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S Corp & C Corp

Guides and articles to understand requirements and prepare your next step.

A section to consult11published articles
Corporate structure edition
11 guides published
One of these is an entity. The other is a box you tick at the IRS
The lead

You cannot register an S Corporation. There is no such filing

A corporation is formed by filing with a state. What happens next is a separate decision made with a different agency: an S Corporation is a tax election status that a corporation — or an LLC — adopts by filing Form 2553 with the IRS. A C Corporation is not a filing either: it is simply what a corporation is taxed as by default, before anyone elects anything.

Business · S Corp & C Corp
A group around a boardroom table reviewing a filing on a laptop

The distinction is not academic for the reader who arrives here. Choosing the wrong entity type on the initial filings can lead to rejection at the IRS — and for an international founder the second plane is closed altogether: a nonresident alien cannot be an S corporation shareholder.

Start here

Three questions, in the order they get answered.

1

Can you file at all?

The direct answer, and the entity decision that comes with it.

2

Corporation or LLC?

Governance, default taxation and what each one is actually good at.

3

Already formed, and want to change?

Converting an LLC, and where the Form 2553 election fits.

Best placed
A handshake across a meeting table after a document is signed

The single page that proves the company exists

A Certificate of Good Standing confirms existence and standing in one document, whatever the state calls it.
The whole file

What a bank actually asks a non-resident founder for

State-stamped Articles, an operating agreement or bylaws, EIN proof as a CP-575 or 147C with a matching W-9, and a recent Certificate of Good Standing.

Errors of plane

Three founders who confused the entity with its tax treatment
The filing that does not exist

Trying to register an S Corporation

There is no S Corporation formation document. You form a corporation or an LLC with a state, and then elect the tax status with the IRS by filing Form 2553.

The wrong entity, filed

Picking the structure before understanding the difference

Choosing the wrong entity type on the initial filings can lead to immediate rejection by the IRS, and unwinding it later is a conversion, not a correction.

The closed door

A non-resident planning around an S election

For federal tax purposes a nonresident alien cannot be an S corporation shareholder. The plane exists; for this founder it is simply not available.

The two planes

One is filed with a state. The other is elected with the IRS

The entity

A corporation or an LLC, brought into existence by a filing with a state. It sets governance: a corporation runs on shareholders, board and officers; an LLC follows an operating agreement and can be member- or manager-managed.

Filed with a state

The default tax

Corporations default to C-Corp taxation: the company pays corporate income tax and distributions can be taxed again at shareholder level. LLCs default to pass-through treatment.

Automatic, unelected

The election

An S Corporation is a tax election status adopted by filing Form 2553. It allows pass-through taxation with different treatment of self-employment tax. It is a choice made after the entity exists, with a tax adviser.

Elected with the IRS

Choosing and changing

The entity plane

Can a foreigner register a business in the USA?

The direct answer, the entity decision and the mistakes the IRS rejects.

Corporations vs. LLC, in practice

Governance, default taxation and what each structure is actually good at.

LLC to corporation or partnership

What a conversion involves, and where the tax election fits into it.

S corporation vs. LLC: the tax election

What Form 2553 changes, and what it does not.

Proving it exists

The paperwork plane

Proof of business registration

Why a Certificate of Good Standing is the document institutions ask for, whatever the state calls it.

Opening a company with no residency

The full file a bank or payment processor reviews, item by item.

The operating agreement

The internal document that never gets filed, and its own section.

The file

Four things this section settles
2553
The form that elects

An S Corporation status is adopted by filing Form 2553 with the IRS, after the entity exists.

C
What a corporation is by default

Corporations default to C-Corp taxation. Nobody files to become one; it is the starting point.

0
S elections open to a non-resident

For federal tax purposes a nonresident alien cannot be an S corporation shareholder.

1
Page that proves existence

A Certificate of Good Standing confirms existence and standing in a single document.

Notary Public Center

The certificate, the certified copy, and the version that travels

Whatever entity is chosen, what a bank, an investor or a foreign registry reviews is paper: a Certificate of Good Standing, a certified copy of the charter, and often an authenticated version for use abroad. Notary Public Center prepares and certifies them.

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Certified Notary Signing Agent through the National Notary Association (NNA), Certified Anti-Money Laundering Specialist (CAMS) and Florida Notary Public. With legal training in Colombia and 30 years of professional experience, she combines technical knowledge, business leadership and international experience. Since 2009, she has led Riveros Corp and a network of services helping individuals and businesses navigate cross-border processes involving the United States.

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A business administrator with a specialization in finance, he brings more than 27 years of experience protecting people, valuables and infrastructure. His career includes administrative and financial management at McKinsey & Company in Colombia and executive roles at multinational companies. As Partner and Senior Consultant at Compliance Officers, he applies that experience to background screening, due diligence and compliance.