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You’re building something that might need outside investors. Or maybe you’re already profitable and want to reduce self-employment taxes. Either way, you’re looking at corporations. A corporation is a separate legal entity — it can own property, enter contracts, and sue or be sued independently from you. It’s more complex than an LLC, but it’s the structure that VCs expect and the only path to an IPO.

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C-Corp vs S-Corp

FeatureC-CorpS-Corp
TaxationCorporation pays taxes, then you pay again on dividendsProfits pass through to your personal return
ShareholdersUnlimited, including foreign investorsMax 100, US citizens/residents only
Stock classesMultiple classes allowedSingle class only
Best forRaising venture capital, going publicSaving on self-employment tax
S-Corp is a tax election, not a different entity type. You form a corporation first, then file paperwork with the IRS to be taxed as an S-Corp.

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Why incorporate

Raising investment. VCs and institutional investors want to see a C-Corp. The stock structure makes equity deals cleaner, and their lawyers know how Delaware corporations work. Going public someday. Only corporations can IPO. If that’s your end goal, start as a C-Corp now. Self-employment tax savings. S-Corps let you split income between salary and distributions. You only pay self-employment tax on the salary portion. For someone making 150,000,that′spotentially150,000, that's potentially 9,000+ saved per year.

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The double taxation catch

C-Corps pay corporate tax on profits (21% federal rate). When you take dividends, you pay tax again on that money. But here’s the thing — if you’re reinvesting profits into growth rather than paying dividends, this matters less than you’d think. Many startups don’t pay dividends for years.

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What you’ll need

  • Corporation name — Must include “Inc.”, “Corp.”, or “Corporation”
  • Registered agent — Pluvel provides this
  • Directors — At least one person to oversee the company
  • Officers — President, Secretary, Treasurer (can be the same person in most states)
  • Stock structure — Number of authorized shares and par value

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Form your corporation

1

Choose entity type

From your dashboard, click Add Company → Form a New Company → Corporation.
2

Select your state

Delaware is the default for corporations seeking investment:
  • Business-friendly Court of Chancery (judges who understand corporate law, no juries)
  • Well-established corporate law with decades of precedent
  • VCs and lawyers are familiar with Delaware corps
Not raising outside investment? Your home state works fine and may be simpler.
3

Enter company details

  • Corporation name — We check availability
  • Business address — Principal place of business
  • Business purpose — Usually “any lawful purpose”
4

Set up stock structure

Standard setup for startups:
  • Authorized shares: 10,000,000
  • Par value: $0.0001 per share
This gives you room to issue equity to founders, employees, and investors without amending your charter every time you hire someone.
5

Add directors and officers

  • Directors — Oversee major decisions, elect officers
  • Officers — Run day-to-day operations (CEO, CFO, Secretary)
For a one-person company, you can be the sole director and hold all officer positions.
6

Review and pay

  • Pluvel fee — Included in your subscription
  • State filing fee — Delaware is $89 + franchise tax
  • Expedited processing — Optional

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After incorporation

1

Get your EIN

Apply for a federal tax ID. You need this before opening a bank account or hiring anyone.
2

Adopt bylaws

Bylaws govern how the corporation operates — meeting requirements, voting procedures, officer roles. Pluvel generates standard bylaws for you.
3

Issue stock

Issue shares to founders. This establishes who owns what. Keep meticulous records of every stock issuance.
4

Hold initial board meeting

The board formally adopts bylaws, issues stock, and appoints officers. Even if it’s just you, document it. Pluvel generates the minutes.
5

File BOI report

Required within 90 days for most new companies. Don’t skip this — penalties are $500/day.
6

Elect S-Corp status (optional)

If you want pass-through taxation, file Form 2553 with the IRS within 75 days of incorporation.

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S-Corp election

S-Corp status gives you pass-through taxation while keeping the corporate structure. Who qualifies:
  • 100 or fewer shareholders
  • All shareholders must be US citizens or residents
  • Only one class of stock
  • No corporate or partnership shareholders
How to elect:
  1. Form your corporation
  2. File IRS Form 2553 within 75 days
  3. We can help — go to Settings → Tax → S-Corp Election
S-Corps require you to pay yourself a reasonable salary. You can’t take all profits as distributions to dodge payroll taxes — the IRS will reclassify them and hit you with penalties.

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Corporate formalities — the annoying part

Corporations require more maintenance than LLCs:
  • Annual meetings — Board and shareholder meetings with documented minutes
  • Resolutions — Major decisions in writing
  • Separate finances — Never mix personal and corporate money
  • Annual reports — State filings every year (Pluvel tracks these)
Skip these formalities and you risk “piercing the corporate veil” — meaning a court could hold you personally liable for corporate debts. The liability protection you incorporated for? Gone.

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Common questions

Probably not. Delaware has franchise taxes that can add up (175−175-200,000+ depending on structure). If you’re a small business not seeking outside investment, your home state is simpler and cheaper.
Authorized shares are the maximum you can issue (set in your charter). Issued shares are what you’ve actually given out. You can issue up to your authorized amount without filing an amendment. That’s why startups authorize 10 million shares but only issue a fraction initially.
Yes, through a conversion or merger. But this has tax implications — you may trigger a taxable event. Talk to an accountant before converting.
The IRS wants “reasonable compensation” — what someone with your skills would earn in a similar role. Too low and you trigger an audit. Common guidance: at least 40-60% of profits as salary before taking distributions.