Chapter 4 - Types of business organizations

Forms of business ownership in the private sector

  • Partnerships: owned and controlled by two or more people
  • Private limited companies: owned, financed & controlled by between 2 & 50 people
  • Public limited companies (PLCs): owned, financed & controlled by a minimum of 2 shareholders with no maximum number of shareholders. (Open for the general public to buy shares)
  • Franchise: A business which has bought the right to trade under an established name
  • Sole Traders: Owned, controlled & financed by one person
  • Co-operatives: groups of people who enter a business & share the benefits

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Unincorporated: Legally, the owner & the business are the same

Incorporated: The owners & the business have separate legal identities

Liability: the legal debt a company owes to third-party creditors

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Sole Traders

  • Smallest most common type of business organization
  • Owned & operated by one person
  • CAN employ others but is the sole proprietor
  • Unincorporated
  • Unlimited liability

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%%Advantages of a sole trader%%==Disadvantages of a sole==
Few legal regulationsUnlimited liability
Own boss therefore complete controlmoney/finance
Freedom & flexibilityhigh costs
personal customer contactlack of training & lack of specialists
Decision makingraising capital
profit & secrecylong hours

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Recommended for people who:

  1. Are setting up a new business
  2. Not much capital needed
  3. Personal contact with customers required (e.g. hairdressers)

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Partnerships

  • Usually a small business, a little larger than sole traders
  • 2 or more people required to run a business, to make a profit
  • Maximum number of partners = 20
  • Sharing of losses & profits - split risk based on portion of capital invested by each partner
  • Unincorporated
  • Unlimited liability

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%%Advantages of partnerships%%==Disadvantages of Partnerships==
More Capital - expansion & growthUnlimited liability
Shared responsibilities & decisionsLegal costs for making a partnership agreement
Losses shared by all partnersAll partners liable for debts of the others
Greater opportunity for specializationno separate legal identity
Easy to set upPartnerships dissolved in partners leaving or through death
Less money needed by partners to set upDecision of one partner binding on the rest
Can be a family run businessLimited access to capital
Accounts are kept privateLimit on the number of partners

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Recommended for people who:

  1. I wish to form a business with others with few legal complications
  2. Family business
  3. Professional bodies not allowing formation of companies

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Limited Partnerships

  • known as Limited liability Partnerships

  • Possible in some countries (eg uk)

  • Offers partners limited liability

  • Shares cannot be bought or sold

  • Separate legal identity

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^^Partnership Agreement / Deed of Partnership is used to clarify:^^

  1. Amount of capital to be invested by partners
  2. Tasks of partners
  3. Profit sharing advantages
  4. Durations
  5. Absence / retirement agreements

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Private limited company

  • Separate legal identity - separate accounts from owner
  • Denoted by: ‘Limited’, ‘Ltd’ or ‘Pty Ltd
  • Shares (represent % of ownership), owned by shareholders
  • Continuity

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Legal formalities

Submit to ==‘ Registrar of companies ’== TO GET ==‘ Certificate of Incorporation ’==

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Articles of Association

  • Directors’ rights & duties
  • Rules for elections
  • Official meetings
  • Issuing shares

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Memorandum of Association

  • Name
  • Address
  • Contact details
  • Objectives
  • Amount of share capital
  • Number of shares

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Advantages of Private Limited CompanyDisadvantages of Private Limited Company
Limited liability - less riskShares: Existing shareholders only, & transfer needs consent
Sale of sharesLess Privacy, as all accounts are sent to the Registrar of Companies
Separate legal IdentityNot available to the general public, therefore it isn’t possible to raise large amounts of capital for expansion
Original owner retains control
More ability to raise capital - expand faster
Continuity
Status

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Recommended for people who:

For family businesses or partnerships who want to expand further with no loss of control & reduced risk to their own capital

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Public limited company

  • Very large businesses
  • Private sector (not owned by govt)
  • Denoted by : ‘PLC’, ‘plc’ or ‘inc
  • selling of shares to general public

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Advantages of public limited companyDisadvantages of public limited company
Limited liabilityLegal formalities are complicated & confusing
Incorporated businessRegulations & control - protect shareholders’ interest
Separate legal unitLack of privacy - publication of accounts
ContinuityDifficult to control & manage
raise large amounts if capital to expand internationallyExpense of shelling shares to the public - specialist bank, merchant bank, prospectus
No limits of amount of shareholdersoriginal owner may lose control
easy to buy, sell & transfer shares
higher status
easy to attract suppliers & loans

