(WEEK 1) :: Forms of Business Ownership: Choosing The Right Fit
(WEEK 1) :: Forms of Business Ownership: Choosing The Right Fit
(WEEK 1):
FORMS OF BUSINESS OWNERSHIP: CHOOSING THE
RIGHT FIT
INTRODUCTION
One of the fundamental decisions you must make when starting a
business is selecting a form of business ownership.
The decision can be complex and can have far-reaching
consequences for owners, employees, and customers.
Picking the right ownership structure involves knowing your long-
term goals and your tolerance for risk.
As your business evolves over time, you may need to modify the
original structure.
2. Partnership
3. Corporation
SOLE TRADERS
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PARTNERSHIPS
Partnership: Is a company that is owned by two or more people
but is not a corporation.
The partnership structure is appropriate for firms that need more
resources and leadership talent than a sole trader but don’t need
the fundraising capabilities or other advantages of a corporation.
Many partnerships are small, with just a handful of owners,
although a few are very large (up to 10,000 partners).
Partnerships come in two basic types:
1) General Partnership:
a. A partnership in which all partners have joint authority
to make decisions for the firm and joint liability for the
firm’s financial obligations.
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2) Limited Partnership:
a. Under this type of partnership, one or more persons
act as general partners who run the business and have
the same unlimited liability as sole traders.
b. The remaining owners are limited partners who do not
participate in running the business and who have
limited liability—the maximum amount they are liable
for is whatever amount each invested in the business.
ADVANTAGES OF PARTNERSHIPS
Partnerships offer two of the same advantages as sole traders
plus four more than overcome some important disadvantages of
being a sole owner.
Simplicity: Strictly speaking, establishing a partnership is
almost as simple as establishing a sole trader: You and your
partners just say you’re in business together, apply for the
necessary business licenses, and get to work.
However, while this approach is legal, it is not safe or
sensible. Partners need to protect themselves and the company
with a partnership agreement.
Single layer of taxation: Income tax is straightforward for
partnerships. Profit is split between or among the owners
based on whatever percentages they have agreed to. Each
owner then treats his or her share as personal income.
More resources: One of the key reasons to partner up with
one or more co-owners is to increase the amount of money
you have to launch, operate, and grow the business.
In addition to the money that owners invest themselves, a
partnership can potentially raise more money because
partners’ personal assets support a larger borrowing
capacity.
Cost sharing: An important financial advantage in many
partnerships is the opportunity to share costs. For example,
a group of lawyers or doctors can share the cost of facilities
and support staff while continuing to work more or less
independently.
Broader skill and experience base: Pooling the skills and
experience of two or more professionals can overcome one
of the major shortcomings of the sole trader. If your goal is
to build a business that can grow significantly over time, a
partnership can be much more effective than trying to build
it up as a sole owner.
DISADVANTAGES OF PARTNERSHIPS
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CORPORATIONS
Corporation: A legal entity, distinct from any individual
persons, that has the power to own property and conduct
business. A corporation is owned by shareholders.
Shareholders: Investors who purchase shares in corporation.
Public corporation: A corporation in which shares are sold to
anyone who has the means to buy them—individuals,
investment companies such as superannuation funds, not-
for-profit organizations, and other companies.
Such corporations are said to be publicly held or publicly
traded.
Private corporation: A corporation in which all shares are
owned by only a few individuals or companies (maximum of
50 shareholders) and is not made available for purchase by
the public. It is also known as a proprietary company or
‘Pty’. Private corporations can be limited liability ‘Pty Ltd’ or
unlimited liability ‘Pty’
ADVANTAGES OF CORPORATION
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DISADVANTAGES OF CORPORATION
The advantages of the corporate structure are compelling, but six
significant disadvantages must be considered carefully.
Cost and complexity: Starting a corporation is more
expensive and more complicated than starting a sole trader
or a partnership, and “taking a company public” (selling
shares to the public) can be extremely expensive for a firm
and time-consuming for upper managers.
