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.