Ch 11.1 Flashcards
what are characterisitcs of a corporation
- separate legal entity
- limited legal liability of shareholders
- transferabble ownership
- able to acquire capital
- continuous life
- corporate management
how is an org a separate legal entity
it can:
1. buy own and sell property
2. borrow money
3. enter into legally binding ocntracts
4. sue or be sued
5. pay own tax
how can limited liability no longer exist
if an org is smaller, and a bank asks for collateral of the shareholders property
how can an orgs ownership be transferred
sale of shares
are transferring shares limited in a public corp? private?
no restricts in public
private may have some regualtions
Whether public or private, the transfer of ownership rights between shareholders does not involve the corporation.
so a, l, and se UNCHANGED BY WHOHOLDS SHARES
Does company record JE for transaction between shareholders?
no! only when it issues/sells shares to new investors or repurchases shares from investors
how does an org have unlimited life
since sep legal ent, then continuance depends on the GOING CONERN!! not affeced by death or anything else
what is a typical corporate organizatioon chart
Shareholders
->
board of directors
-> ceo and president
-> c suite
->treasurer and controller under CFO
what are two ways canadian companies can incorporate
federally or provincially
disadvantages of a corporation
increased cost and complexity to follow govt reguations
increased reproting and disclosure requirements
what is the pros of having a corp
- sep legal ent
- limited liab
- ease of transfer ownership
- continuous life
- sep manage and ownership
- POTENTIAL FOR REDUCED INCOME TAX
what are the 3 rights of common shareholders
1) vote to elect the board of directors, and vote on actions that require approval like electing an auditor
2) share coroporates earnings through RECIEVING dividends
3) share in assets upon liquidiation
what does the shareholders right to share in assets upon liquidation mean
THIS IS A RESIDUAL CLAIM!!
IF A BUSINESS GOES OUT OF BUSINESS, LENDORS AND CREDITORS GET THE MONEY THEY ARE OWED
SHAREHODLERS WILL GET PROPORITONAL TO WHAT HEY DESERVE FROM WHAT IS REMIANING
What is the formaulf ro share capital
common shares+preferred shares