KPMG Spark Blog

How Does a C Corporation Work?

What is the organizational structure of a C Corporation? How do shares work? How many Directors do I need? Get started with this primer.

How many directors do I need to form a C Corporation?

Most states only require one director, but you are allowed to have more than one listed. Some states use the number of shareholders in the C Corporation to determine the minimum number of directors. 

What is the organizational structure of a C Corporation?

The hierarchy of an C Corporation includes three groups: the shareholders, directors and officers. 

  • Owners of the C corporation are considered to be the shareholders; who are responsible for electing and removing directors, approving or disapproving major business decisions.
  • The board of directors are responsible for managing the C corporation. They are responsible for making major business decisions and are in charge of hiring, firing and managing officers, who make the day-to-day business decisions.
  • Officers are responsible for the day to day operations of the company.

* It is very common for C Corporations to only have one shareholder who also serves as the only director and officer. 

What are authorized shares of stock?

At the time of incorporation, C Corporations must state the number of shares of stock they wish to issue. The total number of authorized shares is the number of shares to be issued to the shareholders. Shares of stock are certificates of ownership in the C Corporation and each shareholder is issued certificates based their ownership value of the C Corporation. 

What is a share’s par value?

The par value of a share of stock is its minimum stated value. Common par values range from $0.01, $1.00 or no par. Par value typically does not equal the actual value of a share, this is normally determined by the price that someone is actually willing to pay or it is based on the book value of the company. For public companies, actual value is determined by the price investors are willing to pay for each share on the national exchange. 

How is a C Corporation taxed?

A C Corporation is taxed at both the corporate tax rate and its shareholders are taxed at the individual tax rates. First, business profits are reported and taxed at the corporate tax rates, any profit distributions made to shareholders in the form of dividends must also be reported as personal income, which would be taxed at their personal tax rate. This is commonly know as double taxation. To avoid double taxation, many business owners choose to make a special tax election with the IRS to be treated as an S corporation.

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