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CHAPTER 5

Forms of Business Ownership

THE FUTURE OF BUSINESS


Gitman & McDaniel
6th Edition

Prepared
Preparedby
by
Deborah Baker
Deborah Baker
Chapter 5
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Learning Goals

What are the advantages and disadvantages of the


1 sole proprietorship form of business organization?

What are the advantages of operating as a


2 partnership, and what downside risks should
partners consider?

How does the corporate structure provide


3 advantages and disadvantages to a company, and
what are the major types of corporations?

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Learning Goals

What other options for business


4 organization does a company have in
addition to sole proprietorships,
partnerships, and corporations?

What makes franchising an appropriate


5 form of organization for some types of
business, and why does it continue to grow
in importance?

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Learning Goals

Why are mergers and acquisitions


6 important to a company’s overall growth?

What current trends will affect the business


7 organizations of the future?

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Business Ownership

Financing?
Employees?
Business taxes?
Debt liability?
Operating control?
Ownership?

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Sole Proprietorships

What are the advantages and disadvantages of the


sole proprietorship form of business organization?

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Sole Proprietorships

Sole A business that is established,


Proprietorship owned, operated, and often financed
by one person.

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Sole Proprietorships
Advantages Disadvantages

 Easy and inexpensive  Unlimited liability


to form
 Difficulty raising capital
 Profits go to the owner
 Limited managerial
 Direct control of the expertise
business
 Trouble finding
 Freedom from government qualified employees
regulations
 Personal time commitment
 No special taxation
 Unstable business life
 Ease of dissolution
 Losses are owner’s
responsibility
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Concept Check

What is a sole proprietorship?

Why is this a popular form of business organization?

What are the drawbacks to being a sole proprietor?

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Partnerships

What are the advantages of operating as a


partnership, and what downside risks should
partners consider?

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Partnerships

Partnership An association of two or more


individuals who agree to operate a
business together for profit.

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Partnerships
Advantages
Advantages Disadvantages
Disadvantages

 Ease of formation  Unlimited liability


 Availability of capital  Potential for conflicts
between partners
 Diversity of skills and
expertise  Sharing of profits
 Flexibility  Difficulty exiting or
dissolving
 No special taxes
 Relative freedom from
government control

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Concept Check

How does a partnership differ from a sole


proprietorship?

Describe the three main types of partnerships and


explain the difference between a limited partner and a
general partner.

What are the main advantages and disadvantages of a


partnership?

2
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Corporations

How does the corporate structure provide


advantages and disadvantages to a company,
and what are the major types of corporations?

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Corporations

Corporation A legal entity with an existence and


life separate from its owners, who are
not personally liable for the entity’s
debts.

A corporation is chartered by the


state in which it is formed and can
own property, enter into contracts,
sue and be sued, and engage in
business operations under the terms
of its charter.

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The 10 Largest U.S. Corporations
1. ExxonMobil Source: “The 2006 Fortune 500,”
Fortune, http://www.fortune.com
2. Wal-Mart Stores (May 22, 2006).
3. General Motors
4. Chevron Texaco
5. Ford Motor
6. ConocoPhillips
7. General Electric
8. Citigroup
9. American International Group
10. International Business Machines

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16
The Incorporation Process

Select
Select company’s
company’s name
name

Write
Write articles
articles of
of incorporation
incorporation

Pay
Pay required
required fees
fees and
and taxes
taxes

Hold
Hold organizational
organizational meeting
meeting

Adopt
Adopt bylaws,
bylaws, elect
elect directors,
directors,
pass
pass operating
operating resolutions
resolutions

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Articles of Incorporation

 Name of corporation
 Company’s goals
 Types of stock and number of shares issued
 Life of the corporation
 Minimum investment by owners
 Methods for transferring shares
 Address of the corporate office
 Names and addresses of the first board of directors

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The Corporate Structure

Stockholders

Elect

Directors

Hire
Officers

President VP Treasurer Secretary

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Corporations
Advantages
Advantages Disadvantages
Disadvantages

 Limited liability  Double taxation of


profits
 Ease of transferring
ownership  Cost and complexity
of formation
 Unlimited life
 More government
 Tax deductions restrictions
 Ability to attract
financing

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Types of Corporations
Conventional
Conventional or
or basic
basic corporate
corporate form
form of
of
C
C Corporation
Corporation organization
organization

A
A hybrid
hybrid entity
entity that
that is
is organized
organized like
like aa
SS Corporation
Corporation corporation,
corporation, but
but taxed
taxed like
like aa partnership
partnership

A
A hybrid
hybrid organization
organization that
that offers
offers the
the
Limited
Limited Liability
Liability same
same liability
liability protection
protection as
as aa corporation
corporation
Company
Company (LLC)
(LLC) but
but may
may bebe taxed
taxed as
as either
either aa partnership
partnership
3 or
or aa corporation
corporation
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Concept Check

What is a corporation? Describe how corporations are


formed and structured.

Summarize the advantages and disadvantages of


corporations. Which features contribute to the
dominance of corporations in the business world?

