S-corp vs. C-corp

S-corp vs. C-corp

S-corporations and C-corporations are two different types of business structures that are recognized under U.S. federal tax law. Both types of corporations provide limited liability protection to their shareholders, which means that shareholders are not personally liable for the company’s debts and liabilities. However, there are some key differences between the two types of corporations that can have a significant impact on how the business is taxed and operated.

What’s the Difference?

One of the main differences between S-corporations and C-corporations is the way they are taxed. C-corporations are considered to be separate entities from their shareholders, and they are subject to corporate income tax on their profits. In contrast, S-corporations are considered to be “pass-through” entities, which means that the company’s profits are passed through to its shareholders and taxed at the individual level.

This pass-through taxation can be a significant advantage for S-corporations, as it can help to avoid the “double taxation” that can occur with C-corporations. For example, if a C-corporation earns $100,000 in profits, it would be taxed at the corporate level, leaving $70,000 after corporate taxes. If the company then distributes the remaining $70,000 to its shareholders as dividends, the shareholders would then have to pay personal income tax on those dividends. With an S-corporation, the $100,000 in profits would be passed through to the shareholders and taxed at the individual level, avoiding the additional corporate tax.

Another difference between S-corporations and C-corporations is the number of shareholders they can have. S-corporations are limited to 100 shareholders, while C-corporations can have an unlimited number of shareholders. This can be a significant consideration for companies that are planning to go public or that have a large number of investors.
There are also some restrictions on the types of shareholders that S-corporations can have. For example, S-corporations cannot have non-resident alien shareholders, and they cannot have more than one class of stock. This can limit the flexibility of the business in terms of raising capital and issuing stock options.


In terms of flexibility and management, C-corporations can have a board of directors, while S-corporations cannot. However, S-corporations can have more flexibility in terms of profit distribution. Unlike C-corporations, S-corporations are not required to distribute profits equally among shareholders, and they can choose to retain profits in the business if they wish.

Another advantage of S-corporations is that they are considered to be “Small Business Corporation” and they can enjoy certain tax benefits which are not available to C-Corporations.


One of the main disadvantages of S-corporations is that they can be more complex to set up and maintain than other types of business structures, such as sole proprietorships or partnerships. They are also subject to more regulatory requirements, such as holding annual meetings and keeping detailed records of the company’s financial and operational activities.

C-corporations also have their own advantages and disadvantages. They are considered more stable and with more prestige. They can also raise capital more easily and attract more investors, but it comes with the trade-off of double taxation.

Final Thoughts…

In conclusion, whether to choose an S-corporation or C-corporation depends on the company’s specific needs and goals. S-corporations can be a good option for small businesses that want to avoid double taxation and have a relatively small number of shareholders. However, they may not be the best option for companies that are planning to go public or have a large number of shareholders, as they have restrictions on the number of shareholders and types of shareholders they can have. C-corporations, on the other hand, may be a better option for larger companies that plan to raise capital and have more flexibility in terms of profit distribution and management structure. It’s important to consider all aspects of each type of corporation, weigh the pros and cons, and seek professional advice to determine which structure best suits your business.

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Navigating Business Law: Legal Advice for New Entrepreneurs

Navigating Business Law: Legal Advice for New Entrepreneurs

Being a small business owner comes with a myriad of legal responsibilities. Protecting both your business and personal assets is crucial. Below, discover five key legal tips every new entrepreneur should consider:

1. Choosing Your Business Structure Wisely

The foundation of your business’s legal and financial health lies in its structure. Options vary from sole proprietorships to corporations. Each carries unique benefits and challenges. Consulting a lawyer helps you select the structure that aligns with your goals, optimizing both legal protection and financial benefits.

2. Navigating Legal Obligations

As an entrepreneur, you’ll face numerous legal requirements, including labor laws, tax compliance, and regulatory obligations. A legal expert can demystify these responsibilities, ensuring your business operates within the law.

3. Safeguarding Intellectual Property

Your business’s intellectual assets, like trademarks and patents, are invaluable. Legal counsel can guide you in protecting, registering, and legally recognizing these assets, securing your business’s innovations.

4. Crafting Solid Contracts

Contracts are the backbone of business transactions. A lawyer’s review guarantees your contracts are not only enforceable but clear in their terms. This scrutiny can prevent disputes and provide clarity in negotiations.

5. Preparing an Exit Strategy

Investing in a small business demands an exit plan for unforeseen circumstances. Legal advice can prepare you for a smooth transition, whether it involves selling the business or winding down, safeguarding your investments.