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^^Memorandum of association^^ = A document containing all fundamental information which are required for the incorporation of the company

^^Articles of association^^ = A document containing all the regulations that governs the company

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Converting from private to public

  • Memorandum of association - ensure statement clause allowing conversion to public limited
  • Certain minimum amount of shares must be issued
  • Accounts must be available to the public & must have a specific layout
  • Stock exchange
    • apply for a listing
    • easy for buying
    • trading record
    • ensure it is not poorly operated
  • Prospectus
    • invitation to the public
    • buy shares in the company
    • detailed document
    • past record
    • plan for the future
    • reasons for raising capital
    • how capital will be spent

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Control & ownership of a public limited company

Public limited companies have thousands (or even millions of shareholders)

  • Not possible for all shareholders to make decision of the company, therefore all shareholders are invited to annual general meeting (AGM) to ellect directors that form the Board of Directors (BOD)
  • Directors appoint managers for day-to-day operations

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Divorce between ownership & control

Shareholders → Board of Directors → BOF appoints managers

Ownership → Control

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  • Shareholders own; directors & managers control
  • Shareholders can’t influence decisions
  • Shareholders CAN replace directors but it brings bad publicity & loses stability as new directors may be inexperienced & may have contrasting ideas, goals and plans.

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Joint Ventures

A joint venture is when 2 or more businesses agree to start a new project together, sharing the capital, risks & profits

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Advantages of a joint ventureDisadvantages of a joint venture
Sharing of costs (reduced costs)If new project successful, then profits will be shared
Shared risksPossible disagreements over decisions
Local knowledge when neededDifferent cultures & different methods

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Franchising

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^^Franchise^^ : A business on the use of the brand names, promotional logos & trading methods of an existing successful business. The franchisee buys the license to operate this business from the franchisor.

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  • The franchisee contributes capital, enterprise & management. The franchisor contributes original idea, use of brand name & products, and advertising & training.

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Franchisor :

  • Large business
  • Product/service idea
  • Does not want to sell
  • directly to the public & appoints franchisees

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Franchisee :

  • Uses franchisor’s product / service idea / logo / brand name
  • Buys license from franchisor & sells to the consumers

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To the franchisorTo the Franchisee
%%Advantages%%Franchisee pays for : expansion, shops & license to use the brand nameReduced chance of failure due to the well-known brand & product
Rapid expansion than if the franchisor had to finance all new outletsAdvertising is paid by the franchisor
Management of the outlets is the franchisee’s responsibilityAll supplies are obtained from a single source
All products sold (by the franchisee) must be bought from the franchisor → Major source of profitFranchisor makes most decisions → fewer decisions to worry about
No operation of retail units or managementTraining for the staff provided by the franchisor
Banks are often willing to lend to franchisees due to relatively low risk
==Disadvantages==Poor management of one franchised outlet could lead to bad reputation for the whole businessLess independence than with operating a non-franchised business
Franchisee keeps profits from their outletMaybe unable to make decisions that would suit the local area
License fee paid & (possibly) a percentage of the annual turnover

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Co-operatives

→ A group of people who enter business & share the benefits

→ A non-profit community organizations, consumer cooperatives, worker cooperatives

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Public sector

  • Includes all businesses owned by the government & local government, & public services

  • 2 types → Public corporations & other public sector enterprises

  • Essential services owned by government → strategically necessary

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Public Corporations

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Their objectives :

  • keeps prices low
  • Keeps people in jobs to reduce unemployment
  • offer public services to ALL areas

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Issues of these objectives :

  • Keeping to objectives costs huge amounts of money
  • Often huge loss-making
  • “Subsidies” often paid by government

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%%Advantages of public corporations%%==Disadvantages of public corporations==
Essential / necessary services owned & controlled by governmentNo private shareholder to insist on profitability & efficiency → no motivation
Natural monopolies → ensures customers aren’t taken advantage ofSubsidies lead to inefficiency : managers think that govt are there for bailout & unfair as subsidies are not given to private sector
Open business ready to collapse & secure jobLack of incentive to : increase customer choice & to increase efficiency
Availability for public use → non-profitableUsed for political gain → offering more jobs during elections

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^^Corporatization : ^^

  • Public corporations running as though it is in the private sector
  • Preparing for privatization

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^^Municipal Enterprises:^^

  • Operated by local government
  • Some free ( paid out of local taxes) & some charged

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