3.06B Select form of business ownership 3.00 Acquire knowledge of business ownership to establish & continue business operations

Objectives Summarize the advantages and disadvantages of the most common types of business ownership.

Three basic forms of business ownership Sole proprietorship Partnership Corporation Your choice depends on your needs & goals

Sole proprietorship A business owned and operated by one person.

Sole proprietorship Is it Right for you? 1. How much liability protection or insurance do you need? 2. Seek capital? 3. Effect on taxes

Advantages of sole proprietorships Easy and inexpensive to create. DBA – “doing business as” EIN – “Employer Identification Number” Sales tax ID – sales tax record keeping Owner makes all business decisions & has control over all aspects of the business. Flexibility in scheduling to meet owner’s needs

Advantages of sole proprietorships cont. Owner receives all profits. Privacy – owner is the only one who knows details of the business Secret ideas, formulas, or recipes Ability to act quickly in making decisions – no checking with others

Advantages of sole proprietorships cont. Tax advantages Business itself pays no taxes Taxes are paid as personal income of owner which is usually lower than corporate taxes Many business expenses are deductible Easy to close/dissolve

Disadvantages of sole proprietorships Owner has unlimited liability for all debts and actions of the business. Unlimited liability : The debts of the business may be paid from the personal assets of the owner. If you cannot pay business debt with business income, bill collectors can take your personal assets (home, car) Difficult to raise capital.

Disadvantages of sole proprietorships Sole proprietorship is limited by his/her skills and abilities. Uncertain life You are “it” – illness or injury that prevents you from working may cause you to close Bankruptcy or incarceration will dissolve your business The death of the owner automatically dissolves the business.

Partnership A form of business ownership in which two or more people share the assets, liabilities, and profits.

Advantages of partnerships Fairly easy & inexpensive to start Partnership agreement Combined resources Team with partners with different skills, experience, contacts, & capital Sharing responsibilities makes business run more efficiently & smoothly Increase the amount of capital to run the business. Lenders may be more willing to lend or extend credit Decreased Competition Combining like businesses will decrease or eliminate competition

Advantages of partnerships cont. Reduced expenses When two or more businesses combine expenses are no longer being duplicated Ex. promotion, office space, supplies, utilities Business losses are shared by all partners. The partnership does not pay income tax on profits. Each partner pays income tax on her/his individual share of the profit

Disadvantages of partnerships Unlimited liability Each owner in a general partnership has unlimited liability. Each partner can lose personal assets to pay business debt In a limited partnership, the liability is limited to the amount invested in the business Limited Capital Difficulty in ending Withdrawing can be complicated if there is no written partnership agreement By law profits must be divided equally if no agreement

Disadvantages of partnerships cont. Partnerships may lead to disagreements. Developing a detailed partnership agreement often helps resolve the conflict because it addresses many issues that cause potential disagreements In 1916, the U.S. government developed the Uniform Partnership Act (updated in 1997) which serves as a guide for legally formulating a general partnership agreement A limited partnership is more formal & specific in nature & is governed by the Uniform Limited Partnership Act (ULPA)

Disadvantages of partnerships cont. Uncertain life/Transferability Unless specified in a detailed partnership agreement, bankruptcy, death & the withdrawal or admittance of a new partner dissolves the partnership Remaining partners may start a new partnership if they have the money to buy the former partner’s share

QUESTION BREAK  Explain why a partnership agreement is necessary? Spell out exactly what how each partner is responsible.  What is the difference between general and limited partners? General has more responsibility/Limited are limited in their responsibilities.

QUESTION BREAK  Provide examples of sole proprietorships; partnerships. Stanly’s Christmas Trees Henson & Fuerst Tippens & Zurosky Alluliah Beauty Salon Barnum & Bailey Circus

Corporation  A business that is charter by a state and legally operates apart from its owners.  Owned by stockholders who have purchased units or shares of the company

Types of corporations C-corporation : The most common form of corporation. It protects the entrepreneur from being personally sued for the actions and debts of the corporation Subchapter S corporation : A corporation that is taxed like a sole proprietorship or partnership. Nonprofit corporation : Legal entities that make money for reasons other than the owner’s profit. Limited Liability Company (LLC): A form of business ownership that provides limited liability and tax advantages.

Advantages of corporations Financial Power Can raise money quickly by issuing shares of stock. Because it is closely regulated by the government, financial institutions are more willing to lend larger amounts of capital Limited Liability Owners are liable only up to the amount of their investments. Personal assets cannot be used to pay business debt Unlimited life May exist indefinitely The death or withdrawal of an owner/stockholder does not affect the life span of the corporation

Advantages of corporations cont. Easy-to-transfer ownership Ownership simply transferred by selling stock to someone else New stock certificate is issued in the name of new stockholder. No permission is required by others The business can hire experts to professionally manage each aspect of the business. Can result in a more efficiently run organization

Disadvantages of corporations Difficulty in forming & operating Legal assistance is needed to start a corporation Lawyer fees can be very expensive Must request approval from the State & register the Articles of Incorporation Decisions about value & class of stock & shareholder voting rights Corporations are subject to more government regulations than partnerships or sole proprietorships. Reporting & taxation requirements vary from state to state Required to keep detailed reports for stockholders & to keep them informed of certain corporate transactions, meetings, & voting rights New charter must be approved if corporate activities change

Disadvantages of corporations Separate owners & managers Stockholders are not generally involved in the day-to-day operation of the corporation Stockholders form a board of directors to make decisions about the business & managers carry out these decisions Separation of ownership & management provides more opportunity for irregularities or misunderstandings Dual taxation Corporation is taxed on profits from the company Shareholders are taxed on the dividends they earn on their investments

QUESTION BREAK!! 1. What are 3 reasons people choose the corporate form?  Professional appearance  Shareholders have limited liability  Raise money by issuing stock 1. What is the difference between C- corporation and S-corporation? C-corp pays taxes on earnings/shareholders pay too S-corp shareholders are only taxed once

Hybrid forms of Business Ownership Limited Liability Company (LLC) Limited Liability Partnership (LLP) Both combine various elements of sole proprietorships, partnerships, & corporations into one package

Advantages of Hybrid Businesses Cost to start & operate Generally less expensive than corporations No dual taxation - requires less paperwork & regulation LLPs are designed for business professionals such as lawyers & doctors Partners might need to carry a required amount of liability insurance Limited Liability Personal assets cannot be used to pay business debt Owners (members) lose only what they have invested in the business if it fails

Advantages of Hybrid Businesses cont. Taxation LLCs & LLPs pay taxes on personal income-tax returns Since they are not considered separate entities (like corporations) they are not subject to dual taxation Combined resources Often have more owners & tend to have a wider pool of financial resources, skills, talents, & contacts Life span Hybrids are required to dissolve after a specific time period Depending on the state registered in, usually between 30 & 40 years Owners can decide if they want to reorganize or let it dissolve

Advantages of Hybrid Businesses cont. Flexibility Number of members permitted in LLCs are unlimited Sub S corporations must have 100 or fewer shareholders Most states require only one member to establish a business as a hybrid Members are permitted to run the company or to allow others to manage it Membership changes do not automatically dissolve the company

Disadvantages of hybrids Verification of each state’s statutes can be costly Requirements & laws to establish & operate hybrids vary from state to state Problematic for businesses that operate in more than one state No universal guidelines from state to state