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Transcript of Chapter 3 Forms of Ownership Copyright ©2009 Pearson Education, Inc. Publishing as Prentice Hall 1...
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
11Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Choosing a Form of Ownership
There is no one “best” form of There is no one “best” form of ownershipownership
The best form of ownership depends The best form of ownership depends on an entrepreneur’s particular on an entrepreneur’s particular situationsituation
The key to choosing a form of The key to choosing a form of ownership is understanding how each ownership is understanding how each form’s characteristics affect an form’s characteristics affect an entrepreneur’s specific business and entrepreneur’s specific business and personal circumstances personal circumstances
Choosing a Form of Ownership
Copyright © 2009 Pearson Education, Inc. Publishing as Prentice Hall
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
33Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Factors to ConsiderFactors to Consider
Tax considerationsTax considerations Liability exposureLiability exposure Start-up capital requirementsStart-up capital requirements ControlControl Managerial abilityManagerial ability Business goalsBusiness goals Management succession plansManagement succession plans Cost of formationCost of formation
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
44Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Forms of Forms of OwnershipOwnership Sole ProprietorshipSole Proprietorship PartnershipPartnership CorporationCorporation S CorporationS Corporation Limited Liability CompanyLimited Liability Company Joint VentureJoint Venture
Data Source: Statistics of Income Bulletin, Internal Revenue Service, October, 2006
Forms of OwnershipPercentage of Businesses
Sole Proprietorships69.2%
Partnerships8.2%
C Corportations7.7%
S Corporations11.5%
LLCs3.5%
Data Source: Statistics of Income Bulletin, Internal Revenue Service, October, 2006
Forms of OwnershipPercent of Sales
Sole Proprietorships4.3% Partnerships
10.7%
C Corportations64.4%
S Corporations16.2%
LLCs4.5%
Forms of OwnershipPercentage of Net Income
Sole Proprietorships14.7%
Partnerships25.0%
C Corportations38.5%
S Corporations14.0%
LLCs7.7%
Data Source: Statistics of Income Bulletin, Internal Revenue Service, October, 2006
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
88Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Advantages of the Advantages of the Sole ProprietorshipSole Proprietorship
Simple to createSimple to create Least costly form to beginLeast costly form to begin Profit incentiveProfit incentive Total decision-making Total decision-making
authorityauthority No special legal restrictionsNo special legal restrictions Easy to discontinueEasy to discontinue
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
99Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the Sole ProprietorshipSole Proprietorship
Unlimited personal liabilityUnlimited personal liability
Liability Features of the Basic Forms of Liability Features of the Basic Forms of OwnershipOwnership
Sole Proprietorship
Claims of Sole Proprietor’s CreditorsClaims of Sole Proprietor’s Creditors
Sole Proprietor’s Personal AssetsSole Proprietor’s Personal Assets
Copyright © 2009 Pearson Education, Inc. Publishing as Prentice Hall
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
1111Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the Sole ProprietorshipSole Proprietorship
Limited access to capitalLimited access to capital Limited skills and Limited skills and
abilitiesabilities Feelings of isolationFeelings of isolation Lack of continuityLack of continuity
Unlimited personal liabilityUnlimited personal liability
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1212Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
PartnershipPartnership
An association of two or more An association of two or more people who co-own a business for people who co-own a business for the purpose of making a profitthe purpose of making a profit
Take the time to create a written Take the time to create a written partnership agreement!partnership agreement!
