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 CorpPay 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 CorpPass-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 laterS 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 CorpThe 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.