ch. 9: business organizations 1.sole proprietorships 2.partnerships 3.corporations and franchises
TRANSCRIPT
CH. 9: Business CH. 9: Business OrganizationsOrganizations
1.1. Sole ProprietorshipsSole Proprietorships
2.2. PartnershipsPartnerships
3.3. Corporations and FranchisesCorporations and Franchises
ENTREPRENEUR:ENTREPRENEUR:
• Person willing to take the risk and start a business
SOLE PROPRIETORSHIPSOLE PROPRIETORSHIP
• Owned and controlled by a single individual : “Proprietor” = OWNER of PROPERTY
• Most basic type
• Most common– Only 5% of sales– But 70% of businesses
• Most small, local businesses
ADVANTAGES of SOLEADVANTAGES of SOLEPROPRIETORSHIPPROPRIETORSHIP
• Less complicated (easy to form / dissolve)• Easy decision-making (owner “calls the shots”)• Direct communication with employees• Fewer government regulations• Owner gets all the profits & pride (high incentive)
--makes all decisions --quick
• NO DOUBLE TAXATION: Personal income taxes often lower than corp. taxes
• Lenders are more willing to extend credit because of UNLIMITED LIABILITY of sole owner
KEY TERMS:KEY TERMS:
• ASSETS: What you OWN!
• LIABILITIES: What you OWE!
DISADVANTAGES of SOLEDISADVANTAGES of SOLEPROPRIETORSHIPPROPRIETORSHIP
• Borrowing large amounts = harder because of limited assets• Small budget limits variety and diversity of products
• UNLIMITED LIABILITY • complete legal responsibility for all debts and damages• lose house, car, savings, etc., as well as business (personal as well as
business ASSETS) …THUS, HIGH INSURANCE COSTS!
• Owner has to make all the decisions even in areas which are out of his expertise
• Demanding & time consuming• Business closes if owner dies, goes bankrupt, or is
unwilling or unable to work
PARTNERSHIPPARTNERSHIP
• A business that two or more individuals own and operate
• Account for – 5% of annual sales– 15% of businesses
ADVANTAGES of ADVANTAGES of PARTNERSHIPSPARTNERSHIPS
• More human & financial resources– Greater efficiency with each partner working in his
area of expertise– Combines CAPITAL of two or more, thus, makes
more $ available to operate a larger business– Creditors may be willing to lend more money because
risk is shared• PRIDE in ownership: all profit & pride belongs to
the FEW partners (high incentive)• Losses are shared• NO DOUBLE TAXATION: Personal income
taxes may be lower than corporate taxes
DISADVANTAGES of DISADVANTAGES of PARTNERSHIPSPARTNERSHIPS
• More difficult to form & dissolve• Communication between owners & employees isn’t as direct• Slower decision making (consensus); disagreements lead to
problems• Borrowing large amounts = harder because of limited assets• Must SHARE PROFITS • UNLIMITED LIABILITY (responsible if partner can’t pay and
responsible for partners’ acts!)--complete legal responsibility for all debts and damages--lose house, car, savings, etc., as well as business (personal as well as business ASSETS)
• Business closes if one partner dies, leaves, or is unwilling or unable to work (uncertainty = risk for creditor)
LIMITED PARTNERSHIPLIMITED PARTNERSHIP
• Special form of partnership• GENERAL PARTNER:
--manages firm
--has full responsibility for firm’s debt
• LIMITED PARTNER:--supplies money or property
--has no voice in management
• Certificate of Partnership: (minimum info) co. name, nature of business, principal place of business, names and addresses of each partner, how long partnership will last, amount contributed by each partner
JOINT VENTUREJOINT VENTURE
• A temporary partnership
• Set up for a specific purpose
• For a short period of time
CORPORATIONCORPORATION• An organization owned by stockholders• Account for
– 90% of all sales (large economic impact!)
– 15% of businesses (relatively few)
• Treated as a PERSON under the LAW (a separate legal entity; it can
– Own property– Pay taxes– Make contracts– Sue and be sued
ADVANTAGES of ADVANTAGES of CORPORATIONSCORPORATIONS
• Access to the most financial resources due to sale of STOCKS & BONDS, thus can develop diversified product line
• LIMITED LIABILITY: The corp., not its stockholders, is responsible for its debts. Creditors cannot take stockholders’ personal property; stockholder can lose only what he’s got in the stock
• MANAGEMENT = divided among trained personnel; allows for large & complex operations
• PRIDE in ownership of stock• FINANCING GROWTH: issue stock to raise CAPITAL• PERPETUAL EXISTENCE: Corp. can continue as long as
profitable; not affected by death of stockholders
DISADVANTAGES of DISADVANTAGES of CORPORATIONSCORPORATIONS
• DECISION MAKING can be slow and complicated (Board of Directors must vote)
• PRINCIPAL-AGENT PROBLEM: management’s interests and the STOCKHOLDERS’ interests aren’t always the same
• PROFIT IS DOUBLE TAXED:– CORPORATE PROFIT TAX: Federal gov’t and some
state & local govt’s tax corporate profits; CORP. “INCOME TAX”
– Profits paid to stockholders as DIVIDENDS are taxes again as income
• Some states tax CORPORATE PROPERTY• Owners (STOCKHOLDERS) have little say in how the
corporation is run
ARTICLES of INCORPORTATIONARTICLES of INCORPORTATION
• Filed with STATE in order to obtain a CORPORATE CHARTER (a license to
operate from that state)• Includes:
– Name, address, & purpose of corp.– Names & addresses of bd. of directors– Number of shares of stock to be issued– Amount of money capital to be raised through
issuing stock
FRANCHISEFRANCHISE
• A contract in which a FRANCHISOR sells to another business (FRANCHISEE) the right to
--use its name (and advertising)
--sell its products
--use its business model & methods or training program
• FRANCHISEE pays fee which may include a percentage of all $$$ taken in
• EX.: McDonalds & McAllister’s Deli
MERGERSMERGERS
• Occur when 2 or more businesses unite under the same ownership
• One can buy the other or they can simply combine
• 3 categories:– HORIZONTAL MERGERS– VERTICAL MERGERS– CONGLOMERATE MERGERS
3 Categories of MERGERS:3 Categories of MERGERS:• HORIZONTAL MERGER:
– 2 companies at the same stage of production join; eliminates competition
– McDonalds & Burger King– VERTICAL MERGER: – 2 companies at different stages of production of the
same product merge– McDonalds and a meat processing company
• CONGLOMERATE MERGER– 2 totally UNRELATED companies merge
Celler-Kefauver ActCeller-Kefauver Act
• 1950
• Prohibits any type of merger that gives merging firms an unfair advantage in the marketplace (MONOPOLY)
INFO. on STOCKSINFO. on STOCKS
• Types
• Benefits and risks
• Primary and Secondary Markets
COMING SOON !!! We’ll cover these when we talk about FINANCING A BUSINESS!