principles of business laws affecting business start-ups
TRANSCRIPT
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Principles of Business
LAWS Affecting Business Start-Ups
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What are the different types of business structures?
MOST COMMON: Sole Proprietorship
PartnershipCorporations
– C-Corp– S-Corp– Not-for-Profit
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What are the different types of business structures?
SPECIAL TYPES: Limited Liability Company (LLC)
Cooperatives
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Factors to consider when choosing a legal form of ownership:
1. Your vision regarding the size and nature of your business.
2. The level of control you wish to have
3. The level of “structure” you are willing to deal with
4. The business’ vulnerability to lawsuits
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Factors to consider when choosing a legal form of ownership:
5. Tax implications of the different forms of ownership structures
6. Expected profit (or loss) of the business
7. Whether or not you need to re-invest earnings into the business
8. Your need for access to cash out of the business for yourself.
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Sole Proprietorship
One personOne person owns the business and takes the major responsibility for decisions about its operations
Most business start out as sole proprietorships
About 73% of all businesses in the US are sole proprietorships
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Sole Proprietorship
LEGAL STATUS A S.P. is not a separate legal entity; the owner IS
the business
FORMATION License to conduct business Registration of business name
LIFE SPAN Business terminates when owner becomes
disabled, retires or dies
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Sole Proprietorship
TRANSFER OF OWNERSHIP The owner can sell or give away any asset because
there is no legal distinction between the business and the owner
MANAGEMENT RESPONSIBILITY Management decisions are completely in the hands
of the owner; there are no shareholders or Board of Directors to answer to
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Sole Proprietorship
LIABILITY The owner is personally liable (responsible)
for all debts and other business liabilities. The owner’s personal assets are fully exposed to risks.
TAX ISSUES Income and expenses are reported on the
owner’s personal 1040 Tax Form.
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Sole Proprietorship
Advantages:Advantages: Easy, inexpensive to
create Owner has complete
control Least regulated Income is taxed at
personal level (and rate)
Disadvantages:Disadvantages: Unlimited liabilityUnlimited liability Raising capital is difficult Owner may not have the
needed skills Death of owner
dissolves business
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Liability
Responsibility for all debts and actions of the business. If anything goes wrong, it is the owner’s responsibility to “make it right.”
Brainstorm a list of situations that would cause a business owner legal or financial problems.
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Partnership
Business is owned by two or more people who share the risks, rewards and responsibilities for operation
Often chosen by people who provide professional services (doctors, lawyers, accountants)
About 7% of all businesses in the US are partnerships
General Partner:General Partner: member of a partnership who has unlimited liability and takes full responsibility for managing the business
Limited Partner:Limited Partner: liability is limited to his/her investment and he/she cannot be actively involved in managing the business
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Partnership
LEGAL STATUS In some ways, a partnership is treated as a separate
legal entity because it can own property; but it is not treated as separate when dealing with the feature below…
FORMATION License to conduct business Registration of business name Written agreement between the partners defining
ownership, responsibility, etc…
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Partnership
LIFE SPAN Business terminates when owner(s) becomes
disabled, retire or die
TRANSFER OF OWNERSHIP Partners may sell their portion of the business if
it is agreed upon
MANAGEMENT RESPONSIBILITY Responsibility is shared between the partners.
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Partnership
LIABILITY The owners are personally liable (responsible)
for all debts and other business liabilities.
TAX ISSUES Income and expenses are reported on the
owners’ personal Tax Forms.
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Partnership
Advantages:Advantages: Inexpensive to create General partners have
total control Two heads are better
than one
Disadvantages:Disadvantages: If one partner wants out
or dies, the partnership ends
Partners are held liable for each other’s actions
Personality conflicts
How does a partnership make up for the shortcomings of a sole
proprietorship?
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Creating a Partnership Agreement
1. Break up into groups of 3-4.
2. Develop a written partnership agreement that could be used when students work together on a project.
3. Share with class.
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Corporations
A business registered by a state and operates apart from its owners.
A corporation lives on after the owners have sold their interests or passed away.
Ownership (or equity) in a corporation is represented by shares of stock.
Corporations can purchase goods, sue and be sued, and conduct any type of business transaction.
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Corporation
Number of Owners:– C-Corp - Unlimited– S-Corp – 75 or less
Separate Legal Entity Status:– C Corporation is considered a SLE for legal and tax
purposes– S Corporation for legal purposes ONLY
Formation:– CHARTER filed with State
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Corporation
Life Span:– Perpetual Life
Sale/Transfer of Ownership:– Shareholders are free to sell stock unless restricted
by an agreement
MGT Responsibility:– BOARD OF DIRECTORS
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Corporation
Liability:– Corporation is a SLE – Board of Directors could be help liable for bad
decision making
Taxation:– Corporation is taxed on income– Shareholders also are taxed on individual income– DOUBLE TAXATION
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Corporation
ADVANTAGES:ADVANTAGES: Status Limited liability Continuous life Tax advantages (can
deduct salaries and contributions to benefit plans)
Board of Directors
DISADVANTAGES:DISADVANTAGES: Expensive to start-up
($500 - $2,500) Income is more heavily
taxed Double taxation
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Limited Liability Company (LLC)
Number of Owners:– No limit– Most states require at least two
Separate Legal Entity Status:– Has SLE status
Formation:– Like a parternship
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Limited Liability Company (LLC)
Lifespan:– Unless stated in agreement, dies with owner(s)
Sale/Transfer of Ownership:– Majority of members need to agree on it
MGT Responsibility: Like a partnership
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Limited Liability Company (LLC)
Taxation:– Profits are shared as determined in the “Articles of
Organization”– Owners are taxed at personal level on profits
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LLC examples in Hamburg
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LLC
ADVANTAGES:ADVANTAGES: Simpler to set up than a
corporation Flexibility of a
partnership Limited Liability No double taxation No limit to number of
owners
DISADVANTAGES:DISADVANTAGES: Need a good agreement
(Article of Organization) Raising funds
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COOPERATIVE
A business is owned and operated by its user-members for the purpose of supplying themselves with goods/services
•Must obtain a charter•Members buy stock/shares•Popular in agriculture, building, housing and credit unions
•Examples: Eden Valley Co-op, Meridia Community Credit Union, Lexington Coop