Professional Documents
Culture Documents
The Corporation
• Sole Proprietorship
– Business is owned and run by one person
– Typically has few, if any, employees
– Advantages
• Easy to create
– Disadvantages
• Unlimited personal liability
• Limited life
• Partnership
– Similar to a sole proprietorship, but with more
than one owner
• Partnership
– Limited Partnership has two types of owners.
• General Partners
– Have the same rights and liability as partners in a
“regular” partnership
– Typically run the firm on a day-to-day basis
• Limited Partners
– Have limited liability and cannot lose more than their
initial investment
– Have no management authority and cannot legally be
involved in the managerial decision making for the
business
• Corporation
– A legal entity separate from its owners
• Has many of the legal powers individuals have such
as the ability to enter into contracts, own assets, and
borrow money
• Corporation
– Formation
• Corporations must be legally formed. The corporation
files a charter with the state it wishes to incorporate
in. The state then “charters” the corporation, formally
giving its consent to the incorporation.
• Corporation
– Ownership
• Represented by shares of stock
• Owner of stock is called
– Shareholder
– Stockhoder
– Equity Holder
• Sum of all ownership value is called equity.
• There is no limit to the number of shareholders, and
thus the amount of funds a company can raise by
selling stock.
• Owner is entitled to dividend payments.
• Corporation
– Tax Implications
• Double Taxation
– “S” Corporations
• Firm’s profits are not subject to corporate income tax,
but instead are allocated directly to the shareholders.
• Công ty trách nhiệm hữu hạn hai thành viên trở lên
• Công ty cổ phần
• Mỗi cá nhân chỉ được quyền thành lập một doanh nghiệp tư
nhân.
• Phần vốn góp của thành viên chỉ được chuyển nhượng theo
quy định tại Luật doanh nghiệp 2014.
• Công ty trách nhiệm hữu hạn không được quyền phát hành
cổ phần.
• Cổ đông chỉ chịu trách nhiệm về các khoản nợ và nghĩa vụ tài sản
khác của doanh nghiệp trong phạm vi số vốn đã góp vào doanh
nghiệp.
• Công ty cổ phần có quyền phát hành chứng khoán các loại để huy
động vốn.
• Thành viên hợp danh phải là cá nhân, chịu trách nhiệm bằng
toàn bộ tài sản của mình về các nghĩa vụ của công ty. Thành
viên góp vốn chỉ chịu trách nhiệm về các khoản nợ của công ty
trong phạm vi số vốn đã góp vào công ty.
• Công ty hợp danh không được phát hành bất kỳ loại chứng
khoán nào.
• Problem
– You are a shareholder in a C corporation.
– The corporation earns $4 per share before
taxes.
– Once it has paid taxes it will distribute the rest
of its earnings to you as a dividend.
– The corporate tax rate is 34% and the personal
tax rate on dividend income is 15%.
– How much is left for you after all taxes are
paid?
• Solution
– First, the corporation pays taxes. It earned $4 per share,
but must pay 0.34 × $4 = $1.36 to the government in
corporate taxes.
– That leaves $2.64 to distribute. However, you must pay
0.15 × $2.64 = $0.396 in income taxes on this amount,
leaving $2.64 – $0.396 = $2.244 per share after all
taxes are paid.
– As a shareholder you only end up with $2.244 of the
original $4 in earnings. The remaining $1.36 + $0.396 =
$1.756 is paid as taxes.
– Thus, your total effective tax rate is $1.756 ÷ $4 =
43.9%.
• Problem
– The corporation earns $4 per share before
taxes. Assuming the corporation in that
example has elected subchapter S treatment
and your tax rate on non-dividend income is
39%.
• Solution
– In this case, the corporation pays no taxes.
– It earned $4 per share.
– Whether or not the corporation chooses to
distribute or retain this cash, you must pay
0.39 × $4 = $1.56 in income taxes
– Hostile Takeover
• Low stock prices may entice a Corporate Raider to
buy enough stock so they have enough control to
replace current management. The stock price will rise
after the new management team “fixes” the
company.
– Liquidation
• Public Company
– Stock is traded by the public on a stock
exchange.
• Private Company
– Stock may be traded privately.
• Primary Markets
– When a corporation itself issues new shares of
stock and sells them to investors, they do so on
the primary market.
• Secondary Markets
– After the initial transaction in the primary
market, the shares continue to trade in a
secondary market between investors.
– NASDAQ
• Does not meet in a physical location
• May have many market makers for a single stock
Source: www.world-exchanges.org
• Problem
– You are a shareholder in a C corporation.
– The corporation earns $7.50 per share before
taxes.
– Once it has paid taxes, it will distribute the rest
of its earnings to you as a dividend.
– The corporate tax rate is 35% and the personal
tax rate on dividend income is 20%.
– How much is left for you after all taxes are
paid?
• Solution
– First, the corporation pays taxes. It earned $7.50 per
share, but must pay 0.35 × $7.50 = $2.70 to the
government in corporate taxes.
– That leaves $4.80 to distribute. However, you must pay
0.20 × $4.80 = $0.96 in income taxes on this amount,
leaving $4.80 – $0.96 = $3.84 per share after all taxes
are paid.
– As a shareholder you only end up with $3.84 of the
original $7.50 in earnings. The remaining $2.70 + $0.96
= $3.66 is paid as taxes.
– Thus, your total effective tax rate is $3.66 ÷ $7.50 =
48.8%.
• Problem
– Rework Alternative Example 1.1 assuming the
corporation in that example has elected
subchapter S treatment and your tax rate on
non-dividend income is 36%.
• Solution
– In this case, the corporation pays no taxes.
– It earned $7.50 per share.
– Whether or not the corporation chooses to
distribute or retain this cash, you must pay
0.36 × $7.50 = $2.70 in income taxes, which is
substantially lower than the $3.66 you paid in
Alternative Example 1.1b.