Foundations of Business - Chapter 4: Choosing a Form of Business Ownership
4-2 Partnerships
Advantages of Partnerships
- Ease of Start-up: Partnerships are relatively easy to form.
- Availability of Capital and Credit:
- Partners can pool their funds, resulting in more capital being available than in a sole proprietorship.
- Personal Interest:
- General partners have a vested interest in the operation of the firm.
- Combined Business Skills and Knowledge:
- Partners often have complementary skills that offset each other's weaknesses.
- Retention of Profits:
- All profits belong to the owners of the partnership.
- No Special Taxes:
- A partnership pays no income tax; however, the IRS requires them to file an annual information return.
Disadvantages of Partnerships
- Unlimited Liability: Each general partner is legally and personally responsible for the debts, taxes, and actions of other partners.
- Management Disagreements: Tensions can arise due to differing opinions among partners.
- Lack of Continuity: Partnerships can be terminated if a general partner withdraws, is declared incompetent, or dies.
- Frozen Investment: Although it’s easy to invest in a partnership, withdrawing funds can be difficult.
4-4 Corporations
Legal Aspects of Corporations
- Incorporation:
- Businesses can incorporate in any state they choose, typically determined by cost and state laws.
- Domestic Corporation: A corporation in the state in which it is incorporated.
- Foreign Corporation: Any corporation doing business in a state other than where it is incorporated.
- Alien Corporation: A corporation chartered by a foreign government conducting business in the United States.
- Articles of Incorporation: A contract between a corporation and the state that recognizes the formation of the corporation. It includes:
- The firm’s name and address.
- The incorporators’ names and addresses.
- The purpose of the corporation.
- The maximum amount and types of stock to be issued.
- The duration of the corporation.
- The name and address of the registered agent.
4-6 Special Types of Business Ownership
S Corporations
- S Corporation: Taxed as a partnership; limited to 100 stockholders meeting specific criteria.
- Advantages: Avoids double taxation while retaining limited liability.
Limited Liability Companies (LLC)
- LLC: Combines benefits of a corporation and partnership, avoiding certain restrictions.
- Advantages: Avoids double taxation, limited liability, more management flexibility with fewer restrictions.
Not-for-Profit Corporations
- Not-for-Profit Corporation: Organized for purposes beyond profit (social, educational, etc.).
- Examples include museums and charitable organizations ensuring limited liability.
4-8 Corporate Growth
Merger Types
- Horizontal Merger: Between similar companies in the same market.
- Vertical Merger: Between companies at different production stages.
- Conglomerate Merger: Between companies in different industries.