If your business has been operating as a sole proprietorship or partnership and you’ve been looking to change your business structure and gain the legal benefits of a C-Corp, you’ve come to the right place. Taking the time to do research and seek out legal counsel will help you through the process. This article will give you an overview of the formation process of a C-Corp, its tax implications, potential liabilities, and other essential topics. It’s especially important to do your due diligence before making any decisions about your business’s structure as the right decision could not only help you acquire more funding and increase your valuation, but also provide much needed asset protection and tax savings.

What Is A C-Corp?

A C-Corp is a type of corporation that is distinct from its owner and can be taxed separate from the owner's personal taxes. It is also referred to as a regular corporation or a C-Corporation. This type of corporation offers limited liability protection, which is important because as a C-Corp owner, you are not legally responsible for the company's debts. This means that if the company fails, creditors will not be able to go after your personal assets, as they can in a sole proprietorship or partnership. In addition, a C-Corp can be sold or transferred without any implication to the owner.

Forming a C-Corp

One of the main steps of forming a C-Corp is to choose a name for your corporation. When you choose a name, it is important to make it distinguishable from other businesses. Generally, business names are approved through the Secretary of State, and this can usually be done with an online submission. Additionally, some states will require the business to file a Certificate of Authority to operate in other states.

Once you have a name for your business and it's officially approved, you’ll need to file the necessary documents with the Secretary of State, and you’ll need to obtain articles of incorporation, which is a legal document that outlines the C-Corp’s purpose, the liabilities of its owners, and the management structure of the company. Once you have taken the necessary steps, you will need to issue stock in the company and register with the IRS to obtain an employer identification number. You will also need to pay filing fees and ongoing taxes.

Tax Implications Of A C-Corp

C-Corps are taxed apart from the owners’ personal income, so they usually have higher rates of taxation. However, this allows the organizers of the C-Corp to deduct certain business expenses from their taxable income. Additionally, C-Corps have the ability to issue stock to raise capital, which can be attractive to investors. This capital can be used to expand a C-Corp’s operations and can help attract new investors, creating more revenue for the company.

Potential Liabilities

It is important to note that the owners of a C-Corp are personally liable for any debts or contracts their company enters into. If the company can't pay its debts or fulfill contracts, the owners may be required to take legal action to enforce the contracts or to pay the company’s debts. Additionally, an owner of a C-Corp can be held personally liable if they act in a manner that goes against the company’s interests or if they make unauthorized decisions.

Importance Of Professional Counsel

The process of forming and running a C-Corp can be complex and time-consuming, which is why it is important to seek out experienced legal counsel. Picking the right attorney can be difficult, which is why many businesses turn to UpCounsel, an online legal services marketplace that connects businesses with a network of experienced attorneys. UpCounsel’s lawyers have years of experience providing top-notch legal advice, and many of them specialize in corporate formation and C-Corps. With their help, you can rest assured that all of your legal needs are taken care of.


Forming a C-Corp is an important decision to make and requires careful consideration of the liabilities, rules, and responsibilities associated with this business structure. There are many legal benefits to forming a C-Corp, such as asset protection, salary deductions, and the ability to issue stock, but it is important to be aware of the drawbacks as well. Seeking out experienced legal counsel can help you understand the process and ensure that your business is in compliance with all the regulations and laws.


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