Chapter 5: Starting a Business Flashcards
sole proprietorship vs corporation vs partnerships
-1 person business owned and usually managed
-an entity that can make decisions and act without the need for authorization from its owners
-when two or more people are the co-owners of a business
Bylaws
How a business should operate from legal and managerial points of view according to the article of incorporation
Advantages and disadvantages of sole proprietorships
A: own boss, pride of ownership, leaving a legacy, retention of company profits, ease of starting and ending a business, no special taxes
D: unlimited liability, limited financial resources, little to no fringe benefits, large time commitment, limited life span/growth, management difficulties
general partnership vs limited partnership
-all owners share liability for the company vs 1 or more general partners and 1 or more limited partners
general partner vs limited partner
G: unlimited liability for company
L: one who invests money into a company, but does not have management responsibilities and no liability beyond money invested
limited liability
a limited partner’s liability is limited to how much they decide to invest
master limited partnership (MLP)
acts like a corporation/traded like one but it is taxed like a partnership
limited liability partnership
partner’s risks are limited to themselves in the case that a co-workers commits malpractice
Advantages/Disadvantages of Partnerships
A: more financial resources, shared management (knowledge/skills), longer survival, no special taxes
D: -unlimited liability, division of profits, disagreements among partners, difficulty of termination
Conventional corporation (C)
state-chartered legal entity with authority to behave and have liability separate from its owners (stockholders)
Advantages/Disadvantages of Corporations
A: -limited liability
-ability to raise money for investment (sells shares of its stock)
-size
-perpetual life
-ease ownership change
-ease of attracting talented employees
D:-initial cost
-extensive paperwork
-double taxation (corporate income is taxed twice)
-two tax returns (corporate and personal)
-size (too inflexible)
-difficulty of termination
-possible conflict with stockholder and board of directors
S corporation and qualifications
unique government creation=taxed like a sole proprietorship
-Qualifications ^^
-no more than 100 shareholders (family members count as 1)
-shareholder are individuals/estates (US citizens or residents)
-only have 1 class of stock
-derive no more than 25% of income(business) from passive sources (rents, royalties, interest)
limited liability company (LLC)
same as the S corporation=no special requirements (protection of being sued because revenue is the only thing that can be sued from a company)
Advantages/disadvantages of LLC’s
A; -limited liability
-choice of taxation (partnership or corporation)
-flexible ownership rules (optional: hold annual meetings, keep meetings, file written resolutions)
-flexible distribution of profits and losses
-operating flexibility (not required to hold annual meetings or keep minutes)
D: -no stock(need approval from members to sell interests in the company)
-fewer incentives (little fringe benefits)
-taxes
-paperwork
-initial cost
merger vs acquisition(buyout)
-two firms join together to form one company
-one company’s purchase of property/obligations of another company