The Business Entity Flashcards
Define sole trader
Sole trader = someone who opens a business on their own account; including the capital to start the business, working in the business with or without other employees and receiving the profits
What are the benefits of being a sole trader? What maritime businesses are often sole traders?
- Completely independent to make their own decisions and implement them quickly
- Can give personal attention to clients
- Usually low overhead costs (day to day running costs)
- Effective business unit in specialised areas
- Typically marine surveyors, consultants, small port agencies and brokers
What are the drawbacks to operating as a sole trader?
- Unlimited liability; sole traders are personally liable for the debts of the business
- Difficult to regulate working hours
- Cannot take time off for holidays
- Personal illness will impact the business
- Difficulty expanding without a loss of independence (could be solved via partnership)
Define a partnership
Partnership = 2 or more business owners who are jointly responsible for the debts of the business
What are the main benefits of operating as a partnership over a sole trader?
- Additional owners can widen the experience of a firm
- Increased capital (more people to pull cash from)
- Shared responsibility for the running of the firm without losing independence
What are some of the dificulties of operating as a partnership?
- Decisions must be made with full agreement of all partners; disagreements can lead to the breakup of the partnership
- The death of a partner may be disruptive if the estate of the deceased needs to liquidate their share of the business (in practise partnership agreements usually include provisions for death or retirement)
Define a private limited company
Private limited companies (LTD) won’t offer shares for purchase by the public – these are often small businesses like firms, except they have been incorporated as a company to limit liability, or could be subsidiary companies where the parent company owns all shares
Define a public limited company
Public limited companies (PLC) offers shares freely for sale, with values quoted on the stock exchange. Most countries require anyone holding a large stake in a PLC to disclose it (in the UK it’s anything over 5%)
What liability do shareholders have? What does that mean for creditors?
LTDs and PLCs are both owned by shareholders; shareholders are only liable for the value of their shares (e.g. if the company becomes insolvent, any shares they owned will now be worthless). This means that creditors of limited companies only receive a portion of the money owed to them
What protection does UK Company’s Law offer?
- Gives protection to shareholders; especially minority shareholders vs majority
- Gives protection to creditors via legal accounting requirements
What are the accounting requirements for a limited liability company?
- Accounts must be audited by an independent accredited accounting firm
- Once audited, profit and loss reports and balance sheets are given to every shareholder and logged with company’s house (UK), where anyone can obtain a copy for a small fee
- Profit and loss report – sets out the company’s income and expenditure for the previous year
- Balance sheet – sets out current assets and liabilities as of EOY
What is the typical purpose of a public sector company? List those applicable to shipping.
- Intended to serve national interests rather than earn a profit
- National interests in shipping include projecting power/influence, controlling trade, earning FX, maintaining a fleet in case of conflict, providing employment and developing a maritime skills base
Besides public sector companies, how do states interviene in the shipping industry?
- Influential stakes in otherwise private companies
- Sovereign wealth funds
Describe a sovereign wealth fund with an example
- These use state funds to invest in non-state companies
- Helps to diversify a country’s income
- E.g., DP world developed out of the nationalised Dubai Port Authority by investing in external ports; as of 2020 they have interests in 52 terminals. This gives the UAE’s gvmt an income stream separate from oil. The UAE gvmt owns 80% whilst 20% of its shares are traded on the NASDAQ, however it operates like a commercial organisation
Define capital
The total value of a company’s fixed assets, investments and cash
Describe a company’s need for capital
- Capital is required to initially set up a company, and additional injections may be required to expand or maintain momentum
- Purchasing machinery/equipment and other fixed assets
- Day to day running of the company (e.g. rent, wages) – this is known as working capital
Describe some ways a limited company can raise capital
- Selling shares in a company (either publicly as a PLC or privately via LTD)
- Borrowing, known as loan capital – this must be repaid in agreed instalments with interest (usually an agreed % per year)
Define interest
Interest = percentage of the overall sum that the borrower pays the lender for the use of their cash
In terms of cash flow, why are borrowing and lending so important to a company?
- If a company has a surplus, they can deposit it in a bank to earn interest
- If there’s a temporary WCAP problem, companies can use overdrafts (a form of short term lending; well managed companies can usually negotiate a large overdraft)
Describe a mortgage
- Mortgages are a special type of lending for the purchase of large capital items, with said item being used as a security for the loan (e.g. ships).
