Skip to main content

What are the differences between an S-corp and Social purpose corp. in regards to liability of the director/employees, taxes..

Bellevue, WA |

Can social purpose corp accept donations?
How would company write offs work for Social purpose Corp?

What and who is taxed in a SPC?

Does the founder/director of an SPC get paid directly from the SPC like an employee and treated as a separate entity---- like in an S-corp.

Attorney Answers 3


  1. If you are able to contact an attorney familiar with "social purposes" companies, so called L3Cs, you will find that these actually serve no purpose that was not equally served by an ordinary LLC. The "inventors" of this company concept have sold a bill of goods to some elements of the public, which boils down to making it look like they have special, unique value when in fact they do not.

    Answering your question on AVVO, does not create a lawyer-client relationship between us. Under the rules of the Supreme Court of Illinois, or the rules of other jurisdictions, this answer may be regarded as advertising. Because questions provided on AVVO simply cannot contain a complete description of all the relevant facts, information contained in this answer should not be considered as individual legal advice or legal opinion. You are urged to consult an attorney licensed to practice in your State regarding your own legal situation.


  2. I am not sure if the previous poster is familiar with Washington's new social purpose corporation. (It appears he practices in Illinois) Just two weeks ago a new law became effective in Washington authorizing social purpose corporations. A key difference between Washington's SPCs and the low profit limited liability company (L3C) is that Washington's SPCs are corporations as opposed to a limited liability company. An LLC is owned by members and operated by members or managers. A corporation is owned by shareholders, and has a board of directors that sets policies and elects officers to conduct corporate business. LLCs are more flexible and can be structured in a number of different ways. Corporations have more formalities, which can be restrictive, but which can also be appealing to some, including investors.

    Social purpose corporations, like any businesses, can accept donations. However, SPCs are not non-profit corporations, and it is my understanding that they will be taxed like regular corporations (S or C depending on the election you make). Just like an S corp or a C corp, the founder of an SPC can be paid as an employee or can be paid through dividends.

    The main difference between SPCs and traditional corporations, revolves around director liability. Directors of for profit corporations have a duty to act in the best interest in the corporation. This duty has been interpreted as a responsibility to maximize the financial returns for shareholders. If corporate directors take actions that promote a general social purpose at the expense of financial returns for shareholders, they may risk liability for breach of their duties to the corporation. The SPC legislation makes it clear that directors of SPCs can take actions that promote a general social purpose–even if it negatively impacts financial returns for shareholders.

    If you want to learn more about SPC's you can check out some of the articles I've written on them:


  3. Kyle's answer is very strong, I'll write to clarify.

    A social purpose corporation is a for-profit, stock ownership corporation. SPC's take action through a board of directors and are required to have some officers. In fact, the recently effective legislation explains that Washington's business act, RCW 23B governs social purpose corporations except for the few differences mentioned in the act. Kyle has mentioned the differences and provided some resources to identify them, but otherwise think of the SPC as a traditional for-profit entity.

    An SPC (like a traditional corporation) is not a tax-exempt entity; therefore, it can accept donations (gifts) but these are not tax deductible for the gift givers and the corporation should book such gifts as taxable revenue. The federal government will view an SPC like a traditional corporation (default tax liked a C-Corp but if structured properly taxed as an S-Corp).

    So to your final question, yes--the directors and officers of an SPC are treated like employees and the business may elect an S-Corp tax status.

    Some additional resources can be found here: http://www.apexlg.com/index.php/blog/
    And the actual legislation found here: http://apps.leg.wa.gov/documents/billdocs/2011-12/Pdf/Bills/Session%20Law%202012/2239-S.SL.pdf

    Legal disclaimer: The answer provided above is for general information purposes only and should not be relied on. This answer does not form an attorney-client relationship. You should consult with an attorney of your choice to fully advise you about your legal rights and obligations