Choosing a Form of Business Ownership
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Transcript of Choosing a Form of Business Ownership
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 1
Choosing a Form of Business Ownership
Chapter
4
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 2
Sole Proprietorship
Partnership
Corporation• S Corporation• LLC (Limited Liability Corporation)
3 Main Forms of Ownership
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 3
To be “liable” for something means to be responsible for it.• In business, the owners of the business are
liable for the products (inventory), the buildings, the employees, the income, AND….
• The debt. Limited liability Unlimited liability
What is liability?
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 4
A business that is owned (and usually operated) by one person
The simplest form of business ownership and the easiest to start
The most popular form of business ownership
Sole Proprietorships
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 5
Relative Percentages of Sole Proprietorships, Partnerships, and Corporations in the U.S.
Source: U.S. Bureau of the Census, Statistical Abstract of the United States, Washington, D.C., 2010, Table 729 (www.census.gov).
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 6
Total Sales Receipts of American Businesses
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 7
Advantages and Disadvantages of Sole Proprietorships
ADVANTAGES• Ease of start-up
and closure• Pride of ownership• Retention of all profits• No special taxes• Flexibility of being your
own boss
DISADVANTAGES– Unlimited liability
• The business owner is personally responsible for all the debts of the business
– Lack of continuity– Lack of money to put into
the business– Limited management skills– Difficulty in hiring
employees
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 8
Partnerships
A voluntary association of two or more persons to act as co-owners of a business for profit
Less common form of ownership than sole proprietorship or corporation
No limit on the maximum number of partners; most have only two
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 9
Types of Partners
General partner• A person who assumes full or shared responsibility for operating a
business• General partnership: a business co-owned by two or more general
partners who are liable for everything the business does
Limited partner• A person who contributes capital to a business but has no
management responsibility or liability for losses beyond the amount he or she invested in the partnership
• Limited partnership: a business co-owned by one or more general partners who manage the business and limited partners who invest money in it
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 10
The Partnership Agreement
Articles of partnership• An agreement in writing explaining the terms of the
partnership• Agreement should state
– Who will make final decisions– What each partner’s duties will be– How much each partner will invest– How much profit or loss each partner receives
or is responsible for– How the partnership can be dissolved
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 11
Articles of Partnership
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 12
Articles of Partnership (cont.)
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 13
Advantages and Disadvantages of Partnerships
ADVANTAGES • Ease of start-up• Availability of capital
and credit• Personal interest• Combined business skills
and knowledge• Retention of profits • No special taxes
DISADVANTAGES• Unlimited liability
• Management disagreements
• Lack of continuity
• Frozen investment-easy to invest in, but sometimes hard to get your money back out if you need to.
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 14
Corporations
An artificial person created by law with most of the legal rights of a real person, including the rights to start and operate a business, to buy or sell property, to borrow money, to sue or be sued, and to enter into binding contracts.
Unlike a real person, however, a corporation exists only on paper.
They comprise about 19% of all businesses, but they account for 83% of sales revenues.
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 15
Stock Ownership in a Corporation
Important Terms:• Stock
– The shares of ownership of a corporation• Stockholder
– A person who owns a corporation’s stock• Closed corporation
– A corporation whose stock is owned by relatively few people and is not sold to the general public
• Open corporation (publicly traded)– A corporation whose stock is bought and sold on the
stock exchange and can be purchased by any individual
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 16
Forming a Corporation
Incorporation• The process of forming a corporation
Most experts recommend consulting a lawyer
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 17
Forming a Corporation (cont.)
Where to incorporate• Businesses can incorporate in any state they choose
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 18
Forming a Corporation (cont.)
The Corporate Charter (the articles of incorporation):• A contract between the corporation and the state in
which the state recognizes the formation of the artificial person that is the corporation and includes– firm’s name and address– incorporators’ names and addresses– purpose of the corporation– maximum amount of stock and types of stock
to be issued– rights and privileges of stockholders– length of time the corporation is to exist
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 19
Forming a Corporation (cont.)
Stockholders’ rights• Common stock
– Stock owned by individuals or firms who may vote on corporate matters but whose claims on profit and assets are subordinate to the claims of others
• Preferred stock– Stock owned by individuals or firms who usually do not have voting
rights but whose claims on dividends are paid before those of common stock owners
• Dividend– A distribution of earnings to the stockholders of a corporation
• Proxy– A legal form listing issues to be decided at a stockholders’ meeting
and enabling stockholders to transfer their voting rights to some other individual or individuals
– Board members are directly responsible to stockholders for how they operate the firm
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 20
Hierarchy of Corporate Structure
Stockholders exercise a great deal of influence through their right to elect the board of directors.
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 21
Corporate Structure
Board of directors• The top governing body of a corporation, the
members of which are elected by the stockholders• Responsible for setting corporate goals,
developing strategic plans to meet those goals, and the firm’s overall operation
• Outside directors: experienced managers or entrepreneurs from outside the corporation who have specific talents
• Inside directors: top managers from within the corporation
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 22
Corporate Structure (cont.)
