Updated 27 March 2026

C Corp vs S Corp: Which to Choose

S Corp for most small businesses (saves on self-employment tax). C Corp for venture-backed startups and companies planning to go public. The right choice depends on your specific situation.

Recommendation by Business Type

Solo consultant earning $150K+

S Corp

Pay yourself $80K salary, take $70K as distributions. Save ~$10,700 in self-employment tax annually. The accounting cost ($1,500-$3,000/year for payroll + corporate return) is offset by the tax savings.

VC-backed tech startup

C Corp (Delaware)

VCs require C Corp structure for preferred stock classes, convertible notes, and clean cap tables. S Corps cannot have preferred shares or institutional investors. Plus QSBS can exclude $10M+ in capital gains at exit.

Professional services firm (2-5 partners)

S Corp

Pass-through taxation eliminates double taxation on distributions. Each partner pays only personal income tax. Self-employment tax savings compound across multiple owners.

E-commerce business scaling to $1M+

Start as S Corp, consider C Corp later

S Corp for tax efficiency while small. If you plan to raise outside capital, convert to C Corp when needed. The conversion has tax implications but is straightforward.

Business retaining significant earnings

C Corp

The 21% corporate rate is lower than most personal rates (24-37%). If you are reinvesting profits rather than distributing them, C Corp lets you grow with a lower tax burden. But eventually those earnings are taxed again when distributed.

Real estate holding company

Neither (use LLC taxed as partnership)

S Corps cannot have special allocations of income, cannot distribute property tax-free, and real estate depreciation pass-through is better handled by a partnership. Consult a CPA, but S Corp is rarely ideal for real estate.

Freelancer earning under $50K

Neither (sole proprietorship)

The accounting costs ($1,500-$3,000/year) eat most of the S Corp tax savings at this income level. Stay as a sole proprietor until net income consistently exceeds $50K-$60K.

The Quick Decision Framework

1. Are you raising venture capital? Yes = C Corp. No = continue.

2. Is net income above $50K-$60K? No = stay sole proprietor. Yes = continue.

3. Do you have fewer than 100 US-citizen shareholders? No = C Corp (S Corp not eligible). Yes = continue.

4. Do you want to minimise taxes on distributed income? Yes = S Corp. No (retaining earnings for growth) = C Corp.

Important: this is not tax or legal advice.

Entity selection has significant tax and legal implications. The scenarios above are general guidelines. Consult a CPA and business attorney who understand your specific situation before making this decision. The cost of professional advice ($500-$2,000) is trivial compared to the cost of choosing the wrong structure.