what is close corporation

Close Corporation: A Guide to Understanding and Utilizing this Unique Business Structure

Welcome to our comprehensive guide on close corporations – a unique and versatile business entity that can offer numerous benefits to entrepreneurs. In this article, we will delve into what close corporations are, their distinct characteristics, advantages, disadvantages, and how to form one. Whether you are a seasoned business owner or an aspiring entrepreneur, understanding close corporations can help you make informed decisions and potentially enhance your company’s success.

What is a Close Corporation?

A close corporation, also known as a closed corporation, is a type of business structure that combines elements of a corporation with those of a partnership or sole proprietorship. It is a legally recognized entity in which a small group of individuals operate and manage the business, typically with a limited number of shareholders and directors. Close corporations are often preferred by entrepreneurs seeking a less formal and more flexible business structure compared to traditional corporations.

what is close corporation

Distinct Characteristics of Close Corporations

Close corporations possess several unique characteristics that set them apart from other business entities:

  1. Limited Number of Shareholders: Unlike larger corporations, close corporations have a limited number of shareholders. The exact limit varies depending on local regulations, but it is typically significantly lower than that of a regular corporation.
  2. Less Stringent Corporate Formalities: Close corporations have fewer formalities to follow compared to standard corporations. These relaxed requirements can save time and resources for both shareholders and directors, allowing for more efficient decision-making processes.
  3. Flexible Management Structure: Close corporations offer flexibility in terms of management structure, allowing the shareholders themselves to manage the company’s day-to-day operations. This structure can expedite decision-making and enhance communication among shareholders.
  4. Avoidance of Corporate Double Taxation: Similar to other corporate entities, close corporations can elect to be taxed as an S corporation to avoid the double taxation often associated with traditional C corporations. This means that profits and losses pass through to the individual shareholders’ tax returns.
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Advantages of Operating a Close Corporation

Close corporations offer several advantages for entrepreneurs and small business owners:

1. Limited Liability Protection:

One of the key benefits of forming a close corporation is the limited liability protection it provides to shareholders. In the event of a lawsuit or business debt, the personal assets of shareholders are generally protected, and their liability is limited to their investment in the company.

2. Flexibility in Decision-Making:

With fewer shareholders and less rigid formalities, close corporations offer greater flexibility in making important business decisions. Shareholders can respond quickly to market changes, new opportunities, and customer demands without extensive bureaucratic processes.

3. Enhanced Privacy:

Close corporations often enjoy enhanced privacy as they are not required to disclose extensive financial information to the public. This level of confidentiality can offer a significant advantage to businesses that value their privacy or operate in sensitive industries.

4. Tax Advantages:

By electing S corporation status, a close corporation can potentially minimize taxes by passing profits and losses through to individual shareholders. This avoids the double taxation that many traditional C corporations face.

5. Simplified Management Structure:

The simplified management structure of close corporations allows for streamlined decision-making processes. Shareholders, who are typically actively involved in the day-to-day operations, can make decisions more efficiently, leading to increased productivity.

Disadvantages of Close Corporations

While close corporations offer numerous benefits, it’s important to consider their potential disadvantages:

1. Limited Growth Potential:

Close corporations may face challenges when seeking substantial growth or securing external financing. The limited number of shareholders and potential restrictions on transferring ownership interests can impede the company’s expansion.

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2. Complexity of Formation:

Forming a close corporation requires adherence to specific legal guidelines and documentation. This process can be more complex compared to establishing a sole proprietorship or partnership as it necessitates drafting close corporation agreements and complying with local regulations.

3. Potential for Shareholder Disputes:

As close corporations often involve a small group of shareholders who actively participate in the management, conflicts of interest and disagreements may arise. These disputes can potentially disrupt the company’s operations and strain relationships among shareholders.

4. Limited Transferability of Shares:

The transferability of shares in a close corporation may be restricted, requiring approval from other shareholders or adherence to specific transfer regulations. This limitation can pose challenges if a shareholder desires to sell or transfer their ownership interest.

How to Form a Close Corporation

Forming a close corporation involves several key steps. It’s essential to follow these steps to ensure legal compliance and establish a solid foundation for your business:

1. Choose a Name:

Select a unique and distinguishable name for your close corporation that complies with local regulations. Ensure that the name reflects your business’s nature or mission and is not already registered by another entity.

2. File Articles of Incorporation:

Prepare and file the articles of incorporation with the appropriate regulatory body. These documents typically include essential information such as the corporation’s name, address, shareholder details, and purpose. Consult with a legal professional to ensure accuracy and compliance.

3. Draft a Close Corporation Agreement:

Create a close corporation agreement that outlines the internal rules and regulations governing the business. This agreement addresses matters such as share transfer restrictions, management structure, and allocation of profits and losses. Seeking legal guidance during this process is highly recommended to protect the interests of all shareholders.

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4. Obtain Necessary Licenses and Permits:

Research and obtain any applicable licenses and permits required to operate your close corporation in your specific industry or jurisdiction. Compliance with regulatory requirements is necessary to avoid penalties and ensure a smooth operation.

5. Elect S Corporation Status:

If desired, file the necessary paperwork with tax authorities to elect S corporation status. This election allows the close corporation to enjoy pass-through taxation, minimizing the potential burden of corporate double taxation.

6. Secure Insurance Coverage:

Consider obtaining appropriate insurance coverage for your close corporation to protect against unforeseen events, liability claims, and potential lawsuits. Consult with an insurance professional to assess your business’s specific needs.

7. Maintain Corporate Formalities:

While close corporations have more relaxed formalities compared to larger corporations, it is still crucial to maintain certain corporate formalities. Hold regular shareholder meetings, maintain accurate financial records, and adhere to any other applicable legal requirements.

8. Seek Professional Advice:

Throughout the entire process of forming and operating a close corporation, it is advisable to seek professional advice from legal, accounting, and business experts. Their expertise can ensure compliance with regulations, protect your interests, and optimize your business’s growth potential.


Close corporations offer unique advantages and flexibility for entrepreneurs seeking a more informal business structure while enjoying limited liability protection. By understanding the distinct characteristics, benefits, and disadvantages, as well as following the necessary steps to form and operate a close corporation, you can make informed decisions and maximize your business’s potential for success. Remember to consult professionals, as their guidance can help you navigate the complexities and legal obligations associated with close corporations, ensuring your business’s long-term viability.

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