Reporting requirements: To help investors make informed
decisions about shares, government agencies require
publicly traded companies to publish extensive and detailed
financial reports. These reports can eat up a lot of staff and
management time, and they can expose strategic
information that might benefit competitors.
Managerial demands: Top executives must devote
considerable time and energy to meeting with shareholders,
financial analysts, and the news media. By one estimate,
CEOs of large publicly held corporations can spend as much
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TYPES OF CORPORATION
Public companies limited by shares:
- A limited by shares company (also known as a
limited liability companies and usually denoted by
the word ‘Ltd’ beside its name) is a company where
the liability of the shareholders is limited to the
issue price of their fully paid shares. However, if the
shares are issued on a partly paid basis then the
shareholder is liable for the remaining amount when
it is called for or due.
Public companies limited by guarantee:
- This form of enterprise is common for charitable or
not-for-profit organisations. In case the company is
wound up, the liability of the shareholders of a
limited by guarantee company is limited to the
amount they agreed to contribute.
Unlimited public companies:
- This structure of enterprise is usually common for
professional and investment-type companies.
- The liability of the shareholders to the debts of the
company is unlimited.
- These companies are usually organised like a
partnership but with a corporate body.
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No liability companies:
- In Australia, this form of corporation is restricted to
mining and resources companies. The reason for
that has to do with the high level of risk
shareholders face when investing in those
companies. Shares issued by a no liability company
are commonly on a partly paid basis. Shareholders
have no liability to pay any future calls on their
partly paid shares. However, by doing so they forfeit
such shares.
CORPORATE GOVERNANCE
Although a corporation’s shareholders own the business,
few of them are typically involved in managing it,
particularly if the corporation is publicly traded. Instead,
shareholders elect a board of directors to represent them,
and the directors, in turn, select the corporation’s top
officers, who actually run the company (see Exhibit 1.1 on
the next slide).
The term corporate governance can be used in a broad
sense to describe all the policies, procedures, relationships,
and systems in place to oversee the successful and legal
operation of the enterprise.
Because serious corporate blunders can wreak havoc on
employees, investors, and the entire economy, effective
corporate governance has become a vital concern for society
as a whole, not just for the individual companies
themselves.
Shareholders of a corporation own the business, but their elected
representatives on the board of directors hire the corporate
officers who run the company and hire other employees to
perform the day-to-day work. (Note that corporate officers are
also employees)
SHAREHOLDERS
Even though most don’t have any direct involvement in
company management, shareholders play a key role in
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BOARD OF DIRECTORS
As the representatives of the shareholders, the members of
the board of directors are responsible for selecting
corporate officers, guiding corporate affairs, reviewing long-
term plans, making major strategic decisions, and
overseeing financial performance.
Boards are typically composed of major shareholders (both
individuals and representatives of institutional investors)
and executives from other corporations.
Directors are often paid a combination of an annual fee and
share options, the right to buy company shares at an
advantageous price.
CORPORATE OFFICERS
The third and final group that plays a key role in governance are
the corporate officers, the top executives who run the company.
Because they implement major board decisions, make numerous
other business decisions, ensure compliance with a dizzying
range of government regulations, and perform other essential
tasks, the executive team is the major influence on a company’s
performance and financial health.
Corporate officers: the top executives who run a
corporation.
The highest-ranking officer is the chief executive officer
(CEO), and that person is aided by a team of other “C-level”
executives, such as the chief financial officer (CFO), chief
information officer (CIO), chief technology officer (CTO), and
chief operating officer (COO)—titles vary from one
corporation to the next.
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TYPES OF MERGERS
A vertical merger occurs when a company purchases a
complementary company at a different stage or level in an
industry, such as a furniture maker buying a lumber supplier. A
horizontal merger involves two similar companies at the same
level; companies can merge to expand their product offerings or
their geographic market coverage. In a conglomerate merger, a
parent company buys companies in unrelated industries, often to
diversify its assets to protect against downturns in specific
industries.
