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FERRELL | HIRT | FERRELL 3 e Mc. Graw-Hill/Irwin Copyright © 2013 by The FERRELL | HIRT | FERRELL 3 e Mc. Graw-Hill/Irwin Copyright © 2013 by The Mc. Graw-Hill Companies, Inc. All rights reserved.

PART 2 • CHAPTER 4 Options for Organizing Business • CHAPTER 5 Small Business, PART 2 • CHAPTER 4 Options for Organizing Business • CHAPTER 5 Small Business, Entrepreneurship, and Franchising 4 -2

OWNERSHIP § § § Sole proprietorship Partnership Corporation 4 -3 OWNERSHIP § § § Sole proprietorship Partnership Corporation 4 -3

COMPARING FORMS OF BUSINESS OWNERSHIP 4 -4 COMPARING FORMS OF BUSINESS OWNERSHIP 4 -4

COMPARING FORMS OF BUSINESS OWNERSHIP 4 -5 COMPARING FORMS OF BUSINESS OWNERSHIP 4 -5

SOLE PROPRIETORSHIP Businesses owned and operated by one individual; the most common form of SOLE PROPRIETORSHIP Businesses owned and operated by one individual; the most common form of business organization in the United States § 15 -20 million in the U. S. § Nearly three-quarters of all businesses § Men 2 x more likely than women to start own business o Restaurants o Hair salons o Flower shops o Dog kennels o Independent grocery stores 4 -6

SOLE PROPRIETORSHIP Advantages Disadvantages Ease and cost of formation Unlimited liability Secrecy Limited sources SOLE PROPRIETORSHIP Advantages Disadvantages Ease and cost of formation Unlimited liability Secrecy Limited sources of funds Distribution and use of profits Flexibility and control of the business Government regulation Limited skills Taxation Lack of continuity Lack of Qualified Employees Taxation 4 -7

PARTNERSHIP A form of business organization defined by the Uniform Partnership Act as “an PARTNERSHIP A form of business organization defined by the Uniform Partnership Act as “an association of two or more persons who carry on as co-owners of a business profit” § General partnership § Limited partnership ØArticles of Partnership • Legal documents that set forth the basic agreement between partners 4 -8

TWO TYPES OF PARTNERSHIPS General Partnership § A partnership that involves a complete sharing TWO TYPES OF PARTNERSHIPS General Partnership § A partnership that involves a complete sharing in both the management and the liability of the business Limited Partnership § A business organization that has at least one general partner, who assumes unlimited liability, and at least one limited partner whose liability is limited to his or her investment in the business 4 -9

ARTICLES OF PARTNERSHIP ü Name, purpose, location ü Duration of the agreement ü Authority ARTICLES OF PARTNERSHIP ü Name, purpose, location ü Duration of the agreement ü Authority and responsibility of each partner ü Character of partners (i. e. , general or limited, active or silent) ü Amount of contribution from each partner ü Division of profits or losses ü Salaries of each partner 4 -10

ARTICLES OF PARTNERSHIP ü How much each partner is allowed to withdraw ü Death ARTICLES OF PARTNERSHIP ü How much each partner is allowed to withdraw ü Death of partner ü Sale of partnership interest ü Arbitration of disputes ü Required and prohibited actions ü Absence and disability ü Restrictive covenants ü Buying and selling agreements 4 -11

PARTNERSHIPS Advantages Disadvantages Ease of organization Unlimited liability Capital & credit Business responsibility Knowledge PARTNERSHIPS Advantages Disadvantages Ease of organization Unlimited liability Capital & credit Business responsibility Knowledge & skills Life of the partnership Decision making Distribution of profits Regulatory controls Limited sources of funds 4 -12

KEYS TO SUCCESS IN PARTNERSHIP § Keep profit sharing and ownership at 50 -50 KEYS TO SUCCESS IN PARTNERSHIP § Keep profit sharing and ownership at 50 -50 § Partners should have different & complementary skill § § § § sets Honesty is critical Maintain face-to-face communications Transparency – share information Awareness of funding constraints and limited resources To be successful, you need experience Family is priority; limit associated problems Do not become too infatuated with “the idea; ” think implementation Couple optimism with realism in sales and growth expectations 4 -13

