Business Corporation
Business Corporations
- Creation and Organizational Documents: Created by filing Articles of Incorporation in compliance with the North Carolina Business Corporation Act.
- Management: A Corporation is owned by its shareholders and managed by a board of directors elected and acting under authority of the Articles of Incorporation and bylaws of the Corporation.
- Limited Liability Characteristics: The liability of shareholders is limited to their capital contribution.
- Tax Characteristics: The corporation is taxed on its income. Shareholders are taxed on dividends and other distributions received from the corporation (double taxation).
- Termination: Corporations are unaffected by the death or withdrawal of a shareholder. Corporations are dissolved by compliance with the Business Corporation Act either voluntarily, administratively, or judicially.
The business corporation is by default a “C” Corporation. The “S” Corporations is a tax designation and is applied for with the IRS.
“S” Corporations:
(Note: Except for its tax characteristics, S Corporations have the same characteristics as regular business corporations (C-Corps).
- Creation and Organizational Documents: Created by filing Articles of Incorporation in compliance with the North Carolina Business Corporation Act or similar statutes in other states, and by electing S Corporation status under Subchapter S of the Internal Revenue Code. G.S. 55-2-01 to 55-2-07 and Chapter 55D.
- Management: An S Corporation is owned by its shareholders and managed by a board of directors elected and acting under authority of the Articles of Incorporation and Bylaws of the Corporation.
- Limited Liability Characteristics: The liability of shareholders is limited to their capital contribution.
- Tax Characteristics: The corporation is NOT taxed on its income. The income of the S Corporation is taxed to its shareholders.
- Termination: S Corporations are unaffected by the death or withdrawal of a shareholder. Corporations are dissolved by compliance with the Business Corporation Act, either voluntarily, administratively, or judicially. G.S. 55-14-01 to 55-12-40.