- This usually covers a large % of the overall purchase cost
- If debtors cannot meet minimum payments plus interest, the mortgage can be foreclosed, allowing the creditor to take ownership of the item
- Mortgager = people borrowing the money; mortgagee = people lending the money
Explain incorporating a company
- Incorporating a company = creating an entity in its own right
- Corporations exist until they are formally wound up, regardless of deaths etc
- Shareholders in corporations can sell some/all of their share to a 3rd party
- Major shareholders don’t need to be on the board of directors and vice-versa (UK law)
- LTD = founders can choose who can own shares
How are LTD company shares protected?
- LTD = founders can choose who can own shares
- This is protected by writing specific clauses into the documents of corporation; memorandum of association and article of association
- These are known as pre-emption clauses and set out the procedures to follow if a shareholder dies or wishes to sell up
- Usually insists that shares are first offered to existing shareholders along with how the value should be calculated
What elements should a partnership consider before creating an LTD/incorporating?
- LTD = you can limit your liability
- WCAP for LTDs can be acquired via bank loans separate to owners
- Friends/family/associates can invest in an LTDand be paid back (bought out) once profit allows
- Smaller LTDs asking for bank loans will often receive unfavourable offers due to a lack of security; this often means that shareholders have to personally guarantee the loans, which puts them in the same position as a partner (essentially losing limited liability)
- As a result partnerships/firms may choose to dispense with the formalities of incorporation e.g. documentation/accounting/tax requirements
- The final decision is often based on whichever has the lowest tax burden
Define a conglomerate
Conglomerate = large corporations with controlling interest in several smaller companies which are unrelated
Describe the relation between a conglomerate or parent company and it’s subsidiaries
- Usually the main focus of the parent company is to control the capital of it subsidiaries, which are in turn required to convince the board of the parent company of the validity of new ventures requiring capital investment
- Areas where universal economies of scale can exist are usually undertaken by the parent company, e.g. HR, IT
- Divisions within parent companies can include more than 1 subsidiary (e.g. BP IST and BP shipping). Sometimes there are needs for sub-subsidiaries to be created, especially to comply with local laws (e.g. BPNA and BP IST)
How do conglomerates typically develop? What is conglomerate discount?
- Usually has grown from a smaller single interest company that went on to acquire other companies
- Companies that are attractive to acquire may have been struggling and bought cheap, or were unable to grow without the resources from a larger organisation
- Horizontal integration = diverse and unrelated businesses owned by a conglomerate; this provides a broad base of activities and diversifies income streams
- Conglomerate companies are often valued below the sum of their parts as investors prefer companies to focus on a core business; this is known as ‘conglomerate discount’
Define a vertically intergrated company
Vertically integrated companies are the opposite of conglomerates and own other companies that make up the entire supply chain for their area of focus, from raw product to consumer (including transport) e.g. major oil corporations
Describe the role of the company secretary
- Responsible for the company complying with the company’s law/other legal requirements
- Only member of a company recognised by law
- Subordinate to company directors but their position is permanent and they are the main point of contact between the company and authorities (e.g. tax officials, registrar of companies) – whereas company directors can be dismissed by shareholders at the annual general meeting (i.e. not permanent)
Describe the role of HR in shipping
- Responsible for recruitment, training, employment, dismissal and promotion of staff
- Most counties have laws controlling dismissal, discrimination, redundancy payments etc
- In shipping this includes shore based personnel and ship crewing; however ship crewing is often outsourced to specialist ship management groups, which pull from a global labour market (vs typical HR which searches within certain geographical limitations)
Describe the importance of good account keeping
Financial accounting, Management accounting and Credit Control
- Essential because proper financial management is a significant factor in overall profitability; many companies fail due to poor cash flow, which accounts is responsible for managing
- Management accounts explin the current preformance of a company to inform business decisions
- Financial accounting are required to fulfill legal obligations
Descibe the role of credit control
- Following up on debts owed, deciding who to grant credit to and for how long
- Dispatching final demands or issuing writs is seen as a failure of credit control
- Also includes debit control (settlements)