+ Understanding Canadian Business Chapter 6 Forms of Business Ownership + Learning Goals 1. Compare the advantages and disadvantages of sole proprietorship. 2. Describe the differences between general and limited partners, and compare the advantages and disadvantages of partnerships. 3. Compare the advantages and disadvantages of corporations. + Learning Goals 4. Define and give examples of three types of corporate mergers, and explain the role and leveraged buyouts and taking a firm private. 5. Outline the advantages and disadvantages of franchises, and discuss the challenges of global franchising. 6. Describe the role of co-operatives in Canada. + One key to success in starting a new business is understanding how to get the resources you need. You may have to take on partners or find other ways of obtaining money. You may need help from someone with more expertise than you have in certain areas, or you may need to raise more money to expand. + Sole Proprietorship Term Definition Sole Proprietorship A business that is owned and usually managed, by one person. Liability For a business, it includes the responsibility to pay all normal debts and to pay because of a court order or law, for performance under a contract, or payment of damages to a person or property in an accident. Unlimited Liability The responsibility of business owners for all of the debts of the business. + Advantages of Sole Proprietorship Sole proprietorships are the easiest kind of business for you to explore in your quest for an interesting career. Other advantages include: Ease of starting and ending the business Being your own boss Retention of company profit No special taxes + Disadvantages of Sole Proprietorship Unlimited liability – the risk of personal losses Limited financial resources Management difficulties Overwhelming time commitment Few fringe benefits Limited growth Limited lifespan + Partnerships Term Definition Partnership A legal form of business with two or more owners. General partnership A partnership in which all owners share in operating the business and in assuming liability for the business’s debts. Limited partnership A partnership with one or more general partners and one or more limited partners. Limited partner An owner who invests money in the business but does not have any management responsibility or liability for losses beyond the investment. Limited liability The responsibility of a business’s owner for losses only up to the amount they invest; limited partners and shareholders have limited liability. + Advantages of Partnerships 1. More financial resources 2. Shared management & pooled/complementary skills and knowledge 3. Longer survival 4. Shared risk 5. No special taxes + Disadvantages of Partnerships 1. Unlimited liability 2. Division of profits 3. Sharing risk means sharing profits, and that can cause conflicts. Disagreements among partners 4. Each general partner is liable for the debts of the firm, no matter who was responsible for causing the debts. All terms of partnership should be spelled out in writing to protect all parties and minimize misunderstandings Difficult to terminate + Progress Assessment What is the difference between a limited partners and a general partners? What are some of the advantages and disadvantages of partnerships? + Corporations Term Definition Corporation A legal entity with authority to act and have liability separate from its owners. Public corporation Corporation that has the right to issue shares to the public, so its shares may be listed on a stock exchange. Private corporation Corporation that is not allowed to issue stocks to the public, so its shares are not listed on stock exchanges; it is limited to 50 or fewer shareholders. + Advantages of Corporations Limited liability More money for investment Size Ease of ownership change Sell stock to someone else Perpetual life •Because corporations are separate from those who own them Ease of drawing talented employees Separation of ownership from management + Disadvantages of Corporations Extensive paperwork Size Double taxation Two tax rates Difficulty of termination Possible conflict with stockholders and board of directors Initial cost + How Owners Affect Management + Business Regulations Registration Governments need to know what businesses are in operation to ensure that a wide range of laws and regulations are being followed. Unique business names Taxes are being paid Articles of incorporation is a legal authorization from the federal or provincial/territorial government for a company to use the corporate format. + Other Types of Corporations Non-resident Conducts business in Canada, but has its head office outside of Canada. Non-profit corporation Formed for charitable or socially beneficial purposes. Crown corporation Are companies that only the federal or a provincial government can set up. Professional corporation corporation Is a Canadian-controlled private corporation engaged in providing professional services. + Progress Assessment What are the major advantages and disadvantages of incorporating a business? What is the role of owners (stockholders) in the corporate hierarchy? If you buy stock in a corporation and someone is injured by one of the corporation’s products, can you personally be sued? Why or why not? + Sweet Opportunities You are a