Final Insights

Being a small business owner is both exciting and challenging. With informed legal strategies, you can shield your enterprise and personal assets from potential pitfalls. These five tips lay the groundwork for a legally sound business. Considering entrepreneurship? Seek legal guidance to navigate the complexities of business law successfully. For tailored advice, connect with Brenden Kelley Law at 216-644-3359.

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Explore our other Blog Posts for Small Business Owners: Essential Guide to Starting a Successful Business in Ohio and From Creation to Protection: Mastering Intellectual Property for Business Growth.

Additional Resource: Visit the NFIB Legal Foundation’s Legal Guide Series for comprehensive legal advice on compliance, employment law, and intellectual property rights, tailored for small business owners seeking to build a legally sound foundation.

Essential Guide to Starting a Successful Business in Ohio

Essential Guide to Starting a Successful Business in Ohio

Starting a business in Ohio can be a rewarding and exciting venture, but it can also be overwhelming and challenging. There are many steps to take and decisions to make, and it’s important to be well-informed and prepared in order to set your business up for success.

Here are 7 steps to consider as you begin starting a business in Ohio:

Choose a business structure:

One of the first decisions you’ll need to make is what type of business structure you want to have. The most common options in Ohio are sole proprietorship, partnership, limited liability company (LLC), and corporation. Each has its own advantages and disadvantages, so it’s important to consider your needs and goals before making a decision.

Obtain any necessary licenses and permits:

Depending on the type of business you are starting, you may need to obtain various licenses and permits in order to operate legally in Ohio. This can include things like a sales tax permit, food service permit, or liquor license. It’s important to research what licenses and permits are required for your specific business and to obtain them before starting operations.

Create a business plan:

A business plan is a detailed document that outlines your goals, strategies, and financial projections for your business. It helps you identify your target market, define your competitive advantage, and set measurable objectives. A business plan is an essential tool for any small business, as it helps you stay organized and focused on your long-term goals.

Secure financing:

Most small businesses require some form of financing to get off the ground. This can include loans, grants, or investments from friends and family. It’s important to research your financing options and create a financial plan that outlines how you will use the funds to grow your business.

Choose a location:

The location of your business is an important consideration, as it can impact things like foot traffic, rent, and access to customers. It’s important to research different locations and consider factors like parking, foot traffic, and proximity to your target market.

Set up your business:

Once you have chosen a business structure and secured financing, it’s time to set up your business. This can include things like choosing a business name, creating a logo, setting up a website, and purchasing any necessary equipment or supplies.

Market your business:

Marketing is an important aspect of running a small business, as it helps you attract and retain customers. There are many ways to market a small business, including social media, email marketing, and local advertising. It’s important to find marketing strategies that work for your specific business and to consistently promote your products or services.

Careful planning and preparation.

Starting a small business in Ohio requires careful planning and preparation, but with hard work and dedication, it can be a rewarding and fulfilling experience. It’s important to stay organized and focused on your goals, and to seek out resources and support as needed. With the right approach, you can successfully launch and grow your small business in Ohio. Please call Brenden Kelley Law at 216-644-3359 so that we can assist you starting your small business.

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Explore our other Blog Posts for Business Owners: 5 Reasons a Lawyer Can Help Start Your Business, Choosing the Best Corporation in Ohio: S-Corp or C-Corp? and 5 Important contracts to know when starting a Small Business.

Additional Resource: For a detailed guide on each step of starting your own business in Ohio, visit the Ohio Secretary of State’s website, which offers the “Ohio Business Road Map.” This resource is designed to assist you in navigating through all the essential phases of opening and maintaining your business in Ohio.

Consumer Law Issues for Dentists: What You Need to Know

Consumer Law Issues for Dentists: What You Need to Know

Understanding consumer law is vital for dentists starting or running a dental practice. This guide explores key legal aspects, from informed consent to HIPAA compliance, ensuring your practice adheres to consumer law and avoids legal pitfalls.

Consumer Law and Informed Consent for Dentists

One of the most important issues for dentists is obtaining informed consent from patients before performing any dental procedure. Informed consent requires that you provide detailed information about the proposed treatment, viable alternatives, and any foreseeable risks of the procedure. It’s essential to address all patient inquiries and secure a signed informed consent form from them. Failure to obtain informed consent can result in legal action. If you’re unsure of the requirements where your practice is located, consult a dental lawyer.

Upholding Dental Patient Rights

As a dentist, you must uphold dental patient rights, as set forth by the Ohio licensing board. This includes standards related to care, reporting, records, and other dental patient rights issues. Any violations of these rights can lead to sanctions and lawsuits.