RELATIONSHIPS, NOT PARTNERSHIPS Strategic partnerships require relationship building § Putting two businesses or individuals RELATIONSHIPS, NOT PARTNERSHIPS Strategic partnerships require relationship building § Putting two businesses or individuals together does not create a successful partnership without relationships Ø Microsoft and Cisco formed a strategic partnership to create better computer networking solutions. 4 -14

CORPORATIONS Legal entities created by the state whose assets and liabilities are separate from CORPORATIONS Legal entities created by the state whose assets and liabilities are separate from its owners § Have most of the rights of people § Typically owned by shareholders /stockholders § A corporation is created (incorporated) under the laws of the state in which it incorporates ØThe individuals creating the corporation are called incorporators 4 -15

ARTICLES OF INCORPORATION Legal documents filed with basic information about the business with the ARTICLES OF INCORPORATION Legal documents filed with basic information about the business with the appropriate state office (often the Secretary of State) § Common elements: üName & address of corporation üObjectives of the corporation üClasses of stock (common, preferred, voting, nonvoting) and number of shares of each class of stock üFinancial capital required at time of incorporation 4 -16

ARTICLES OF INCORPORATION üProvisions for transferring shares of stock üRegulation of internal corporate affairs ARTICLES OF INCORPORATION üProvisions for transferring shares of stock üRegulation of internal corporate affairs üAddress of business office üNames and addresses of the initial board of directors üNames and addresses of the incorporators ØThe state issues a corporate charter based on the information in the articles of incorporation. 4 -17

TYPES OF CORPORATIONS § A corporation doing business in the state in which it TYPES OF CORPORATIONS § A corporation doing business in the state in which it is chartered is a domestic corporation. § When a corporation does business in other states, it is then referred to as a foreign corporation. § If a corporation does business outside the nation in which it is incorporated, it is termed an alien corporation. 4 -18

TYPES OF CORPORATIONS Private Corporation § A corporation owned by just one or a TYPES OF CORPORATIONS Private Corporation § A corporation owned by just one or a few people who are closely involved in managing the business Public Corporation § A corporation whose stock anyone may buy, sell, or trade Initial Public Offering § A private corporation who wishes to go “public” to raise additional capital and expand. The IPO is selling a corporation’s stock on public markets for the first time 4 -19

TYPES OF CORPORATIONS Quasi-Public Corporation § Corporation owned and operated by the federal, state, TYPES OF CORPORATIONS Quasi-Public Corporation § Corporation owned and operated by the federal, state, or local government § NASA, U. S. Postal Service Non-Profit Corporation § Focuses on providing a service rather than earning a profit but is not owned by a government entity § Mercy Corps. , The Conservation Fund 4 -20

LARGEST U. S. CORPORATIONS 4 -21 LARGEST U. S. CORPORATIONS 4 -21

ELEMENTS OF A CORPORATION Board of Directors: A group of individuals, elected by the ELEMENTS OF A CORPORATION Board of Directors: A group of individuals, elected by the stockholders to oversee the general operation of the corporation, who set the corporation’s long-range objectives. Ø Inside Directors § Individuals who serve on a board and are employed by the corporation (usually executives of the corporation) Ø Outside Directors § Individuals who serve on a board who are not directly affiliated with the corporation (usually executives of other corporations) 4 -22

STOCK OWNERSHIP Preferred Stock § A special type of stock whose owners, though not STOCK OWNERSHIP Preferred Stock § A special type of stock whose owners, though not generally having a say in running the company, have a claim to profits before other stockholders do. Common Stock § Stock whose owners have voting rights in the corporation, yet do not receive preferential treatment regarding dividends. 4 -23

CORPORATIONS Advantages Disadvantages Limited liability Double taxation Transfer of ownership Forming a corporation Perpetual CORPORATIONS Advantages Disadvantages Limited liability Double taxation Transfer of ownership Forming a corporation Perpetual life External sources of funds Expansion potential Disclosure of information Employee-owner separation 4 -24

