Home/Learn/C-Corp Explained
C-Corp Explained · The VC Standard

Why VCs want Delaware C-corps.

C-corporations are the standard entity for VC-backed startups. They have multiple stock classes (common + preferred), a board of directors, and corporate-level taxation (1120). Double taxation is real, but stock classes + governance flexibility win for fundraising.

Part of your File.Business BOS · 51 jurisdictions · 220K+ businesses
SHARE CLASSES · ACME INC.10M AUTHORIZEDCOMMONFounders + employees6M shares · 60%VOTE 1XPREFERRED · SEEDSeed investors2M · 20%1X NON-PARTPREFERRED · SERIES AVC lead2M · 20%1X NON-PARTBOARD · 3 SEATSQUORUM 2FFOUNDERCEO · CommonVVC LEADSeries A · PreferredIINDEPENDENTINCORPORATEDDEC-CORP · VC-TRACK · DELAWARE
What a C-Corp gives you

Standard structure, VC-ready.

Multiple stock classes

Common (founders + employees) + Preferred (investors). Each series of preferred can have its own terms: liquidation, anti-dilution, voting.

Board of Directors

Required by corporate law. Manages strategy + appoints officers. Series A typically adds investor board seat + independent.

Double taxation (default)

Corp pays 21% federal corporate tax on profit. Shareholders pay tax again on dividends. Most early-stage corps don't distribute, so double-tax is theoretical until exit.

VC-fundable structure

VCs require C-corp (typically Delaware) for clean preferred stock issuance + 83(b) elections + QSBS eligibility.

QSBS exclusion (§1202)

Qualified Small Business Stock can exclude up to $10M (or 10x basis) of gain from federal tax on sale, after 5-year hold.

Delaware preferred

~70% of VC-backed corps are Delaware. Court of Chancery + corporate-friendly statutes + investor familiarity.

How it works

A clean handoff, in 4 steps.

1

Incorporate in Delaware

File articles of incorporation with DE Secretary of State. ~$90 state fee. Same-day if expedited.

2

Issue founder shares

Authorize ~10M shares. Issue ~7-9M to founders at par value (e.g. $0.00001). File 83(b) elections within 30 days.

3

Establish board + officers

Initial board (often just founder). Adopt bylaws. Elect officers (CEO + Secretary + CFO often founder).

4

EIN + bank + equity plan

IRS EIN, business bank account, 10-15% option pool authorized for employees.

Two ways to engage

One-time, or part of your BOS.

Domestic Starter Bundle
$199 + state fee
Form Delaware C-Corp the basic way.
  • DE C-Corp formation
  • EIN application
  • RA · 1 year
  • Free BOS dashboard
  • Founders shares issued
Form my C-Corp
RECOMMENDED
Domestic Complete Bundle
$499 + state fee
Form + bylaws + cap table tools + Pro 1 year.
  • Everything in Starter
  • Bylaws + Initial Resolutions
  • Cap table tools
  • 83(b) election help
  • Pro subscription · 1 year
  • AR autofile · year 1
Choose Complete
FAQ

Common questions.

What is a C-corporation?

A C-corporation is the default form of corporation, a separate taxpaying entity owned by shareholders that can issue multiple classes of stock and take unlimited investors, which is why venture-backed startups use it. Its defining feature is entity-level taxation, sometimes called double taxation. We form your C-corp and keep it compliant.

What is double taxation?

It means a C-corp's profits are taxed at the corporate level, and then again when distributed to shareholders as dividends, so the same income can be taxed twice. Many small businesses avoid it with an S-corp election or an LLC, while startups accept it for the structure's fundraising benefits. We flag the trade-off so you choose deliberately.

Why do startups use a C-corp?

Because investors expect it: a Delaware C-corp supports stock, option pools, and priced rounds with standardized documents, and benefits like QSBS can apply, so it is effectively the default for venture-track companies. We form the C-corp so your startup is investor-ready rather than needing to re-incorporate before a raise.

How is a C-corp different from an S-corp?

They are the same underlying corporation with different tax treatment: a C-corp is taxed at the entity level and has no ownership restrictions, while an S-corp is an election that passes income through and limits shareholders. We flag which treatment fits so your corporation is taxed in the way that suits your ownership and growth plans.

Who should choose a C-corp?

Businesses raising venture capital, planning to issue stock broadly, or seeking outside investors, since the C-corp handles equity and investment cleanly, while a solo or small business often prefers an LLC or S-corp to avoid double tax. We flag whether a C-corp fits your goals so the structure matches your funding plans.

Can a C-corp have unlimited shareholders?

Yes: unlike an S-corp, a C-corp has no limit on the number or type of shareholders and can issue multiple classes of stock, which is exactly why it suits companies raising money from many investors. We flag how this flexibility supports fundraising so your cap table can accommodate the investors you plan to bring on.

What ongoing compliance does a C-corp have?

A C-corp files a corporate tax return, keeps up state annual reports and franchise taxes, holds board and shareholder meetings with minutes, and maintains stock records, so investor-grade record-keeping matters. We track these so your C-corp stays compliant and clean for the next round or an acquisition. See compliance.

Can I convert an LLC to a C-corp later?

Yes: many businesses start as an LLC and convert to a C-corp when raising venture capital, though converting has tax and legal steps, so planning ahead helps. We flag the conversion considerations so you can start simple and move to a C-corp when your fundraising plans require it.

Can File.Business form my C-corp?

Yes: we form the C-corporation, often in Delaware for startups, provide the registered agent and bylaws, obtain the EIN, set up the cap table, and keep your compliance on track, so your C-corp is investor-ready and stays clean for future financing.

Start your business in the next 5 minutes.

No state-fee markup. Pay only the state fee. 60-day money-back guarantee.

No state-fee markup 60-day money-back Cancel anytime