Chapter 13 Sole Proprietorships, Partnerships and Corporations 13-1 Partnership Characteristics – Advantages and Disadvantages Partnership Characteristics The partnership is a voluntary association of individuals based on a legally binding contract. A partnership has mutual agency where each partner acts on behalf of the partnership when engaging in partner business. The partnership is a limited life dependent upon the partnership contract. The partners have unlimited liability making each partner individually liable for all partnership liabilities. Partner assets are co-owned by the partners. Advantages Disadvantages The combination of the skills and resources of two or more individuals. Mutual agency. Partnerships are easily formed and relatively free from governmental regulations and restrictions. Unlimited liability. Decisions can be made quickly on substantive matters affecting the firm. Limited life. 13-2 Partnership Agreement or Articles of CoPartnership Name and principal location of the firm Purpose of the business Date of inception Names and capital contributions of partners Rights and duties of partners Basis for sharing net income or net loss Provision for withdrawals of income Procedures for submitting disputes to arbitration Procedures for the withdrawal or addition of a partner Rights and duties of surviving partners in the event of a partner’s death 13-3 Entries Required when Forming a Partnership Book Value Market Value A. Rolfe T. Shea A. Rolfe T. Shea Cash $8,000 $9,000 $8,000 $9,000 Equipment 5,000 Accumulated depreciation 4,000 (2,000) Accounts receivable 4,000 4,000 Allowance for doubtful accounts (700) (1,000) $11,000 Entries to record the investment are: $12,300 $12,000 Investment of A. Rolfe Cash 8,000 Equipment 4,000 A. Rolfe, Capital (To record investment by A. Rolfe) 12,000 Investment of T. Shea Cash 9,000 Accounts Receivable 4,000 Allowance for Doubtful Accounts 1,000 T. Shea, Capital (To record investment by T. Shea) 12,000 $12,000 13-4 Corporate Characteristics – Advantages and Disadvantages ADVANTAGES Separate legal existence Limited liability of stockholders Transferable ownership rights Ability to acquire capital DISADVANTAGES Corporation management – separation of ownership and management Government regulations Continuous life Corporation management – professional managers Additional taxes CORPORATE FORM OF BUSINESS ORGANIZATION 13-5 Stock Issue Terms Shares Authorized Anticipated number of shares to meet the needs of the company and included in the corporate charter. Par Value The legal amount assigned to each share of stock in the corporate charter. Market Value Actual market price paid for the stock in an arm’s length transaction. Shares Issued Actual number of shares that are sold to investors or underwriters. RELATIONSHIP OF PAR AND NO-PAR VALUE STOCK TO LEGAL CAPITAL Stock Legal Capital per Share Par value Par value No-par value with stated value Stated value No-par value without stated value Entire proceeds 13-6 Issue of Stock Boomer Corporation issues 2,000 shares of common stock at $10 per share. Stock has $4 par value. Cash Stock has no par value. 20,000 Common Stock Cash 8,000 Paid-in Capital in Excess of Par Value Common Stock Stock has no stated value. 20,000 Common Stock Paid-in Capital in Excess of Stated Value 20,000 12,000 Stock has $4 stated value. Cash 20,000 Cash 8,000 20,000 Common Stock 12,000 Note: The amount credited to the Common Stock account becomes legal capital. 8,000 13-7 Treasury Stock Transactions Boomer Corporation acquires 100 shares of its $4 par value common stock at $15 per share and holds them as treasury stock. Treasury Stock 1,500 Cash 1,500 Boomer Corporation sells 25 shares of its treasury stock for $18 per share. Cash 450 Treasury Stock 375 Paid-in Capital from Treasury Stock 75 Boomer Corporation sells 25 shares of its treasury stock for $14 per share. Cash 350 Paid-in Capital from Treasury Stock 25 Treasury Stock 375 13-8 Requirements for Cash Dividends 1. Retained earnings. 2. Adequate cash. 3. A declaration of dividends (by board of directors). BOARD OF DIRECTORS RELEVANT DIVDEND DATES AND ENTRIES FOR CASH DIVIDENDS Declaration Date Retained Earnings XXX Dividends Payable Record Date No entry Payment Date Dividends Payable Cash STOCKHOLDERS XXX XXX XXX 13-9 Stock Dividends REASONS FOR STOCK DIVIDENDS 1. Satisfy dividend expectations of stockholders without spending cash. 2. Increase marketability of stock by increasing the number of shares outstanding and thereby decreasing the market price per share. 3. Emphasize the permanent reinvestment of stockholders’ equity that is unavailable for cash dividends. BOARD OF DIRECTORS SUMMARY OF STOCK DIVIDEND ENTRIES Declaration Date Issuance Date Retained Earnings XXX Common Stock Dividends Distributable XXX Paid-in Capital in Excess of Par XXX Common Stock Dividends Distributable XXX Common Stock Small stock dividends Retained earnings reduced by fair market value of stock. Large stock dividends Retained earnings reduced by par value of stock. STOCKHOLDERS XXX 13-10 Effects of a Stock Dividend on Stockholders’ Equity Stockholders’ Equity Before a 10% Stock Dividend Stockholders’ Equity Paid-in capital Common Stock, $10 par value, 100,000 shares issued and outstanding $1,000,000 Additional paid-in capital in excess of par value 200,000 Total paid-in capital 1,200,000 Retained earnings 300,000 Total stockholders’ equity $1,500,000 (Market Value = $15) Board of Directors Declares and Distributes a 10% Stock Dividend Entries: Retained Earnings (100,000 X .10 X $15) 150,000 Common Stock Dividends Distributable 100,000 Paid-in Capital in Excess of Par Value 50,000 Common Stock Dividends Distributable Common Stock 100,000 100,000 13-10 Effects of a Stock Dividend on Stockholders’ Equity (continued) Stockholders’ Equity After a 10% Stock Dividend Stockholders’ Equity Paid-in capital Common Stock, $10 par value, 110,000 shares issued and outstanding Additional paid-in capital in excess of par value Total paid-in capital Retained earnings Total stockholders’ equity $1,100,000 250,000 1,350,000 150,000 $1,500,000 13-11 Effect of a Stock Split on Stockholders’ Equity Stockholders’ Equity Before a 2 for 1 Stock Split Stockholders’ Equity Paid-in capital Common Stock, $10 par value, 100,000 shares issued and outstanding $1,000,000 Additional paid-in capital in excess of par value 200,000 Total paid-in capital 1,200,000 Retained earnings 300,000 Total stockholders’ equity $1,500,000 Stockholders’ Equity After a 2 for 1 Stock Split Stockholders’ Equity Paid-in capital Common Stock, $5 par value, 200,000 shares issued and outstanding $1,000,000 Additional paid-in capital in excess of par value 200,000 Total paid-in capital 1,200,000 Retained earnings 300,000 Total stockholders’ equity $1,500,000 Comparative Effects Item Stock Split Stock Dividend Total paid-in capital No change Increase Total retained earnings No change Decrease Total par value (common stock) No change Increase Decrease No change Par value per share 13-12 Retained Earnings Statement KAYTEL, INC. Retained Earnings Statement For the Year Ended December 31, 2004 Balance, January 1, as reported $900,000 Correction for Understatement of Net Income in Prior Period (Inventory error) 75,000 Balance, January 1, as adjusted 975,000 Add: 400,000 Net income 1,375,000 Less: Cash dividends $75,000 Stock dividends 50,000 Balance December 31 125,000 $1,250,000