In some situations, a buyer attempts to acquire a company
against the wishes of management. In such a hostile takeover,
the buyer tries to convince enough shareholders to go against
management and vote to sell.
Hostile takeover: Acquisition of another company against
the wishes of management.
- A hostile takeover can be launched in one of two
ways: by tender offer or by proxy fight.
- In a tender offer, the buyer, or raider, as this party
is sometimes called, offers to buy a certain number
of shares in the corporation at a specific price. The
price offered is generally more than the current
share price, so that shareholders are motivated to
sell. The raider hopes to get enough shares to take
control of the corporation and to replace the
existing board of directors and management.
- In a proxy fight, the raider launches a public
relations battle for shareholder votes, to gain
enough votes to oust the board and management.
Corporate boards and executives have devised a number of
schemes to defend themselves against unwanted takeovers:
- A poison pill defense, a targeted company invokes
some move that makes it less valuable to the
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(WEEK 2):
FINANCIAL STATEMENTS AND CASH FLOW: AN
UNDERSTANDING
WHY STUDY FIANNCIAL STATEMENTS:
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FINANCIAL STATEMENTS:
There are four basic financial statements:
Income statement (also referred to as Statement of
Comprehensive Income)
Balance Sheet (also referred to as Statement of Financial
Position)
Cash Flow Statement
Statement of Changes in Equity
INCOME STATEMENT:
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STEP 3: SOLVE
STEP 4: ANALYSE
The firm is now profitable
Old Ratios are:
- The gross profit margin is 25%
- The operating profit margin is 14.17%
- The net profit margin is 7.6%
New ratios are:
- The gross profit margin is 32.5%
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BALANCE SHEET:
The balance sheet sheet (or statement of financial position)
contains information on a specific date (for example, as at 31
December 2015) in regard to the following:
Assets (resources that will generate a future economic
benefits)
Liabilities (debts)
Owners or shareholders equity (investment by the owners)
The balance sheet provides a snapshot of the firm’s financial
position on a specific data. It is defined by the equation:
Total assets = total liabilities + total shareholders’ equity
This can also be written as:
Total assets – total liabilities = total shareholders equity
STEP 3: SOLVE
STEP 4: ANALYSE
We can make the following observations H.J. Boswell Ltd’s
updated Balance Sheet as at 31 December 2015:
Total assets, total liabilities and equity have not
changed.
However, current assets have decreased and non-
current assets have increased.
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The cash flow statement reports cash inflows and cash outflows
over a specific period of time, and summarises these according
to:
Cash flows from operating activities
- represent the company’s core business, including
cash received from sales and cash paid for
expenses.
Cash flows from investing activities
- represent the cash flows that arise out of the
purchase and sale of long-term assets such as plant
and equipment.
Cash flows from financing activities
- represent changes in the firm’s use of debt and
equity such as issue of new shares, the repurchase
of outstanding shares and the payment of dividends.
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Ordinary shares
Preference shares
Retained earnings
Reserves
(WEEK 3):
ENTREPRENEURSHIP AND SMALL-BUSINESS OWNERSHIP:
SOURCES OF FUNDS
(WEEK 4):
INTEREST RATES AND TIME VALUE OF MONEY
(WEEK 5):
FINANCING THE BUSINESS: SHORT AND LONG-TERM
SOURCES OF FUNDS
SOURCES OF FINANCE:
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=
($ 1 0 0 , 0 0 0 - $ 9 9 ,0 2 3 )
´
1
= 0 .1 2 = 1 2 % p .a .
$ 9 9 ,0 2 3 (3 0 / 3 6 5 )
LONG- TERM VS SHORT-TERM BORROWING:
Bills of Exchange:
- A bill of exchange (also known as a commercial bill)
is another member of the family of discount-type
financial instruments. However, whereas a
promissory note contains a promise by the borrower
to repay the debt at maturity, a bill of exchange is a
written order that requires payment to be made,
either on demand or at a specified time. Typically,
bills have maturity values of $100 000 or $500 000.
- They are negotiable discounted short term financial
securities.
