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Business Entity Forms
Sole Proprietorship
Sole Proprietorship
PartnershipPartnership CorporationCorporation
C 5
* Proprietorships and partnerships that are set up as LLC’s provide limited liability.
* Proprietorships and partnerships that are set up as LLC’s provide limited liability.
Characteristics of Businesses
Characteristic Proprietorship Partnership CorporationBusiness entity yes yes yesLegal entity no no yesLimited liability no no yesUnlimited life no no yesBusiness taxed no no yesOne owner allowed yes no yes
Characteristic Proprietorship Partnership CorporationBusiness entity yes yes yesLegal entity no no yesLimited liability no no yesUnlimited life no no yesBusiness taxed no no yesOne owner allowed yes no yes
**
C 5
Owners of a corporation are called shareholders (or stockholders).
When a corporation issues only one class of stock, we call it common stock
(or capital stock).
CorporationC 5
Privately HeldPrivately HeldPrivately HeldPrivately Held
Publicly HeldPublicly HeldPublicly HeldPublicly Held
Ownership can be
Corporate Form of Organization
Existence is separate from
owners.
Existence is separate from
owners.
An entity created by law.
An entity created by law.
Has rights and privileges.
Has rights and privileges.
C 1
Advantages
• Separate Legal Entity
• Limited Liability of Stockholders
• Transferable Ownership Rights
• Continuous Life
• Stockholders Are Not Corporate Agents
• Ease of Capital Accumulation
Disadvantages
• Governmental Regulation
• Corporate Taxation
Advantages
• Separate Legal Entity
• Limited Liability of Stockholders
• Transferable Ownership Rights
• Continuous Life
• Stockholders Are Not Corporate Agents
• Ease of Capital Accumulation
Disadvantages
• Governmental Regulation
• Corporate Taxation
Characteristics of CorporationsC 1
StockholdersStockholders
Board of DirectorsBoard of Directors
President, Vice-President, President, Vice-President, and Other Officersand Other Officers
Employees of the CorporationEmployees of the Corporation
Organizing and Managing a Corporation
C 1
C orpo ra te O rgan iza tion C hart
Secretary V ice P residentF inance
V ice P residentP roduction
V ice P residentM arketing
President
Board of D irectors
S tockholdersUltimate control.
Ultimate control.
Stockholders usually meet once a year.
Stockholders usually meet once a year.
Organizing and Managing a Corporation
Selected by a vote of the
stockholders.
Selected by a vote of the
stockholders.
Overall responsibility for managing the company.
Overall responsibility for managing the company.
C 1
Vote at stockholders’ meetings.Sell stock. Purchase additional shares of stock.Receive dividends, if any.Share equally in any assets remaining
after creditors are paid in a liquidation.
Vote at stockholders’ meetings.Sell stock. Purchase additional shares of stock.Receive dividends, if any.Share equally in any assets remaining
after creditors are paid in a liquidation.
Rights of StockholdersC 1
Each unit of ownership is
called a share of stock.
A stock certificate serves as proof
that a stockholder has purchased
shares.
Each unit of ownership is
called a share of stock.
A stock certificate serves as proof
that a stockholder has purchased
shares.
Stock Certificates and Transfer
When the stock is sold, the stockholder signs a transfer endorsement on the back of the stock certificate.
When the stock is sold, the stockholder signs a transfer endorsement on the back of the stock certificate.
C 1
Basics of Capital Stock
Total amount of stock that a corporation’s charter authorizes it to sell.
Total amount of stock that a corporation’s charter authorizes it to sell.
C 1
Basics of Capital Stock
Total amount of stock that has been issued to stockholders.
Total amount of stock that has been issued to stockholders.
C 1
Par value is an arbitrary amount assigned to each
share of stock when it is authorized.
Par value is an arbitrary amount assigned to each
share of stock when it is authorized.
Market price is the amount that each share of stock will
sell for in the market.
Market price is the amount that each share of stock will
sell for in the market.
Selling (Issuing) Stock
C 1
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for $25 per share.