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
1313Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Advantages of the Advantages of the PartnershipPartnership Easy to establishEasy to establish Complementary skills of Complementary skills of
partnerspartners Division of profitsDivision of profits Larger pool of capitalLarger pool of capital
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1414Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Advantages of the Advantages of the PartnershipPartnership
Ability to attract limited Ability to attract limited partnerspartners
Minimal government Minimal government regulationregulation
FlexibilityFlexibility TaxationTaxation
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1515Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the PartnershipPartnership
Unlimited liability of at least one Unlimited liability of at least one partnerpartner
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1616Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Types of PartnersTypes of Partners
General partnersGeneral partners Take an active role in managing a businessTake an active role in managing a business Have unlimited liability for the partnership’s Have unlimited liability for the partnership’s
debtsdebts Every partnership must have at least one Every partnership must have at least one
general partnergeneral partner
Limited partnersLimited partners Cannot participate in the day-to-day Cannot participate in the day-to-day
management of a company management of a company Have limited liability for the partnership’s debts Have limited liability for the partnership’s debts
Liability Features of the Basic Forms of Liability Features of the Basic Forms of OwnershipOwnership
Partnership
Claims of Partnership’s CreditorsClaims of Partnership’s Creditors
Partnership’s AssetsPartnership’s AssetsGeneralPartner’sPersonalAssets
GeneralPartner’sPersonalAssets
GeneralPartner’sPersonalAssets
GeneralPartner’sPersonalAssets
Copyright © 2009 Pearson Education, Inc. Publishing as Prentice Hall
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
1818Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the PartnershipPartnership
Capital accumulationCapital accumulation Difficulty in disposing of Difficulty in disposing of
partnership interestpartnership interest
Unlimited liability of at least one Unlimited liability of at least one partnerpartner
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1919Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the PartnershipPartnership
Lack of continuityLack of continuity Potential for personality and Potential for personality and
authority conflictsauthority conflicts Partners bound by the law of Partners bound by the law of
agencyagency
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2020Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Limited PartnershipLimited Partnership
A partnership composed of at least A partnership composed of at least one general partner and one or one general partner and one or more limited partnersmore limited partners
The general partner in a limited The general partner in a limited partnership is treated exactly as in a partnership is treated exactly as in a general partnershipgeneral partnership
The limited partner has limited The limited partner has limited liability and is treated as an investor liability and is treated as an investor in the business in the business
Liability Features of the Basic Forms of Liability Features of the Basic Forms of OwnershipOwnership
Limited Partnership
Claims of Partnership’s CreditorsClaims of Partnership’s Creditors
Partnership’s AssetsPartnership’s AssetsGeneralPartner’sPersonalAssets
GeneralPartner’sPersonalAssets
LimitedPartner’sPersonalAssets
LimitedPartner’sPersonalAssets
BarrierBarrier
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Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
2222Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
The CorporationThe Corporation
A separate legal entity from its owners A separate legal entity from its owners Types of corporations:Types of corporations:
DomesticDomestic - a corporation doing business in - a corporation doing business in the state in which it is incorporated the state in which it is incorporated
ForeignForeign - a corporation chartered in one state - a corporation chartered in one state and doing business in another stateand doing business in another state
AlienAlien - a corporation formed in another - a corporation formed in another country but doing business in the United country but doing business in the United States States
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
2323Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
The CorporationThe Corporation
Types of corporations:Types of corporations: Publicly held Publicly held - a corporation that has a - a corporation that has a
large number of shareholders and large number of shareholders and whose stock usually is traded on one whose stock usually is traded on one of the large stock exchangesof the large stock exchanges
Closely held Closely held - a corporation in which - a corporation in which shares are controlled by a relatively shares are controlled by a relatively small number of people, often family small number of people, often family members, relatives, or friends members, relatives, or friends
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2424Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Advantages of theAdvantages of theCorporationCorporation
