Finance term
C-Corp
Also known as: C corporation, default corporation
Definition
A C-Corp is the default corporate tax structure where the corporation pays income tax at the entity level (21% federal flat rate as of 2026), and shareholders pay tax again on dividends — 'double taxation.' C-Corps are required for venture-capital investment, preferred by institutional equity investors, and required by some SBA programs.
Detailed explanation
The C-Corp structure is the default for any corporation that doesn't file Form 2553 (S-Corp election). Unlike pass-through entities (LLC, S-Corp), the C-Corp itself pays corporate income tax at a 21% flat rate under the Tax Cuts and Jobs Act (https://www.irs.gov/newsroom/tax-reform-basics-for-individuals-and-families). When after-tax profits are distributed to shareholders as dividends, shareholders pay personal income tax again on the distribution — the 'double taxation' problem.
For small businesses, double taxation usually makes C-Corp undesirable vs S-Corp or LLC structures. The exceptions: (1) businesses planning to raise venture capital — VCs require Delaware C-Corp structure for standard preferred stock; (2) businesses retaining earnings inside the corporation for reinvestment (the 21% corporate rate can be lower than the owner's marginal personal rate, deferring tax); (3) businesses with qualified small business stock (QSBS) advantages; (4) some SBA 504 projects where C-Corp structure is required by specific program criteria.
For SBA loan purposes, C-Corps generally qualify for SBA 7(a) and 504 programs. The SBA SOP 50 10 framework accepts any legal U.S. business entity type.
◈ Worked example
- Delaware C-Corp raises Series A VC round → investors get preferred stock; VC-standard structure not possible in S-Corp
- C-Corp retains $300K in the business (reinvests in growth) → pays 21% corp tax ($63K); no distribution → no double taxation until dividends declared
- S-Corp vs C-Corp: on $200K profit distributed fully, S-Corp owner pays ~$50K combined taxes; C-Corp pays ~$42K corp tax + ~$23K dividend tax = $65K total → S-Corp wins for full-distribution businesses
Common questions
The most-asked questions about C-Corp — answered straightforwardly.
Why would a small business choose a C-Corp? +
Three situations: (1) seeking VC or angel investment (investors require preferred stock, which requires C-Corp); (2) retaining earnings inside the business at 21% corporate rate rather than distributing (defers personal income tax); (3) specific stock incentive plans (ISOs, QSBS) that require C-Corp structure. Most self-funded SMBs should default to LLC or S-Corp.
Can a C-Corp qualify for an SBA loan? +
Yes. SBA 7(a) and 504 programs accept C-Corps, S-Corps, LLCs, and partnerships. Entity type is not a disqualifying factor for SBA loan eligibility. The standard qualification criteria (2+ years in business, FICO, DSCR, etc.) apply regardless of entity structure.
Further reading
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