Classification of business Flashcards
What is the difference between an incorporated and an unincorporated company?
Incorporated= private and public companies, separate legal entity from owners, exists in its own right
Unincorporated= sole traders and partnerships, not a separate legal entity, owner dies- business entity dies
What percentage of businesses in Australia are incorporated?
42.5%
What percentage of businesses in Australia are unincorporated?
57.5%
What is the most common legal structure for small businesses and why?
- unincorporated
- easiest and cheapest to establish
What degree of liability does a sole trader have?
unlimited liability
- business owner is personally responsible for all the debts of the business
What are the characteristics of a sole tradership?
- owned and operated by one person who provides all the finance, makes all decisions and takes all responsibility
What are the legal requirements for a sole trader in regards to the name of the business?
- register the name of the business with ASIC if different from the owner
Advantages of a sole trader?
- low start up cost and operation
- no tax on profits (only personal income)
- complete control
- owner’s right to keep all profits
Disadvantages of a sole trader?
- unlimited liability
- no perpetual succession
- burden of management
- wide variety of tasks
- difficult to raise finance for expansion
Characteristics of a partnership?
- owned and operated by 2-20 people
- no separate legal entity
- unlimited liability
How can a partnership be made?
verbally, in writing or by implication
- written agreement is the best because of case disputes in the future
What are common elements of a partnership agreement?
names and addresses, how long it will exist, how profits and losses will be shared, duties of each partner, limitations on authority of each partner, how it can be dissolved, methods of resolving disputes, arrangements regarding a partner wanting to leave
What legislation regulates the size and operations of partnerships?
Partnership Act 1982 (NSW)
Advantages of partnerships?
- low start up costs and operations
- shared responsibility and workload
- pooled funds and talent
- business can continue in death of a partner
- minimal gov regulation
Disadvantages of partnerships?
- personal unlimited liability
- possibility of disputes
- finding a suitable partner
- divided loyalty and authority
What are limited partnerships?
‘silent’ or ‘sleeping’ partner contributes financially but takes no part in running of the business
- adds capital
What is the process of incorporation?
company becomes a separate legal entity from owners (shareholders)
- ‘veil of incorporation’
- company can sue or be sued, can lease, sell or own property, has perpetual succession
- process governed by Commonwealth Corporations Act 2001- ASIC
- company name registered with ASIC
- will issue a cert. of incorporation and ACN - appointing of directors
What is limited liability?
Feature of corporate ownership that limits each owner’s financial liability to the amount of money he or she has paid for the business shares
What was the Limited Liability Act 1855?
- passed by British Parliament
- necessary for expansion of companies as it offered financial protection to shareholders
What amount of money can a shareholder lose in limited liability companies?
The amount they paid for for shares
What happens to shareholder’s personal assets if the company is liquidated?
shareholders cannot be forced to sell personal assets for debts of the business due to limited liability
Do directors of a company get financial protection in the case of liquidation of a company? Why?
Not always
- directors have the obligation to act lawfully and in the interest of shareholders
- some banks ask them to give personal guarantees for loans
- some directors can be forced to sell personal assets for business debt
- companies can insure against this
What does ‘Ltd’ in a business’ name signify?
company (public or private) that offers limited liability
Advantages of a company?
- easier to attract public finance
- limited liability
- easy to transfer ownership/perpetual succession
- greater spread of risk
- growth potential
Disadvantages of a company?
- cost of formation
- double taxation (company and personal)
- personal liability for directors if they knew business was unable to pay loans
- public disclosure
- yearly annual report must be published
What are the characteristics of a private company?
- 2-50 shareholders
- only sell shares to people approved by directors
- must have words ‘proprietary limited’ (PTY LTD) after name
- limited liability
What role do shareholders have in private companies going through liquidation?
- all shareholders must agree to the company closing
- liquidator will manage the process
What are the characteristics of a public company?
- shares listed on the Australian Securities Exchange
- at least one shareholder
- no restrictions on transfer of shares or raising money from public
- must issue a prospectus when selling shares
- min requirement of 3 directors (2 live in Aus)
- ‘Limited’ or ‘Ltd’ in name
- must publish a yearly annual report