Is a Professional Corporation a C Corp? Unraveling the Truth

Ever find yourself tangled in the knotty puzzle of business structures, asking, “is a professional corporation a C Corp”? Well, you’re not alone.

The corporate realm can be a confounding conundrum, filled with puzzling bends and turns that could leave even the most experienced business owners perplexed.

Diving into this labyrinth might seem daunting, but fear not! It’s like being handed the controller to your favorite video game with no instructions; confusing at first glance but conquerable once you learn the rules.

This post is your cheat code for navigating these complex corridors.

Is a Professional Corporation a C Corp? Unraveling the Truth


Let’s unpack the terms ‘professional corporation,’ ‘C Corp,’ ‘tax benefits,’ ‘limited liability partnership,’ ‘limited liability company,’ ‘tax code,’ ‘fringe benefits,’ ‘personal liability,’ ‘tax burden,’ ‘payroll taxes,’ ‘forming professional corporation,’ ‘corporation issue,’ ‘small business,’ ‘regular corporation,’ ‘provide professional services,’ ‘sole proprietorship,’ ‘federal tax,’ and ‘professional entity.’

See how they connect, and understand why this knowledge is key for your business future, particularly in California.

Understanding Professional Corporations and C Corps

An in-depth look at professional corporations, their default structure as C Corps, and the options available for business owners.

What is a Professional Corporation?

A professional corporation, often referred to as a “professional corp,” is a specialized business structure designed for licensed professionals such as lawyers or doctors. It differs from traditional corporations or limited liability companies.

Default Structure as C Corps

By default, professional corporations are classified as C corps by the Internal Revenue Service (IRS). The classification of professional corporations as C corps is derived from Subchapter C of the Internal Revenue Code. What does it signify to be a C Corp?

Being a C Corp means that the business entity is taxed separately from its owners. Unlike an S Corp, where profits pass through directly to personal income tax returns, a C Corp pays taxes at the corporate level.

Tax Implications and Asset Protection

Understanding the tax implications and asset protection measures offered by professional corporations is crucial for making informed decisions about structuring your own practice.

While the concept may initially seem complex, gaining a grasp of how this corporate structure operates can provide various benefits and limitations.

A legal expert experienced in corporate matters can be of great assistance when trying to comprehend the nuances and implications of setting up a professional corporation, so as to decide what form would be most advantageous for your venture.

Talk to a Corporate Lawyer today to get personalized guidance.

The Tax Implications of Professional Corporations

When we talk about professional corporations, one crucial aspect that comes to mind is taxation. These business entities are typically classified as C Corps by default and bear the brunt of what’s known as double taxation.

Double Taxation in C Corps

In a C Corp structure, both the corporation itself and the owners get taxed. First, the corporate profits are subjected to income tax at the current corporate tax rate. But it doesn’t stop there.

Business owners also need to file a separate personal tax return for their earnings from these corporations, leading to an additional layer of taxes on essentially the same revenue stream – hence ‘double’ taxation.

Pass-Through Taxation in S Corps

Say hello to S corps. This alternative allows business profits or losses directly onto individual returns through pass-through taxation—a stark contrast from our friend Mr. C corp above. By completing and submitting IRS form 2553, a professional corporation can elect for this status.

Forming a Professional Corporation in California

If you’re a licensed professional, like a lawyer or doctor, starting your business journey in the Golden State requires some special steps. Instead of forming as just any traditional corporation, you’ll need to create what’s known as a California professional corporation.

This type of entity is specifically designed for professionals who provide services within their area of expertise. But why form this kind of structure? One key reason is that it provides liability protection while still allowing for flexibility.

The process isn’t too different from setting up other types of corporations. First off, decide on an appropriate name following state rules and guidelines. File the paperwork for forming a corporation with the state’s Secretary of State, including payment.

One thing to remember: when submitting these documents, make sure they clearly state that your corporation will be providing specific professional services – don’t forget this important detail.

Apart from paperwork though, there are also ethical obligations and malpractice claims considerations unique to these professions. So take time understanding them fully before diving headfirst into establishing your practice here.

Choosing Between an S Corp or C Corp Structure

If you’re at the crossroads of deciding between an S Corp or a C Corp structure, it’s crucial to weigh up the pros and cons. Each corporation type has its own unique benefits, which can significantly impact your business operations.

Benefits of an S Corp Structure

The major allure of opting for an S Corp status is pass-through taxation. Pass-through taxation in an S Corp structure implies that income (or losses) is reported on personal tax filings, instead of being liable to corporate taxes. Additionally, shareholder restrictions in this setup may be advantageous depending on your circumstances.

Advantages of Staying a C Corp

C corp structure, however, might be more beneficial for larger operations due to its inherent flexibility with shareholders and investment potential. Unlike S Corps, there are no limits on who can hold shares in a C Corporation – making it attractive for growth-oriented businesses.

Your decision should ultimately depend upon your specific situation; one size doesn’t fit all when it comes to selecting the right business entity.

Liability Protection in Professional Corporations

If you’re a business owner, knowing about professional corporations can save your bacon. You see, these bad boys offer limited liability protections. What’s that? Imagine having an invisible shield protecting your personal assets from malpractice claims. Sweet, right?

A professional corporation is like the Superman of business entities. It creates a legal entity separate from its owners (you), which means if things go sour and someone decides to sue, they target the company – not your hard-earned savings.

The key here is ‘limited’. While this protection doesn’t make you invincible against all types of lawsuits or debts (sadly nothing does), it certainly provides some much-needed armor for those practicing their profession under a corporate structure.

You may ponder, “This can’t be right.”, but believe me; I’ve seen it benefit numerous small companies. So while forming one may seem like climbing Everest at first glance, with some help and guidance like ours. you’ll soon find yourself enjoying the view from the top.

FAQs in Relation to Is a Professional Corporation a C Corp

What type of corporation is a professional corporation?

A professional corporation, designed for licensed pros like doctors and lawyers, can be either an S Corp or C Corp.

What is the difference between C Corp and professional corporation?

A C Corp refers to tax status while a Professional Corporation relates to who can own it. However, by default, a PC starts as a C corp.

Can a PSC be an S Corp?

Sure thing. A Personal Service Corporation (PSC) can elect to become an S corp using IRS Form 2553. But they must meet specific criteria first.

Is a professional corporation the same as a corporation?

Nope. They’re different because PCs are only for certain professions and offer limited liability protection with some unique rules attached.


Untangling the complex web of business structures can be daunting. But now you’ve learned that a professional corporation is indeed a C Corp by default.

This understanding forms your compass in navigating the world of corporate structures.

You’ve also discovered that tax implications vary depending on whether you stick with this status or opt for S Corp election, offering pass-through taxation advantages.

Yet, remember: double taxation might still lurk under the guise of C Corps!

If California beckons your venture, knowing its unique requirements to form a professional corporation proves invaluable. Your newfound knowledge equips you to make informed decisions about which structure suits best – an S Corp or remaining as a traditional C Corp.

Finally, let’s not forget how limited liability protection shields personal assets within professional corporations—a vital safeguard for any savvy entrepreneur.

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