make capital investments while deferring the individual tax liability.
  3. Conversion to S-Corp or LLC: C-Corps can potentially avoid double taxation by converting to an S-Corporation (S-Corp) or Limited Liability Company (LLC). S-Corps and LLCs are pass-through entities, meaning that the business’s profits and losses pass through to the shareholders or members, who report them on their individual tax returns. This eliminates the corporate income tax at the entity level and reduces the potential for double taxation. However, it’s essential to carefully evaluate the eligibility criteria, compliance requirements, and long-term business objectives before considering a conversion.

Legal requirements and compliance obligations for C-Corp

C-Corps are subject to various legal requirements and compliance obligations to ensure they operate within the framework of the law and maintain their corporate status. These requirements may vary depending on the jurisdiction where the C-Corp is incorporated. Here are some common legal requirements and compliance obligations for C-Corps:

  1. Articles of Incorporation: C-Corps are required to file Articles of Incorporation with the appropriate state agency to establish their legal existence. This document typically includes information such as the company’s name, purpose, registered agent, number of authorized shares, and names of the initial directors. The Articles of Incorporation must comply with the specific state’s regulations.
  2. Corporate Bylaws: C-Corps are required to adopt and maintain corporate bylaws. Bylaws outline the internal rules and procedures governing the C-Corp’s operations, including shareholder meetings, director responsibilities, stock issuance, and decision-making processes. Bylaws serve as a roadmap for corporate governance and should be regularly reviewed and updated as necessary.
  3. Shareholder Meetings: C-Corps are required to hold regular shareholder meetings, typically at least once a year. These meetings provide an opportunity for shareholders to vote on important matters, such as the election of directors, approval of financial statements, and other significant corporate decisions. Proper notice of the meetings must be provided to shareholders, and minutes should be kept as part of the corporate records.
  4. Director and Officer Duties: Directors and officers of C-Corps have fiduciary duties to act in the best interests of the corporation and its shareholders. They are expected to exercise due care, loyalty, and good faith in their decision-making processes. Directors have the responsibility to oversee the corporation’s activities, while officers are responsible for managing day-to-day operations.
  5. Maintenance of Corporate Records: C-Corps must maintain accurate and up-to-date corporate records, including financial statements, shareholder records, meeting minutes, and other essential documents. These records should be organized and accessible for review and inspection as required by law. Compliance with record-keeping obligations is vital for transparency and corporate governance.
  6. Annual Reports and Fees: C-Corps are typically required to file annual reports and pay annual fees to the state in which they are incorporated. Annual reports provide updates on the C-Corp’s business activities, changes in officers or directors, and other relevant information. Failure to file annual reports or pay fees can result in penalties and potential loss of good standing.
  7. Tax Compliance: As examined above, C-Corps have tax obligations at the federal, state, and potentially local levels. In addition to income tax, C-Corps may have other tax obligations, such as payroll taxes, sales taxes, and property taxes, depending on the nature of their business activities and applicable tax laws.
  8. Industry Regulatory Compliance: C-Corps must comply with applicable laws and regulations specific to their industry. This may include obtaining licenses, permits, or certifications, adhering to environmental regulations, maintaining compliance with labour laws, or meeting industry-specific standards and regulations.

Annual reporting and filing obligations for C-Corp

Annual reporting and filing obligations for C-Corps ensure compliance with regulatory requirements and provide transparency about the corporation’s financial and operational status. The specific reporting and filing obligations can vary depending on the jurisdiction in which the C-Corp is incorporated. Some common annual reporting and filing obligations for C-Corps include:

  1. Annual Report: Many states require C-Corps to file an annual report, sometimes referred to as a statement of information or an annual statement. The annual report typically includes information about the corporation’s current directors, officers, and registered agent. Some states also require additional details such as the corporation’s principal place of business, business activities, and share structure.
  2. Financial Statements: C-Corps are generally required to prepare and maintain financial statements on an annual basis. These statements, including the balance sheet, income statement, and statement of cash flows, provide a snapshot of the corporation’s financial performance and position. The financial statements should be prepared in accordance with generally accepted accounting principles.
  3. Corporate Income Tax Return: C-Corps must file an annual corporate income tax return with the appropriate tax authorities. In the United States, this typically involves filing Form 1120 with the Internal Revenue Service (IRS). The tax return reports the corporation’s income, deductions, and tax liability for the year. It’s important to comply with the tax laws and meet the filing deadlines to avoid penalties or interest charges.
  4. Payroll Tax Filings: If the C-Corp has employees, it must fulfil payroll tax obligations. This includes withholding and remitting payroll taxes on behalf of employees, such as federal income tax, Social Security tax, and Medicare tax. The C-Corp is responsible for filing various payroll tax forms, such as Form 941 (Employer’s Quarterly Federal Tax Return) and Form W-2 (Wage and Tax Statement) for each employee. Additionally, state and local payroll tax filings may be required.


In light of the foregoing, one can observe that the incorporation and operation of a C-Corp is an intricate affair that requires expertise and professional advise and guidance. This helps ensure that the C-Corp is incorporated without any defects and that the C-Corp in the course of its operations fulfils its compliance requirements.

At Norebase, we are happy to assist you with setting up a C-Corp or assist with meeting tax, regulatory, and compliance requirements. Visit Norebase to make the most of our services in this regard. We have also built AutoComply, a software service that will help your company to stay informed and compliant always. Will keep your updated on upcoming deadlines, new regulations, and assist with regulatory obligation filings. Learn more and join the waitlist here.

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