Limited liability of the Limited liability of the stockholdersstockholders
Liability Features of the Basic Forms of Liability Features of the Basic Forms of OwnershipOwnership
Corporation
Claims of Corporation’s CreditorsClaims of Corporation’s Creditors
Corporation’s AssetsCorporation’s Assets
Shareholder’sPersonal AssetsShareholder’sPersonal Assets
Shareholder’sPersonal AssetsShareholder’sPersonal Assets
BarrierBarrierBarrier
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Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
2626Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Advantages of theAdvantages of theCorporationCorporation
Ability to attract capitalAbility to attract capital Ability to continue indefinitelyAbility to continue indefinitely Transferable ownershipTransferable ownership
Limited liability of stockholdersLimited liability of stockholders
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2727Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the CorporationCorporation Cost and time of incorporatingCost and time of incorporating ““Double taxation”Double taxation” Potential for diminished Potential for diminished
managerial incentivesmanagerial incentives
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2828Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Disadvantages of the Disadvantages of the CorporationCorporation Legal requirements and Legal requirements and
regulatory “red tape”regulatory “red tape” Potential loss of control by Potential loss of control by
founder(s)founder(s) Piercing the corporate veilPiercing the corporate veil
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2929Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
S CorporationS Corporation No different from any other No different from any other
corporation from a legal perspectivecorporation from a legal perspective For tax purposes, however, an S For tax purposes, however, an S
corporation is taxed like a corporation is taxed like a partnership, passing all of its profits partnership, passing all of its profits (or losses) through to the individual (or losses) through to the individual shareholdersshareholders
To elect “S” status, all shareholders To elect “S” status, all shareholders must consent, and the corporation must consent, and the corporation must file with the IRS within the first must file with the IRS within the first 75 days of its tax year75 days of its tax year
Liability Features of the Basic Forms of Liability Features of the Basic Forms of OwnershipOwnership
S-Corporation
Claims of S-Corporation’s CreditorsClaims of S-Corporation’s Creditors
S-Corporation’s AssetsS-Corporation’s Assets
Shareholder’sPersonal AssetsShareholder’sPersonal Assets
Shareholder’sPersonal AssetsShareholder’sPersonal Assets
BarrierBarrierBarrier
Barrier
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Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
3131Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
S CorporationS Corporation Must be a U.S.-based corporationMust be a U.S.-based corporation No nonresident alien shareholdersNo nonresident alien shareholders Only one class of common stockOnly one class of common stock No more than 100 shareholders No more than 100 shareholders
(increased from 75)(increased from 75) No more than 20% of corporate income No more than 20% of corporate income
from passive investment sourcesfrom passive investment sources Corporations and partnerships cannot Corporations and partnerships cannot
be shareholdersbe shareholders
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3232Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Limited Liability Limited Liability Company (LLC)Company (LLC) Resembles an S Corporation Resembles an S Corporation
but is but is notnot subject to the same subject to the same restrictionsrestrictions
Two documents: Two documents: Articles of organizationArticles of organization Operating agreementOperating agreement
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3333Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
Limited Liability Limited Liability Company (LLC)Company (LLC)
An LLC cannot have more than An LLC cannot have more than twotwo of these four corporate of these four corporate characteristics:characteristics: Limited liabilityLimited liability Continuity of lifeContinuity of life Free transferability of interestFree transferability of interest Centralized managementCentralized management
Liability Features of the Basic Forms of Liability Features of the Basic Forms of OwnershipOwnership
Limited Liability Company (LLC)
Claims of LLC’s Creditors Claims of LLC’s Creditors
LLC’s Assets LLC’s Assets
Member’sPersonal AssetsMember’sPersonal Assets
Member’sPersonal AssetsMember’sPersonal Assets
BarrierBarrierBarrier
Barrier
Copyright © 2009 Pearson Education, Inc. Publishing as Prentice Hall
Copyright Copyright ©©2009 Pearson Education, Inc. Publishing as Prentice 2009 Pearson Education, Inc. Publishing as Prentice HallHall
3535Chapter 3 Forms of OwnershipChapter 3 Forms of Ownership
All rights reserved. No part of this publication may All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, electronic, mechanical, photocopying, recording, or otherwise, without the prior written or otherwise, without the prior written permission of the publisher. Printed in the United permission of the publisher. Printed in the United States of America.States of America.
Copyright ©2009 Pearson Education, Copyright ©2009 Pearson Education, Inc. Publishing as Prentice HallInc. Publishing as Prentice Hall