CHAPTER 3: BUSINESS ORGANIZATIONS
Section One: Forms of Business Organization
I. Forming a Proprietorship Easiest form of business to start-needs
only the occasional licenses and fees Ease of start up Relative ease of management Decisions can be made quickly
Proprietorship Advantages Owner enjoys the PROFITS of
successful management without having to share
No separate business income taxes Not recognized as a separate legal entity Owner must pay individual income taxes
on profits Business is exempt from any tax on the
income Psychological satisfaction Easy to get out of business
Proprietary Disadvantages Unlimited liability
Owner is personally and fully responsible for all loses and debts of the business
If business fails, the owner’s personal possessions may be taken away to satisfy business debts
Difficult to raise capital Personal financial resources are limited
Size and efficiency: Inventory is any unused stock of finished goods/parts in reserve
Proprietary Disadvantages Limited Managerial Skills Difficulty of attracting qualified
employees Fringe benefits- Employee benefits such as
vacation, sick leave, retirement, medical, and health insurance may not be available
Limited lifespan: The firm legally ceases to exist when the owner dies, quits, or sells the business
II. Partnerships Owned by 2 or more persons Least numerous business organization Smallest proportion of sales and net
income
Types of Partnerships General Partnership: All partners are
responsible for the management and financial obligations of the business.
Limited Partnership: At least one partner is not active in the daily running of the business, although he or she may have contributed funds to finance the operation
Ex. www.evangelinecafe.com
Forming a Partnership Relatively easy to start Articles of Partnership: Formal legal
papers which specify arrangements between partners
Advantages of Partnerships
Ease of start up. Articles of Partnership involves attorney
fees and filing fee for the state. Ease of management: Each partner
usually brings different areas of expertise to the business.
Lack of special taxes: Partners draw profits from the firm and then pay individual income taxes at the end of the year
Advantages of Partnerships Usually attract financial capital
more easily than a sole proprietorship
Slightly larger size = greater efficiency
Lawyers, doctors, accountants Usually attract top talent to their
organizations
Disadvantages of Partnerships Unlimited Liability: Each partner is
fully responsible for the acts of all partners
Limited Partnership: The limited partner has limited liability Investor’s responsibility for the debts of the
business is limited by the size of their investment in the firm
If business fails with a large debt, the limited partner (investor) only loses their original investment, leaving the general partners to make up the rest
Disadvantages of Partnerships Limited Life: When a partner leaves or
dies, the partnership must be dissolved and reorganized. The new partner may try to keep an
agreement to keep its name Potential for Conflict: “Why can’t we
all just get along?”
Warm-Up
• Get out a sheet of paper• Look up P&G• Find one of their companies, write this down• Then write down 5 products that the company makes
III. Corporations
Defn: A form of business organization recognized by law a a separate legal entity having all as an individual. Can buy & sell property Enter into legal contracts and sue and
be sued Account for 1/5 of the firms in the US Account for 90% of all sales Ex:
http://www.timewarner.com/corp/businesses/index.html
Forming a Corporation
Very formal and legal arrangement Incorporation (or forming a
corporation) must file for permission from the state where business will have be headquartered
Charter: A government document that gives permission to create a corporation if approved States the company name, address,
purpose of business, and the number of shares of stock, or ownership certificates, within the firm
Forming a Corporation, continued
Shares of stock are sold to investors called…
stockholders, or shareholders.
$$ is then used to set-up corporation
A check, or dividend, is paid to shareholders if the corporation is profitable
Corporate Structure: Common Stock
Investors become owners with certain ownership rights, depending on type of stock purchased:
Common Stock: Basic ownership of corporation Owner usually receives 1 vote for each share of
stock Used to elect board of directors who direct the
corporation’s business by setting policies/goals The Board hires a professional management
team to run the business on a daily basis
Common Stock
The dividend is variable and common stock shareholders are the last to receive a dividend or get their $$ back if corporation fails.
Preferred Stock
Nonvoting ownership shares of a corporation
These shareholders receive dividends first and they are fixed If there are funds or property left after a
business fails, preferred stockholders get their investment back first!
Preferred stockholders cannot elect the board of directors-THEY CANNOT VOTE!!
Advantages of the Corporation Ease of raising financial capital Need more capital?
Sell additional stock Borrow $$ by issuing bonds: Written
promise to repay the amount borrowed at a later date
Principal: Amount borrowed to be repaid later
Interest: The price paid by the corporation for the use of another’s $$
Advantages of the Corporation
Ease of finding professional managers
Limited liability for its owners Corporation is fully responsible for its
debts and obligations **Because limited liability is so
attractive, many firms incorporate just to take advantage of it
Advantages of the Corporation
Unlimited life: Corporation continues to exist even when ownership changes Because the corporation is a legal entity,
the name of the company remains the same, and the corporation continues to do business
Ease of transferring ownership: If a shareholder no longer wants to be an owner, they can sell the stock
Disadvantages of the Corporation
Difficult to get a charter Depending on the state, attorneys’ fees
and filing expense can cost several thousand $$
Owners/shareholders have little say in business affairs after voting for board of directors
Double Taxation: Corporate profits Stockholders’ dividends are taxed twice:
once as corporate profit and again as personal income
Disadvantages of the Corporation
Lots of Government regulation: Register with state where the Corp. is
chartered To sell stock to the public, the Corp.
must register with the Securities and Exchange Commission
Provide detailed financial statements on regular basis to the general public
When taking over another business, the Corp may require federal approval
Government and Business Regulation
Business Regulation: In the 20th century, various consumer groups demanded regulation of giant corporations.
Federal and state governments responded by passing stronger regulations.
Rigorous regulations for banks, insurance companies, electricity, telephone, and transportation
Ex?, Sherman and Clayton Anti-trust Acts, FDIC, Federal Reserve, FCC, Dept. of Transportation
Government and Business Regulation
Business Development: States try to attract new industry. Offer tax credit or a reduction in taxes for a business to move to a state
Examples in TX? www.governor.state.tx.us/ecodev/
Mergers
Mergers – combination of two or more businesses into one. Horizontal: two alike companies join forces- AT&T
and Cingular Vertical: bring together firms that produce one
product – baseball bats
Types of corporations
Conglomerate – four or more businesses from Mergers and Acquisitions
Multinational – corp. has businesses in many countries
Business Mathematics
• Income Statement – shows a business’ sales, expenses and profits
• Net Income – revenues minus expenses and taxes.• Expenses– inventory, wages, interest payments, and depreciation
• *Depreciation is a non cash charge(your capitals goods wear out and get old)
• • Cash Flow – the sum of net income and non-cash charges• *it’s a real measure of profits for a business