C-Corp

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.

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.

Examples

Frequently asked questions

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.

Related terms

Further reading