Why do S corporations and limited liability companies


(LLCs) appeal to small businesses?

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Specialized Forms of Business Organization

What other options for business organization


does a company have in addition to sole
proprietorships, partnerships, and
corporations?

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Specialized Forms of
Business Organization

Cooperatives A legal entity typically formed by


people with similar interests, such as
suppliers or customers, to reduce costs
and gain economic power.

A cooperative has:
• limited liability
• an unlimited life span
• an elected board of directors
• an administrative staff
• profit distribution to member-owners

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Cooperatives

Individual
Individual producers
producers join
join together
together
Seller
Seller to
to compete
compete more
more effectively
effectively with
with
Cooperatives
Cooperatives large
large producers
producers

A
A group
group of
of cooperative
cooperative members
members
Buyer
Buyer who
who unite
unite for
for combined
combined
Cooperatives
Cooperatives purchasing
purchasing power
power

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Benefits of Cooperatives

 Empower people to improve their quality of life


 Enhance economic opportunities through self-help
 Provide members with services, such as:
– credit
– finance
– energy
– consumer goods
– housing
– telecommunications

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Cooperative Principles

 Voluntary and open membership


 Democratic member control
 Member economic participation
 Autonomy and independence
 Education, training, and information
 Cooperation among cooperatives
 Concern for community

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Concept Check

Describe the two types of cooperatives and the


advantages of each.

What are the benefits of joint ventures?

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Franchising

What makes franchising an appropriate form of


organization for some types of business, and why
does it continue to grow in importance?

5 Chapter 5
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Franchising

Franchising A form of business organization based


on a business arrangement between a
franchisor, which supplies the product
concept and the franchisee, who sells
the goods or services of the franchisor in
a certain geographic area.

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Top Franchises, 2006

1. Subway
2. Pizza Hut Inc.
3. Quiznos Sub
4. Jan-Pro Franchising Int’l, Inc.
5. Curves
6. Jani-King
7. Jackson Hewitt Tax Service
8. The UPS Store
9. Coverall Cleaning Concepts
10.CleanNet USA Inc.

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Franchise Agreements
Franchisee
Franchisee Franchisor
Franchisor
Agreement
Agreement Agreement
Agreement
 Use of proven company
 Follow operating rules brand
 Buy standard equipment  Help finding a site
 Keep up sales/service  Building plans
levels
 Training and management
 Take part in franchisor assistance
promotions
 Managerial and accounting
 Maintain a relationship procedures
with franchisor
 Employee training
 Wholesale prices for
supplies
 Financial assistance

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Franchising

Advantages
Advantages Disadvantages
Disadvantages

 Increased ability for  Loss of control


franchisor to expand  Cost of franchising
 Recognized name,  Restricted operating
product, and operating freedom
concept
 Management training
and assistance
 Financial assistance

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Franchising
by Industry

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Franchise Purchase Tips

Act
Act fast,
fast, yet
yet proceed
proceed with
with caution
caution

Put
Put the
the franchisor
franchisor to
to the
the test
test

Know
Know what
what you’re
you’re getting
getting into
into

Don’t
Don’t invest
invest more
more than
than you
you can
can afford
afford to
to lose
lose

Don’t
Don’t fall
fall in
in love
love with
with aa trend
trend
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Concept Check

Describe franchising and the main parties to the


transaction.

Summarize the major advantages and disadvantages


of franchising.

Why has franchising proved so popular?

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Mergers and Acquisitions

Why are mergers and acquisitions important


to a company’s overall growth?

6 Chapter 5
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International Economic
Communities

Merger The combination of two or more firms to


form a new company, which often takes
on a new corporate identity.

Acquisition The purchase of a corporation by another


corporation or by an investor group; the
identity of the acquired company may be
lost.

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Types of Mergers

Horizontal
Horizontal
Merger
Merger

Vertical
Vertical
Merger
Merger

Conglomerate
Conglomerate
Merger
Merger

Leveraged
Leveraged
Buyout
Buyout
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Merger Motives
Improve overall performance of
the merged firms through cost
savings, elimination of
overlapping operations, improve
purchasing power, increase
market share, or reduce
competition.
Financial restructuring:
 cutting costs
Cost-effective expansion  selling off units
Company growth  laying off employees
Broaden product lines  refinancing company
Acquire new markets

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Concept Check

Differentiate between a merger and an acquisition.

What are the most common motives for corporate


mergers and acquisitions?

Describe the different types of corporate mergers.

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Trends in Business Ownership

What current trends will affect the business


organizations of the future?

7 Chapter 5
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Trends in Business Ownership

Baby
BabyBoomers
Boomersdriving
drivingfranchise
franchisetrends
trends

Baby
BabyBoomers
Boomerspostponing
postponingretirement
retirement

Mergers
Mergersand
andforeign
foreigninvestment
investmentboom
boom

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Concept Check

What are some of the demographic trends currently


impacting American business?

As a prospective business owner what could you do to


capitalize on these trends?

What other economic trends are influencing today’s


business organizations?

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