consultant, and will make a recommendation as to what form of business ownership you think is best for each client. + Liability Liability can be an issue for sole proprietorships and partnerships when: Debts are owed when a business fails or has financial difficulties; If not insured, when there is loss due to disaster; Lawsuits occur + Finance Options Corporations have more options when they need to obtain additional financing (loans, investments in the form of stocks and/or corporate bonds). Sole proprietors and partners often have personal assets as their only source of money (they can maybe borrow from banks, friends, family). + Tax Implications Sole proprietors and partners pay individual income tax on their companies’ earnings. Double Taxation – a corporation is taxed as a separate entity that pays tax on its income. Stockholders also pay personal income tax on any dividends they make. + Life of the Business Sole proprietorships and partnerships may dissolve in the event of the death or illness of the owner. Disagreements may lead to partnerships breaking up. Corporations continue to exist beyond personal circumstances. + Discussion Questions Why do you think so many corporations begin as sole proprietorships or partnerships? Why do you think so many sole proprietorships and partnerships become corporations? + Definitions Term Definition Merger The result of two firms forming one company. Acquisition One company’s purchase of the property and obligations of another company. Leveraged buyout (LBO) An attempt by employees, management, or a group of investors to purchase an organization primarily through borrowing. + Vertical Merger (companies in different stages in related industries) + Horizontal Merger (companies in the same industry) + Conglomerate Merger (companies in unrelated industries) + Franchising Term Definition Franchise agreement An arrangement whereby someone with a good idea for a business sells the rights to use the business name and sell its products in a given territory. Franchisor A company that develops a product concept and sells others the rights to make and sell the products. Franchise The right to use a specific business’s name and sell its goods or services in a given territory. Franchisee A person who buys a franchise. + Franchising Advantages Disadvantages Management and marketing assistance 1. Large start-up costs 2. Shared profit 2. Personal ownership 3. 3. Nationally recognized name Management regulation 4. Coattail effects 5. Restrictions on selling 6. Fraudulent franchisors 1. 4. Financial advice and assistance 5. Lower failure rate + How Much Does a Franchise Cost? Company Snap-on Tools PropertyGuys.com Cost $25,001 - $50,000 $50,001 - $100,000 The UPS Store $100,001 - $200,000 Great Canadian Dollar Store $200,001 - $500,000 Second Cup $200,001 - $500,000 Harvey’s Montana’s Cookhouse $500,001 - $1,000,000 $1,000,000+ + Checklist for Evaluating a Franchise How much equity capital will you need to purchase the franchise and operate it until your income equals your expenses? Does the franchisor offer financing for a portion of the franchising fees? On what terms? Are you prepared to give up some independence of action to secure the advantages offered by the franchise? Do you have your family’s support? Does the industry appeal to you? Are you ready to spend much or all of the remainder of your business life with this franchisor, offering its products or services to the public? + Home-based Advantages Relief from the stress of commuting Franchises Disadvantages Feeling Home-based franchisees feel less isolated than homebased entrepreneurs. Experienced franchisors share their knowledge of building a profitable enterprise with franchisees. Extra time for family activities and Low overhead expenses of isolation + E-Commerce in Franchising PropertyGuys.com is an example of a franchise that uses e-commerce Formed in 1998 in Moncton, NB. PropertyGuys.com has built on the “For Sale by Owner (FSBO)” Internet concept. Packages include a combination of print advertising, direct mail, electronic mail, seller’s documentation, a For Sale sign, a website listing, and a phone answering service. + Franchising in International Markets The US is by far the most popular target for Canadian-based franchises. There are now more than 130 locations in seven countries. What makes franchising successful in international markets is what makes it successful domestically; convenience and predictable level of service. + Co-operative An organization that is owned by members and customers, who pay an annual membership fee and share in any profits. + Co-operatives 4/10 op. Canadians are members of at least one co- There are more than 9,000 co-operatives in Canada that employ 155,000 people. Some co-ops are listed in Canada’s top 500 companies and several financial co-operatives have been rated the best places to work in Canada. Fishermen and farmers catch and produce their own products, but part of the marketing is done through jointly owned co-ops. + Co-operatives Differ from Other Businesses Purpose – meet the common needs of the members Control structure 1 Member = 1 Vote The Mountain Equipment Co-op story Allocation of profit – share profits among their member-owners on the basis of how much they use the co-op, not how many shares they hold