Let’s record this transaction.
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for $25 per share.
Let’s record this transaction.
Record:1. The cash received.
2. The number of shares issued × the par value per share in the Common Stock account.
3. The remainder is assigned to Contributed Capital in Excess of Par.
Record:1. The cash received.
2. The number of shares issued × the par value per share in the Common Stock account.
3. The remainder is assigned to Contributed Capital in Excess of Par.
Issuing Par Value StockP1
Issuing Par Value Stock
Dr CrSept. 1 Cash 2,500,000
Common stock, $2 par value 200,000 Contributed capital in excess of par value 2,300,000
Sold and issued 100,000 shares of common stock
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for $25 per share.
Let’s record this transaction.
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for $25 per share.
Let’s record this transaction.
P1
Record:1. The asset received at its market value.
2. The number of shares issued × the par value per share in the Common Stock account.
3. The remainder is assigned to Contributed Capital in Excess of Par.
Record:1. The asset received at its market value.
2. The number of shares issued × the par value per share in the Common Stock account.
3. The remainder is assigned to Contributed Capital in Excess of Par.
Issuing Stock for Noncash Assets
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for land valued at
$2,500,000. Let’s record this transaction.
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for land valued at
$2,500,000. Let’s record this transaction.
P1
Issuing Stock for Noncash Assets
Dr Cr Sept. 1 Land 2,500,000
Common stock, $2 par value 200,000 Contributed capital in excess of par value 2,300,000
Exchanged 100,000 common shares for land
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for land valued at
$2,500,000. Let’s record this transaction.
Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for land valued at
$2,500,000. Let’s record this transaction.
P1
A separate class of stock, typically having priority over common shares in . . .
Dividend distributions.Distribution of assets in case of liquidation.
A separate class of stock, typically having priority over common shares in . . .
Dividend distributions.Distribution of assets in case of liquidation.
Usually has a stated dividend rate.
Usually has a stated dividend rate.
Normally has no voting rights.
Normally has no voting rights.
Preferred StockC 3
Vs. NoncumulativeCumulativeDividends in arrears must be paid before
dividends may be paid on common
stock.
Dividends in arrears must be paid before
dividends may be paid on common
stock.
Undeclared dividends from current and
prior years do not have to be paid in future
years.
Undeclared dividends from current and
prior years do not have to be paid in future
years.
Cumulative or Noncumulative Dividend
Most preferred stock is cumulative.
Most preferred stock is cumulative.
P4
Vs. NonparticipatingParticipatingDividends may exceed a stated amount once common stockholders
receive a dividend equal to the preferred
stated rate.
Dividends may exceed a stated amount once common stockholders
receive a dividend equal to the preferred
stated rate.
Dividends are limited to a maximum amount each
year. The maximum is usually the stated
dividend rate.
Dividends are limited to a maximum amount each
year. The maximum is usually the stated
dividend rate.
Participating or Nonparticipating Dividend
Most preferred stock is
nonparticipating.
Most preferred stock is
nonparticipating.
P4
Reasons for Issuing Preferred Stock
• To raise capital without sacrificing control.
• To boost the return earned by common stockholders through financial leverage.
• To appeal to investors who may believe the common stock is too risky or that the expected return on common stock is too low.
• To raise capital without sacrificing control.
• To boost the return earned by common stockholders through financial leverage.
• To appeal to investors who may believe the common stock is too risky or that the expected return on common stock is too low.
P4
To pay a cash dividend the corporation must have:
1. A sufficient balance in retained earnings and
2. The cash necessary to pay the dividend.
Cash Dividend Types and Frequency
75%
22%
0%
20%
40%
60%
80%
100%
Common Preferred
Cash DividendsP2
Regular cash dividends provide a return to investors and almost always affect the stock’s
market value.
Dividends
StockholdersJune
30
Cash Dividends
Corporation
P2
Three important datesThree important dates
Date of Declaration
Record liabilityfor dividend.
Dividends
Date of Record
No entryrequired.
Date of Payment
Record payment ofcash to stockholders.
