Chapter 13: Intro to Corporations Flashcards
What is a corporation?
A legal entity that is separate from its owners, who are known as shareholders
Corporations are classified by…
1) Purpose: Profit or non-profit organization
2) Ownership: Public or private corporation
What is a public corporation?
A corporation whose shares are available for purchase on an organized securities market
What is a private corporation?
A corporation whose shares are held by a few individuals and are not traded
What are characteristics of a corporation?
1) Separate legal existence:
- Acts under its own name
- May buy, own, and sell property
- Owners do not bind the corporation
- Pays income tax as a separate legal entity
2) Limited liability of shareholders
- Liability of each shareholder is limited to the amount of their investment
3) Transferrable ownership rights
- Shares may be bought or sold
- Has no effect on operating activities of corporation
4) Ability to acquire capital
- Can raise capital by issuing shares
- Only small amounts of money need to be invested
- May be difficult to reacquire capital for private corporations
5) Continuous and unlimited life
- Unaffected be change in ownership
6) Government regulations
- Specific laws that govern the operations of corporations (e.g. issuing shares, distributing income, etc. )
7) Income tax
- Taxed as a separate entity
- Lower income tax rates
- Profit is reported on the partner’s personal income tax return
What is the disadvantage of corporations?
Increased cost and complexity to follow government regulations
How do you form a corporation?
- Can incorporate federally or provincially
- Done by filing articles of incorporation
What are bylaws?
Internal rules and policies for operations
What are organization costs?
Costs incurred in the formation of a corporation
(e.g. legal fees, accounting fees, registration costs)
Ownership rights are in the form of…
Shares, that can be divided into different classes.
- Stated in the articles of incorporation
- Each class has rights and privileges
- Usually referred to as common and preferred shares
Shareholders have rights…
1) To vote on certain matters (e.g. election of board of directors, appointment of external auditors)
2) To dividends: the distribution of profit
3) To remaining assets in a liquidation
How do shareholders manage the corporation?
Indirectly through the board of directors that they elect
What do the board of directors do?
- Decides on the corporation’s operating policies
- Selects officers (e.g. Chief Executive Officer (CEO) ) to execute policy and perform daily management functions
How is profit distributed in corporations?
Profit can either be reinvested in the company or distributed to shareholders as dividends
What is a dividend?
A distribution of profit by a corporation to its shareholders on a pro rata basis
What is pro-rata?
Based on the proportion of shares owned
What is share capital?
Amounts paid or contributed to the corporation in exchange for shares of ownership
What is authorized share capital?
Total number of each class of shares a corporation is allowed to sell