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C corporation guides

How to form a C corporation in any state.

Incorporation filings, state fees, annual reports and franchise taxes for all 50 states, plus the steps after approval: bylaws, stock and your EIN.

Checked against official state sourcesUpdated All 50 states

Not sure a C corporation is right? Compare C corp and S corp

ALAlabamaCorporation state fee $225AKAlaskaCorporation state fee $250AZArizonaCorporation state fee $60ARArkansasCorporation state fee $50CACaliforniaCorporation state fee $100COColoradoCorporation state fee $50CTConnecticutCorporation state fee $250DEDelawareCorporation state fee $109FLFloridaCorporation state fee $70GAGeorgiaCorporation state fee $110HIHawaiiCorporation state fee $50IDIdahoCorporation state fee $100ILIllinoisCorporation state fee $150INIndianaCorporation state fee $95IAIowaCorporation state fee $50KSKansasCorporation state fee $85KYKentuckyCorporation state fee $50LALouisianaCorporation state fee $95MEMaineCorporation state fee $145MDMarylandCorporation state fee $120MAMassachusettsCorporation state fee $250MIMichiganCorporation state fee $60MNMinnesotaCorporation state fee $155MSMississippiCorporation state fee $50MOMissouriCorporation state fee $58MTMontanaCorporation state fee $35NENebraskaCorporation state fee $100NVNevadaCorporation state fee $725NHNew HampshireCorporation state fee $100NJNew JerseyCorporation state fee $100NMNew MexicoCorporation state fee $100NYNew YorkCorporation state fee $125NCNorth CarolinaCorporation state fee $125NDNorth DakotaCorporation state fee $100OHOhioCorporation state fee $99OKOklahomaCorporation state fee $50OROregonCorporation state fee $100PAPennsylvaniaCorporation state fee $125RIRhode IslandCorporation state fee $230SCSouth CarolinaCorporation state fee $135SDSouth DakotaCorporation state fee $150TNTennesseeCorporation state fee $100TXTexasCorporation state fee $300UTUtahCorporation state fee $59VTVermontCorporation state fee $155VAVirginiaCorporation state fee $75WAWashingtonCorporation state fee $180WVWest VirginiaCorporation state fee $100WIWisconsinCorporation state fee $100WYWyomingCorporation state fee $100

The process

Eight steps to a working corporation.

Filing makes the corporation exist. The steps after it make it run properly.

  1. Choose a corporate nameAvailable in your state, ending in Inc., Corp. or similar.
  2. Appoint a registered agentA person or company with an in-state street address.
  3. Set shares and directorsAuthorized shares, par value, incorporator and board.
  4. File the incorporation documentUsually the Articles or Certificate of Incorporation.
  5. Adopt bylawsThen hold the organizational meeting.
  6. Issue founder stockRecord it in a stock ledger; consider 83(b) elections.
  7. Get an EINYour free federal tax ID from the IRS.
  8. Register for taxes and licensesState taxes, payroll and local licenses.

Fees at a glance

Incorporation fees, lowest to highest.

Minimum one-time state fees to form a corporation. Several states charge more as authorized shares increase.

Lowest state filing fees

  1. Montana$35
  2. Arkansas$50
  3. Colorado$50
  4. Hawaii$50
  5. Iowa$50

Highest state filing fees

  1. Nevada$725
  2. Texas$300
  3. Massachusetts$250
  4. Connecticut$250
  5. Alaska$250

State rules worth knowing

Where the rules differ.

No periodic corporate report

These states don't require corporations to file an annual or biennial report with the state.

OhioOklahoma

Newspaper notice required

New corporations in these states must publish notice of their incorporation.

ArizonaGeorgiaNebraskaPennsylvania

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Questions

C corporation questions, answered.

Can't find your answer? Call us at 801-477-5991 or ask our AI assistant.

How much does it cost to incorporate?

State fees to form a corporation range from $35 to $725, and several states base the fee on how many shares you authorize. Most states also charge an annual or biennial report fee, and some add a franchise tax. Each state guide lists the exact fees.

What's the difference between a C corporation and an S corporation?

They're the same kind of legal entity. A C corporation pays its own federal income tax at 21%, and shareholders pay tax again on dividends. An S corporation has elected with the IRS to pass profits through to its shareholders instead, but it's limited to 100 shareholders, one class of stock and U.S. owners.

Should I incorporate in Delaware?

If you plan to raise venture capital, often yes: investors and their lawyers know Delaware law well. Otherwise your home state is usually simpler and cheaper, because a Delaware corporation doing business in your state must also register there as a foreign corporation.

What are bylaws?

Bylaws are the corporation's internal rules: how directors are elected, how meetings work and what officers do. They aren't filed with the state, but banks and investors expect them.

Does a corporation need a board of directors?

Yes. Shareholders elect the board, and the board appoints officers to run day-to-day operations. In a small corporation, one person can often be the only shareholder, director and officer.

What is an 83(b) election?

If founders' shares vest over time, an 83(b) election tells the IRS to tax the shares at their value when granted rather than as they vest. It must be filed within 30 days of receiving the stock.

Ready to incorporate?

About ten minutes, from $0 plus your state fee.

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