Entries for Cash DividendsP2
Date of Declaration
Record liabilityfor dividend.
Dividends
On January 19, a $1 per share cash dividend is On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s 10,000 common declared on Dana, Inc.’s 10,000 common
shares outstanding. The dividend will be paid shares outstanding. The dividend will be paid on March 19 to stockholders of record on on March 19 to stockholders of record on
February 19.February 19.
Entries for Cash Dividends
Dr Cr Jan. 19 Retained earnings 10,000
Common dividend payable 10,000 Declared $1 per share cash dividend
P2
Date of Record
No entryrequired.
Entries for Cash Dividends
On January 19, a $1 per share cash On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s dividend is declared on Dana, Inc.’s 10,000 common shares outstanding. 10,000 common shares outstanding. The dividend will be paid on March The dividend will be paid on March
19 to stockholders of record on 19 to stockholders of record on February 19.February 19.
No entry required on February 19.
P2
Date of Payment
Record payment ofcash to stockholders.
Entries for Cash Dividends
On January 19, a $1 per share cash On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s dividend is declared on Dana, Inc.’s 10,000 common shares outstanding. 10,000 common shares outstanding.
The dividend will be paid on March 19 The dividend will be paid on March 19 to stockholders of record on February to stockholders of record on February
19.19.
Dr CrMar. 19 Common dividend payable 10,000
Cash 10,000 Paid $1 per share cash dividend
C 1
Created when a company incurs cumulative losses or pays dividends greater than total profits earned in other years.
Deficits and Cash DividendsP2
The corporation distributes additional shares of its own stock to its stockholders without
receiving any payment in return.
The corporation distributes additional shares of its own stock to its stockholders without
receiving any payment in return.
Stock Dividends
Why a stock dividend?
•Can be used to keep the market price on the stock affordable.
•Can provide evidence of management’s confidence that the company is doing well.
Why a stock dividend?
•Can be used to keep the market price on the stock affordable.
•Can provide evidence of management’s confidence that the company is doing well.
HotAir, Inc.Common Stock
100 shares
$1 par
P3
Here is the stockholders’ equity section of Quest’s balance sheet prior to the
declaration of a small stock dividend.
Here is the stockholders’ equity section of Quest’s balance sheet prior to the
declaration of a small stock dividend.
Recording a Small Stock DividendP3
On December 31, 2008, Quest declared a 2% stock dividend, when the stock was selling for $10 per
share. The stock will be distributed to stockholders on January 20, 2009. Let’s make the December 31
entry.
On December 31, 2008, Quest declared a 2% stock dividend, when the stock was selling for $10 per
share. The stock will be distributed to stockholders on January 20, 2009. Let’s make the December 31
entry.
Recording a Small Stock Dividend
100,000 × 2% = 2,000 × $10 = $20,000100,000 × 2% = 2,000 × $10 = $20,000 2,000 × $1 par = $2,0002,000 × $1 par = $2,000
100,000 × 2% = 2,000 × $10 = $20,000100,000 × 2% = 2,000 × $10 = $20,000 2,000 × $1 par = $2,0002,000 × $1 par = $2,000
Dr CrDec. 31 Retained earnings 20,000
Common Stock Dividend 2,000 Contributed capital in excess of par value 18,000
Declared a 2,000 share (2%) stock dividend
P3
A distribution of additional shares of stock to stockholders according to their percent
ownership.
A distribution of additional shares of stock to stockholders according to their percent
ownership.
Common Stock
$10 par value
100 shares
OldShares
NewShares Common Stock
$5 par value
200 shares
Stock SplitsP3
Thomas, Inc. has the following stockholders’ equity Thomas, Inc. has the following stockholders’ equity section just prior to a 2-for-1 stock split.section just prior to a 2-for-1 stock split.
Thomas, Inc. has the following stockholders’ equity Thomas, Inc. has the following stockholders’ equity section just prior to a 2-for-1 stock split.section just prior to a 2-for-1 stock split.
