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3-8                     Forms of Business Ownership                             [CH 3





                                 Illustration 3.1 Advantages and Disadvantages of Each Form of Private Ownership

                                 Form of Ownership   Advantages                       Disadvantages

                                 Sole Proprietorship    1. Low Start-up costs         1. Unlimited financial liability
                                                     2. Owner in direct Control       2. Financing limitations
                                                     3. Tax Advantages                3. Management deficiencies
                                                     4. Retention of all profits      4. Lack of continuity
                                                     5. Freedom from regulations

                                 Partnership         1. Ease of formation             1. Unlimited liability
                                                     2. Broader Management Base       2. Suitable Partners
                                                     3. Additional sources of Risk Capital   3. Lack of continuity
                                                     4. Tax Advantages                4. Divided Authority
                                                     5. Low Start-up Costs
                                                     6. Limited outside regulations

                                 Corporation         1. Limited financial liability    1. Difficult and costly ownership
                                                     2. Legal person                      form to establish and dissolve
                                                     3. Specialized management        2. Tax disadvantage
                                                     4. Continuous Existence          3. Closely regulated
                                                     5. Easier to raise capital       4. Charter restrictions
                                                     6. Ownership transferable        5. Management more complex




                                          permanently close. Just consider the lost jobs and lost tax revenue that would have
                                          been collected. However, the symbolic closing is to establish a basis for the “death
                                          taxes” to be paid and the deceased partner’s estate must have a final settlement from
                                          the partnership.
                                             Divided authority.  Like finding suitable partners, establishing and  maintaining
                                          divided authority that a partnership demands may be a hindrance. One must be able to
                                          delegate responsibility, work with divided authority with high expectations and then
                                          step aside to allow business to take its course. There are some  managers (partners)

                                          who are not able to relinquish control and allow others to see the job through.
                                             When employees suspect that one  partner cannot delegate, they will act like
                                          children and begin a process of divide and conquer. Partners must establish clear lines
                                          of responsibility with equally clear lines of communication.

                                          Corporations

                    corporation              A corporation is a legal person (not a real person). A corporation functions with a
                    A legal entity with authority   business intent and  has owners,  but the assets and liabilities of the corporation are
                    to act and have liability   separate  from  those  of its owner(s).  A corporation is  formed by filing  Articles of
                    separate and apart from its   Incorporation  with Secretary  of State—the  most common state is Delaware, but
                    owners.
                                          Nevada is actively seeking  businesses to  incorporate in it; and Texas is actively
                    Articles of incorporation   recruiting firms to relocate with tax incentives. Evidence of ownership in a corporation
                    are the stipulations under   is represented by shares of stock one holds and their ownership is transferable without
                    which a business      changing the nature of the business. Shares are usually bought and sold readily on the
                    incorporates. It establishes   open market. A stock certificate is shown in Illustration 3.2.
                    nature of business,   stock,
                    and officers.            Not all corporations are large-scale enterprises like General Foods, most of them
                                          are small. In fact, almost 80 percent of all active corporations in the United States have
                                          under $500,000 in  business  receipts. The  corporate form is  becoming increasingly
                                          popular among smaller firms because of the advantages that incorporation affords

                                          owners.
                                               Advantages of Corporations. Corporate ownership offers considerable advantages,

                                          including limited financial liability, specialized management, transferable ownership,
                                          easier capital formation, continuous existence.
                                             Limited liability.  Because corporations are considered legal  persons,  they are
                                          separate from the stockholders  (owners) and  offer the owners limited financial

                                          liability. That is, the  owner  (a shareholder) has a financial liability exposure to the

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