Corporate officers• The chairman of the board, president, executive vice
presidents, corporate secretary, treasurer, and any other top executive appointed by the board
• Implement the chosen strategy and direct the work of the corporation, periodically reporting results to the board and stockholders
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 23
Before Enron, boards of directors used to basically “rubber stamp” what the Chief Executive Officers (like Ken Lay) wanted. After Enron and the passage of the Sarbanes-Oxley Act, which makes directors responsible for acting in accordance with sound financial practices, boards are no longer content to just rubber stamp CEOs’ decisions, especially where chief financial officers (like Andy Fastow) are concerned.
In 2010, as part of Wall Street reform, the Securities and Exchange Commission (SEC) made it easier for shareholders to have a bigger say on corporate leadership at publicly traded companies. Shareholders who own 3 percent or more of company stock for at least three years are now able to nominate candidates for directors on the annual proxy ballot. The intent is to help shareholders hold corporate boards more accountable for their decisions.
A Change Since Enron…
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 24
Advantages and Disadvantages of Corporations
ADVANTAGES • Limited liability
– Each owner’s financial liability is limited to the amount of money that he or she has paid for the corporation’s stock
• Ease of raising capital• Ease of transfer of
ownership• Perpetual life• Specialized management
DISADVANTAGES– Difficulty and expense
of formation– Government regulation
and increased paperwork– Conflict within the
corporation– Double taxation-
corporation itself is taxed and then stockholders are taxed also.
– Lack of secrecy
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 25
Advantages and Disadvantages of a Sole Proprietorship, Partnership, and Corporation
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 26
Class Exercise
You want to own and manage your own business. To help you evaluate your chances of success, answer these questions.
• Do you have any experience in a business like the one you want to start?
• Have you worked for someone else as a supervisor or manager?
• Have you saved any money? How much?
• Do you know how much money you will need to get your business started?
• Do you know how much credit you can get from your suppliers and bankers?
• Do you know the good and bad points about going it alone, having a partner, and incorporating your business?
• What do you know about your potential customer?
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 27
Special Types of Corporations
S-corporation• A corporation that is taxed as if it were a partnership
(income taxed as personal income of stockholders) but still offers limited liability
• Restricted to having only 100 or less stockholders Limited-liability company (LLC)
• Combines the benefits of a corporation and partnership but avoids some of the restrictions and disadvantages
• Not restricted to having only 100 stockholders
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 28
Advantages and Disadvantages of a Regular Corporation, S-Corporation, Limited-Liability Company
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 29
Special Types of Business Ownership (cont.)
Not-for-profit corporations• Corporations organized to provide social,
educational, religious, or other services, rather than to earn a profit
• Charities, museums, private schools, colleges, and charitable organizations are organized as not-for-profits primarily to ensure limited liability
• Must meet specific IRS guidelines to obtain tax-exempt status
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 30
Corporate Growth
Growth from within• Introducing new products• Entering new markets
Growth through mergers and acquisitions• Merger: the purchase of one corporation by another;
essentially the same as an acquisition• Hostile takeover: a situation in which the management and
board of directors of a firm targeted for acquisition disapprove of the merger
• Tender offer: an offer to purchase the stock of a firm targeted for acquisition at a price just high enough to tempt stockholders to sell their shares
• Proxy fight: a technique used to gather enough stockholder votes to control a targeted company
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 31
Corporate Growth (cont.)
Horizontal mergers• Mergers between firms that make and sell similar products• Subject to approval by federal agencies to protect
competition
• Example: If Dell and Apple were to merge
Vertical mergers• Mergers between firms that operate at different but related
levels of production and marketing of a product• Usually one firm is a supplier or customer of the other
• Example: If UniRoyal (makes tires) merged with a company that supplies rubber.
Conglomerate mergers• Mergers between firms in completely different industries
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 32
Chapter Quiz
1. In the United States, the form of business ownership that generates the largest amount of sales revenues is the
A. sole proprietorship. B. partnership.C. corporation.D. limited-liability company.E. S-corporation.
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 33
Chapter Quiz
2. Which of the following is a disadvantageof a sole proprietorship?
A. FlexibilityB. No special taxesC. Pride of ownershipD. Retention of all profitsE. Unlimited liability
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 34
Chapter Quiz
3. A business co-owned by one or more general partners who manage the business and limited partners who invest money into it is called a
A. not-for-profit organizations.B. limited partnership.C. general partnership.D. limited-liability company.E. S-partnership.
© 2013 South-Western, a part of Cengage Learning. All rights reserved. Chapter 4 | Slide 35
Chapter Quiz
4. A ____________ is a merger between firms that make and sell similar products or services in similar industries.
A. horizontal mergerB. vertical mergerC. conglomerate merger D. hostile takeoverE. tender offer