Stock SplitsP3
After the 2-for-1 split the stockholders’ equity section of the After the 2-for-1 split the stockholders’ equity section of the balance sheet looks like this . . .balance sheet looks like this . . .
After the 2-for-1 split the stockholders’ equity section of the After the 2-for-1 split the stockholders’ equity section of the balance sheet looks like this . . .balance sheet looks like this . . .
No accountingentry is made.No accountingentry is made.
Stock SplitsP3
Corporations acquire shares of their own stock.
Why would acompany do
that?
Why would acompany do
that?
Use the shares to acquireUse the shares to acquirecontrol of another corporation.control of another corporation.
To avoid a hostile takeover.To avoid a hostile takeover.
Use the shares forUse the shares foremployee stock options.employee stock options.
To maintain a strong market forTo maintain a strong market forits stock or show managementits stock or show managementconfidence in the current price.confidence in the current price.
Use the shares to acquireUse the shares to acquirecontrol of another corporation.control of another corporation.
To avoid a hostile takeover.To avoid a hostile takeover.
Use the shares forUse the shares foremployee stock options.employee stock options.
To maintain a strong market forTo maintain a strong market forits stock or show managementits stock or show managementconfidence in the current price.confidence in the current price.
Treasury StockP5
On May 8, Whitt, Inc. purchased 2,000 of its own shares of stock in the open market for $8,000.
On May 8, Whitt, Inc. purchased 2,000 of its own shares of stock in the open market for $8,000.
Purchasing Treasury Stock
Treasury stock is shown as a reduction in totalTreasury stock is shown as a reduction in totalstockholders’ equity on the balance sheet.stockholders’ equity on the balance sheet.
Treasury stock is shown as a reduction in totalTreasury stock is shown as a reduction in totalstockholders’ equity on the balance sheet.stockholders’ equity on the balance sheet.
Cr DrMay 8 Treasury stock, common 8,000
Cash 8,000 Purchase 2,000 treasury shares
at $4 per share
P5
On June 30, Whitt sold 100 shares of its treasury stock for $4 per share.
On June 30, Whitt sold 100 shares of its treasury stock for $4 per share.
Selling Treasury Stock at Cost
$8,000 ÷ 2,000 shares = $4 cost per treasury share$8,000 ÷ 2,000 shares = $4 cost per treasury share
Dr CrJune 30 Cash 400
Treasury stock, common 400 Sold 100 shares of treasury
for $4 per share
P5
On July 19, Whitt, Inc. sold an additional 500 shares of its treasury stock for $8 per share.
On July 19, Whitt, Inc. sold an additional 500 shares of its treasury stock for $8 per share.
Selling Treasury Stock Above Cost
Cr DrJuly 19 Cash 4,000
Treasury Stock, common 2,000 Contributed Capital, treasury stock 2,000 Sold 500 treasury shares for $8 per share
P5
On August 27, Whitt sold an additional 400 shares of its treasury stock for $1.50 per share.
On August 27, Whitt sold an additional 400 shares of its treasury stock for $1.50 per share.
Selling Treasury Stock Below Cost
Cr DrAug. 27 Cash 600
1,000 Treasury stock, common 1,600 Sold 500 treasury shares for $1.50 per share
Contributed capital, treasury stock
P5
Earnings per share is one of the most widely cited items of accounting information.
Earnings per share is one of the most widely cited items of accounting information.
Earnings Per Share
Basicearningsper share
= Net income - Preferred dividends Weighted-average common shares outstanding
A 1
The right to purchase common stock at a fixed price over a specified period of time. As the
stock’s price rises above the fixed option price, the value of the option increases.
The right to purchase common stock at a fixed price over a specified period of time. As the
stock’s price rises above the fixed option price, the value of the option increases.
Optionpurchaseprice $30 per share.
Stock Options
Marketprice of
stock $75 per share.
A 1
Options are given to key employees to motivate them to:
focus on company performance,take a long-run perspective, andremain with the company.
Options are given to key employees to motivate them to:
focus on company performance,take a long-run perspective, andremain with the company.
Stock OptionsA 1