Chapter 11 - Corporations and their Financial Statements (Done) Flashcards
What are the significant differences between a sole proprietorship and a partnership?
Sole Proprietorship:
- Ownership: Owned by a single individual.
- Control: The owner has full control over all decisions.
- Liability: The owner has unlimited personal liability for debts and obligations.
- Taxation: Income is taxed as personal income of the owner.
- Continuity: Business ceases to exist if the owner dies or withdraws.
Partnership:
- Ownership: Owned by two or more individuals.
- Control: Control is shared among partners, often outlined in a partnership agreement.
- Liability: Partners have unlimited personal liability, but this is shared among partners.
- Taxation: Income is divided among partners and taxed as their personal income.
- Continuity: The partnership can continue if a partner leaves, depending on the partnership agreement.
What is a corporation?
A corporation is a legal entity that is separate from its owners, meaning it can own property, incur debt, sue, and be sued. Corporations are created by a group of shareholders who have ownership of the corporation, represented by their shares. The corporation’s operations are overseen by a board of directors elected by the shareholders.
Can you list and explain six advantages to incorporation?
- Limited Liability: Shareholders’ personal assets are protected from the corporation’s debts and liabilities.
- Perpetual Existence: The corporation continues to exist even if the shareholders or directors change.
- Raising Capital: Easier to raise capital through the sale of shares.
- Transferability of Ownership: Shares can be easily transferred to others.
- Credibility: Incorporated businesses may have more credibility with customers, suppliers, and investors.
- Tax Benefits: Potential tax advantages, such as income splitting and lower tax rates on retained earnings.
Can you list and explain four disadvantages to incorporation?
- Cost: Incorporation can be expensive due to legal fees and ongoing compliance costs.
- Complexity: More complex to set up and manage due to regulatory requirements.
- Double Taxation: In some jurisdictions, profits can be taxed at both the corporate level and again as shareholder dividends.
- Disclosure Requirements: Corporations are required to disclose financial and operational information, which can be time-consuming and reduce privacy.
Can you compare the fundamental differences between a private and a public corporation?
Private Corporation:
- Shares: Shares are not offered to the public and are held by a small group of investors.
- Disclosure: Less stringent disclosure and reporting requirements.
- Regulation: Subject to less regulatory scrutiny.
- Ownership: Typically, ownership is more concentrated among founders and initial investors.
Public Corporation:
- Shares: Shares are offered to the public through a stock exchange.
- Disclosure: Must comply with strict disclosure and reporting requirements to regulators and the public.
- Regulation: Subject to more regulatory oversight.
- Ownership: Ownership is distributed among many public shareholders, and shares are more liquid.
What provisions would a corporation’s by-laws deal with?
- Board of Directors: Composition, election, and powers.
- Meetings: Procedures for shareholder and board meetings.
- Officers: Roles and responsibilities of corporate officers.
- Shares: Issuance, transfer, and repurchase of shares.
- Dividends: Policies on declaring and paying dividends.
- Amendments: Procedures for amending by-laws.
Can you summarize what voting by proxy is, and the role it plays in forming the direction of a corporation?
- Definition: A proxy vote is a vote that is cast by one person on behalf of another.
- Role: Shareholders who cannot attend meetings can assign their voting rights to a proxy, usually someone who aligns with their views on corporate governance. This ensures their vote influences corporate decisions even if they are not present.
What is the difference between shares registered in street form versus shares registered in the name of the true beneficial owner?
- Street Form: Shares are registered in the name of a brokerage firm or other nominee, not the actual owner. This facilitates easier trading.
- True Beneficial Owner: Shares are registered directly in the name of the shareholder, who is the actual owner, giving them direct ownership rights and communication from the corporation.
What is the purpose of a voting trust? How does it work?
- Purpose: To consolidate voting power, typically to maintain control or achieve specific objectives.
- How it Works: Shareholders transfer their shares to a trustee, who then votes on behalf of the shareholders as per the agreement. Shareholders retain beneficial ownership but cede voting rights to the trustee.
What responsibilities would the director of a corporation have?
- Strategic Direction: Setting and overseeing the strategic direction of the corporation.
- Fiduciary Duty: Acting in the best interests of the corporation and its shareholders.
- Oversight: Monitoring and overseeing the corporation’s management and operations.
- Compliance: Ensuring the corporation complies with laws and regulations.
- Financial Performance: Reviewing and approving financial statements and major transactions.
How would you explain what a company officer is?
A company officer is an individual appointed by the board of directors to manage day-to-day operations. Common officers include the CEO, CFO, and COO. They execute the board’s directives and policies, and are responsible for the overall administration and performance of the company.
How would you arrange total assets, total equity, and total liability into the fundamental accounting equation?
Assets = Liabilities + Equity
Can you list examples of noncurrent assets that would show in a statement of financial position?
- Property, Plant, and Equipment (PPE): Buildings, machinery, and equipment.
- Intangible Assets: Patents, trademarks, and goodwill.
- Long-term Investments: Stocks and bonds held for more than one year.
- Deferred Tax Assets: Taxes recoverable in future periods.
Can you compare the straight-line method of depreciation to the declining-balance method?
Straight-Line Method:
- Depreciation expense is the same each year.
- Simpler and more common for assets that wear out evenly over time.
Declining-Balance Method:
- Depreciation expense decreases over time.
- More appropriate for assets that lose value quickly, like technology.
What are some examples of intangible assets?
- Patents: Exclusive rights to inventions.
- Trademarks: Brand names and logos.
- Copyrights: Rights to literary and artistic works.
- Goodwill: Value from reputation, customer relationships, etc.