HIPAA Compliance: A Consumer Law Perspective for Dentists

HIPAA sets the standard for protecting sensitive patient data, including dental records. This means that you must take the necessary steps to protect physical and digital records and information regarding patient diagnosis and treatment. Confidentiality of patient data is paramount unless explicit written consent is provided for disclosure to third parties like insurance companies.

Dental Malpractice and Clinical Negligence

Dental malpractice claims may emerge if there’s a deviation from the widely accepted care standards during patient treatment. This can result in nerve injuries, failure to diagnose oral cancer or periodontal disease, and wrongful tooth extraction. If you’re facing a dental malpractice lawsuit, consult a malpractice lawyer immediately. Resolving clinical negligence lawsuits can be expensive and complex, though they are generally covered by malpractice insurance.

Associate Agreements: What to Look Out For

When considering associate agreements, carefully assess the merits of the offer and scrutinize for any limiting clauses, such as transfer of ownership of patient charts, non-solicitation provisions, and non-compete clauses. If you’re unsure of the potential legal implications of an offered associate agreement, discuss the contract with an attorney.

Practice Buy-Ins and Partnership Agreements: Know What You’re Getting Into

Partnership contracts determine aspects like tax obligations, legal liabilities, management duties, and several other business elements. It’s important not to sign such a document unless you are sure that all the legal consequences are in your best interests—or at the very least that you are fully informed of their consequences.

In conclusion, adhering to consumer law in the dental field is essential. From informed consent to HIPAA and malpractice, understanding these legal aspects is crucial for the smooth operation of your dental practice. For assistance in navigating consumer law in dentistry, contact Brenden Kelley Law at 216-644-3359.

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Explore Our Blog Posts for Dentists: Unlocking Legal Secrets: The Roadmap to Successful Dental Practice Acquisition and The Best Entity and Tax Choices for Dental Practices.

Additional Resource: To ensure your dental practice is fully compliant with HIPAA regulations, visit the official Health and Human Services website for detailed guidance on HIPAA compliance in dentistry.

5 Reasons A Lawyer Can Help Start Your Business

5 Reasons A Lawyer Can Help Start Your Business

Deciding to start your business is a pivotal and thrilling moment for any entrepreneur. It marks the beginning of a new chapter filled with opportunities and challenges. During this crucial phase, the support of a lawyer can be invaluable. A good lawyer can provide guidance and expertise to lay a strong legal foundation for your venture.

Start Your Business with Confidence: Legal Expertise Matters

1. Choosing the Right Business Structure

When you decide to start your business, one of the initial and most crucial decisions involves selecting the appropriate legal structure. Options include sole proprietorships, partnerships, limited liability companies (LLCs), and corporations, each with unique advantages and challenges. A lawyer will guide you through this process, helping you understand the pros and cons of each option, ensuring the best fit for your business’s long-term success.

2. Protecting Your Intellectual Property

Safeguarding your innovation is vital as you start your own business. If your venture involves a unique product or service, it’s essential to protect it from unauthorized use or theft. A lawyer will help you explore protection strategies, such as trademarks, copyrights, and patents, and assist in enforcing your rights against unauthorized use.

3. Drafting Solid Contracts and Agreements

For any business, entering into various contracts with stakeholders is inevitable. Generic templates may not adequately protect your interests. An attorney will ensure you understand the implications of these agreements and the importance of specific terms, safeguarding your business interests.

4. Handling Legal Issues and Disputes

Despite all precautions, legal disputes can arise. A knowledgeable lawyer will help manage these issues and seek resolutions that benefit your business. They are also crucial for representing you in court, either for defending against lawsuits or enforcing your rights.

5. Ensuring Compliance with Government Regulations

Every business must comply with various regulations, including employment laws, tax laws, health, and safety regulations. A lawyer can clarify your legal obligations, guide you in complying efficiently, and ensure that your business meets all regulatory standards to avoid fines, penalties, or legal actions.

As you embark on starting your business, our firm is dedicated to providing the necessary legal support and guidance to establish a strong foundation for your venture. Contact Brenden Kelley Law at 216-644-3359 for a consultation and set your business on the right path.

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Explore our other Blog Posts for Business Owners: 5 Important contracts to know when starting a Small Business and Choosing the Best Corporation in Ohio: S-Corp or C-Corp?

Additional Resource: The Small Business Administration’s page Calculate Your Startup Costs, helps entrepreneurs estimate the costs of starting their business, which is crucial for securing funding and setting financial goals. It includes guidance on conducting a break-even analysis and other financial planning tools.