CORPORATIONS CAN DO GOOD Greyston Bakery (Located in Yonkers, NY) § Founded with a CORPORATIONS CAN DO GOOD Greyston Bakery (Located in Yonkers, NY) § Founded with a goal of providing quality products to a low-income neighborhood üProvides jobs for the “unemployable” in the community üDonates 100% of its $6 million annual profits to the Greyston Foundation, which supports local community development causes 4 -25

OTHER TYPES OF BUSINESS OWNERSHIP Joint Venture § A partnership established for a specific OTHER TYPES OF BUSINESS OWNERSHIP Joint Venture § A partnership established for a specific project or for a limited time § Control can be divided equally, or with one party taking more responsibility for decision making S-Corporation (S-Corp) § Corporation taxed as though it were a partnership (no double-taxation) with restrictions on shareholders. § Very popular with entrepreneurs 4 -26

OTHER TYPES OF BUSINESS OWNERSHIP: S-CORPORATIONS Subchapter S-Corporation Popular because the form eliminates double-taxation OTHER TYPES OF BUSINESS OWNERSHIP: S-CORPORATIONS Subchapter S-Corporation Popular because the form eliminates double-taxation Combines the taxation structure of partnerships with legal environment of C-corporations Qualifications: • Only 1 class of stock • Less than 100 shareholders • Shareholders must be U. S. citizens or residents 4 -27

OTHER TYPES OF BUSINESS OWNERSHIP: LIMITED LIABILITY Limited Liability Company (LLC) § Form of OTHER TYPES OF BUSINESS OWNERSHIP: LIMITED LIABILITY Limited Liability Company (LLC) § Form of ownership that provides limited liability and taxation like a partnership but places fewer restrictions on members 4 -28

OTHER TYPES OF BUSINESS OWNERSHIP: COOPERATIVE Cooperative (Co-Op) § An organization composed of individuals OTHER TYPES OF BUSINESS OWNERSHIP: COOPERATIVE Cooperative (Co-Op) § An organization composed of individuals or small businesses that have banded together to reap the benefits of belonging to a larger organization üCan take many different forms (retail, housing, social, worker) üCo-ops are increasingly popular with small farmers and artisans üGives small producers more power as a group Organic Valley v Largest co-op of independent farmers in the U. S. v Product dairy, meat and vegetable products v Provides Stonyfield Farm with dairy products 4 -29

TRENDS IN BUSINESS OWNERSHIP Merger The combination of two companies (usually corporations) to form TRENDS IN BUSINESS OWNERSHIP Merger The combination of two companies (usually corporations) to form a new company § Horizontal merger: When firms that make and sell similar products merge. § Vertical merger: When companies operating at different but related levels of an industry merge. § Conglomerate merger: When firms in unrelated industries merge. 4 -30

TRENDS IN BUSINESS OWNERSHIP Acquisition The purchase of one company by another, usually by TRENDS IN BUSINESS OWNERSHIP Acquisition The purchase of one company by another, usually by buying its stock and/or assuming its debt. § Corporate raider: A company or individual who wants to acquire or take over another company and first offers to buy some or all of its stock at a premium in a tender offer. § Poison pill: The firm allows stockholders to buy more shares of a stock at lower prices than the current market value to head off a hostile takeover. § Shark repellant: Management requires a large majority of stockholders to approve a takeover. § White knight: A more acceptable firm that is willing to acquire a threatened company. 4 -31

TRENDS IN BUSINESS OWNERSHIP Leveraged Buyout (LBO) A purchase in which a group of TRENDS IN BUSINESS OWNERSHIP Leveraged Buyout (LBO) A purchase in which a group of investors borrows money from banks and other institutions to acquire a company (or a division of one), using the assets of the purchased company to guarantee repayment of the loan. § Mergers and acquisitions (particularly the merger mania in the late 20 th century) have been criticized § Executives have to focus excessively on avoiding takeovers, not on managing the business 4 -32