| This article is part ofa series on | ||||||||
| Corporate law | ||||||||
|---|---|---|---|---|---|---|---|---|
 | ||||||||
| ||||||||
AC corporation, underUnited States federal income tax law, is anycorporation that is taxed separately from its owners. A C corporation is distinguished from anS corporation, which generally is not taxed separately. Many companies, including most major corporations, are treated as C corporations for U.S. federal income tax purposes. C corporations and S corporations both enjoylimited liability, but only C corporations are subject to corporate income taxation.[1]
Generally, all for-profit corporations are automatically classified as a C corporation unless the corporation elects the option to treat the corporation as a flow-through entity known as anS corporation. An S corporation is not subject to income tax; rather, its shareholders are subject to tax on theirpro rata shares of income based on their shareholdings.[2] To qualify to make the S corporation election, the corporation's shares must be held by residents, citizens or certain qualifying trusts. A corporation may qualify as a C corporation without regard to any limit on the number of shareholders, foreign or domestic.
In the United States, corporations are formed under laws of a state or the District of Columbia. Procedures vary widely by state. Some states allow formation of corporations through electronic filing on the state's web site.[3] All states require payment of a fee (often under $200) upon incorporation.[4] Corporations are issued a certificate of incorporation by most states upon formation. Most state corporate laws require that the basic governing instrument be either the certificate of incorporation or formal articles of incorporation. Many corporations also adopt additional governing rules known as bylaws. Most state laws require at least one director and at least two officers, all of whom may be the same person. Generally, there are no residency requirements for officers or directors. Foreign aliens are obligated to form corporations viaregistered agents in many states.[5]
 | This sectiondoes notcite anysources. Please helpimprove this section byadding citations to reliable sources. Unsourced material may be challenged andremoved.(June 2020) (Learn how and when to remove this message) |
Corporations are required to issue financial statements in the United States. Financial statements may be presented on any comprehensive basis, including an income tax basis. There is no requirement for appointment of auditors, unless the corporation is publicly traded and thus subject to the requirements of theSarbanes–Oxley Act.
Any distribution from the earnings and profits of a C corporation is treated as a dividend for U.S. income tax purposes.[6] "Earnings and profits" is a tax law concept similar to the financial accounting concept of retained earnings.[7] Exceptions apply to treat certain distributions as made in exchange for stock rather than as dividends. Such exceptions include distributions in complete termination of a shareholder's interest[8] and distributions in liquidation of the corporation.[9]
The corporate tax rate is a flat 21% starting January 1, 2018 after the passage of theTax Cuts and Jobs Act of 2017, on December 20, 2017.[10]
| Taxable income ($) | Tax rate[11] |
|---|---|
| $1 and beyond | 21% |
Up through 2017, theInternal Revenue Service (IRS) imposed tax based on the following schedule for "most corporations", except "qualified personal service corporations" and certain other cases:[12]
| Taxable Income ($) | Tax Rate | Of amount over | |
|---|---|---|---|
| Over | But not over | ||
| $0 | $50,000 | 15% | $0 |
| $50,000 | $75,000 | $7,500 + 25% | $50,000 |
| $75,000 | $100,000 | $13,750 + 34% | $75,000 |
| $100,000 | $335,000 | $22,250 + 39% | $100,000 |
| $335,000 | $10,000,000 | $113,900 + 34% | $335,000 |
| $10,000,000 | $15,000,000 | $3,400,000 + 35% | $10,000,000 |
| $15,000,000 | $18,333,333 | $5,150,000 + 38% | $15,000,000 |
| $18,333,333 | — | 35% | $18,333,333 |