- The parties involved are: drawer/borrower,
accepter/guarantor, discounter/lender and endorser
(read example 5.2 on page 114 in the text).
- Bank bill A commercial bill that has been either
accepted or endorsed by a bank.
- Rollover facility: a chain of successive bills can be
arranged (on a rollover basis) to extend the term.
Typically, such rollovers are arranged between the
drawer and a bank.
Debt factoring:
- Is a form of service offered by a financial institution
(a factor) – often a subsidiary of a commercial bank.
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- Dividend reinvestment:
With a dividend reinvestment plan,
shareholders are permitted to reinvest all or
part of their dividend payments in new
shares.
Such a plan can be a very efficient source of
funds for a company that pays dividends.
Surprisingly large sums are raised. Many
companies listed on the ASX have plans of
this sort.
- Offer for sale:
Involves a public limited company selling
shares to a financial institution known as an
issuing house. The issuing house, in turn,
sells the shares purchased from the
company to the public.
The advantage of an offer for sale from the
company’s viewpoint is that the sale
proceeds of the shares are certain. The
issuing house takes on the risk of selling the
shares to investors.
This type of issue is often used when a
company seeks a listing on the ASX and
wishes to raise a large amount of funds.
- Public issue:
Where the company makes a direct
invitation to the public to purchase shares,
usually in a newspaper advertisement.
Issuing house may be used to help
administer the issue of the shares to the
public and to advise on an appropriate
selling price.
Price is either set upfront or can be set by a
‘tender issue’ process (not widely used, not
popular with investors)
- Private placing:
Shares are ‘placed’ with selected investors
such as large financial institutions
Quick and cheap way of raising equity funds
May lead to concentrated ownership in a few
hands
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TUTORIAL QUESTIONS:
5.1.1 Textbook Question 5-1
- Both preference shares and loan capital are forms of
finance which require the company to provide a
particular rate of return to investors. What factors may
be taken into account by a company deciding between
these two sources of finance?
- What advantages does a company gain by having a
floating charge rather than a fixed charge on its assets?
When a business borrows money from a lender such as a
bank or another financial institution, it is not unusual for
the lender to ask for security for the debt. This helps to
protect the lenders position as it can seize and sell the
asset that has been given as security if the loan cannot
be repaid.
The idea of providing security for a loan is a concept
most business owners will be familiar with, after all,
it’s something all homeowners do when arranging a
mortgage. However, the confusion often comes with
the two different types of charge, fixed and floating,
that are used to give lenders security over the assets
of a business.
** Fixed charge: if a det is subject to a fixed charge, the
borrowing will be secreted against a substantial and
identifiable physical asset such as land, property,
vehicles, plant and machinery. If the business is unable
to keep to the terms of the finance agreement, the lender
will take charge of the asset and look to sell it in order to
recoup the money it is owed.
When a lender has a fixed charge, it effectively has full
control over the asset the charge applies to. If the
business wants to see, transfer or dispose of the asset, it
will have to get permission from the lender first or pay
off the remaining debt. It is also important to note that a
fixed charge gives the lender a higher position in the que
than a floating charge for the repayment of the debt in
the event of the borrower’s insolvency.
Examples of financial arrangements that are commonly
subject to a fixed charge include: Mortgages, leases,
bank loans, and invoice factoring arrangements.
** Floating Charge: A floating charge applies to assets
with a quantity a value that can change periodically, such
as stock, debtors and moveable plant and machinery. It
gives the business much more freedom than a fixed
charge because the business can sell, transfer or dispose
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(WEEK 6):
FINANCING THE BUSINESS: SHORT AND LONG-TERM
SOURCES OF FUNDS (CONTINUED)
(WEEK 7):
ENTREPRISE GEARING, COST OF CAPITAL, AND
PROFITABILITY: RATIO AND TREND ANALYSIS
(WEEK 8):
THE AUSTRALIAN AND GLOBAL FINANCIAL MARKETS
(WEEK 9):
INTRA SESSION BREAK
(WEEK 10):
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