Course Materials BAFINMAX Week2
Course Materials BAFINMAX Week2
information on the subjects discussed. Some information is compiled from different materials and
summarized from different books. Some information is based on contributors' perspective and
understanding. References are provided for informational purposes only and do not constitute
endorsement of websites or other sources. Readers should be aware that the websites/electronic
references listed in this course material may change. Hence, the contributors do not claim any
information presented in the materials and do not reflect their own work.
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MODULE 2 – BUSINESS ORGANIZATION
I. Learning Outcomes
The learners are expected to be able to:
1. Explain the basic legal forms of business organization.
2. Know the advantages and disadvantages of adopting the sole proprietorship, partnership and
corporation forms of business organization.
3. Understand the importance of business trend.
II. Content
For business firms engaged in retail or trading activities, transforming purchased goods into a different
commodity does not necessarily take place.
Business firms can be organized in one of three ways: as a proprietorship, a partnership or a corporation.
The structure chosen determines how the owners share the risks and liabilities of the firm and how they
participate in making decisions.
Advantages Disadvantages
1. Ease of entry and exit 1. Unlimited liability
2. Full ownership and control 2. Limitations in raising capital
3. Tax savings 3. Lack of continuity
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4. Few government regulations
Therefore, the proprietorship may be an ideal form of business organization when the following
conditions exist:
➢ The anticipated risk is minimum and adequately covered by insurance.
➢ The owner is either unable or unwilling to maintain the necessary organizational documents and tax
returns of more complicated business entities.
➢ The business does not require extensive borrowing.
PARTNERSHIP
A partnership is a legal arrangement in which two or more persons agree to contribute capital or services
to the business and divide the profits or losses that may be derived therefrom. Partnership may operate
under varying degrees of formality.
A general partnership is one in which each partner has unlimited liability for the debts incurred by the
business. General partners usually manage the firm and may enter into contractual obligations on the
firm’s behalf. Profits and asset ownership may be divided in any way agreed upon by the partners.
A limited partnership is one containing one or more general partners and one or more limited partners.
The personal liability of a general partner for the firm’s debt is unlimited while the personal liability of
limited partners is limited to their investment. Limited partners cannot be active in management.
Advantages Disadvantages
1. Ease of formation 1. Unlimited liability
2. Additional sources of capital 2. Lack of continuity
3. Management base 3. Difficulty of transferring ownership
4. Tax implication 4. Limitations in raising capital
CORPORATION
A corporation is an artificial being created by law and is a legal entity separate and distinct from its
owners. This legal entity may own assets, borrow money and engage in other business entities without
directly involving the owners. In many corporations, owners who are also called shareholders do not
directly manage the firm. Instead, they select managers designated as the Board of Directors to run the
firm for them. The Board of Directors is authorized to act in the corporation’s behalf.
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The incorporation process is initiated by filing the Articles of Incorporation and other requirements with
the Securities and Exchange Commission (SEC). The Articles of Incorporation includes among others
the following:
• Incorporators
• Name of the corporation
• Purpose of the corporation
• Capital stock
• Authorized shares
After the corporation is legally formed, it will then issue its capital stock. Ownership of this stock is
evidenced by a stock certificate. The corporate bylaws which are rules that govern the internal
management of the company are established by the board of directors and approved by the shareholders.
These bylaws may be amended or extended from time to time by shareholder.
Advantages Disadvantages
1. Limited liability 1. Time and cost of formation
2. Unlimited life 2. Regulation
3. Ease in transferring ownership 3. Taxes
4. Ability to raise capital
As domestic demand reaches maturity, the search for new markets leads corporation to invest and sell
abroad. The trend to develop a presence abroad is also motivated by a desire to hedge against risks.
Because economic activity differs from one country to the next, diversification abroad tends to dampen
the overall fluctuations of sales and earnings, thus reducing the risk exposure of a corporation.
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Fortunately, the advent of new financial instruments, including financial derivatives, such as futures and
swap agreements, provides managers with new tools for hedging and minimizing foreign risks.
Corporate governance
This trend relates to the way the top managers operate and interface with stakeholders. At the same time,
the Securities and Exchange Commission (SEC) which has jurisdiction over the shareholders and the
information must be given has made easier to activist shareholders to changes the way things are done
within firm.
Outsourcing
Outsourcing occurs when domestic firms invest and produce goods in foreign countries or when these
firms choose to rely on imparts rather than build domestic plans and produce these goods domestically.
Low labor-cost countries, like China, open up new investment opportunities for corporations from the
United States, Europe and Middle East. Growing competitive pressures are forcing domestic firms to
invest abroad or to import cheap foreign products.
3. A corporation is
a. Owned by stockholders who enjoy the privilege of limited liability.
b. Easily divisible between owners.
c. A separate legal entity with perpetual life.
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d. All of the above.
4. An association of two or more persons who bind themselves to contribute money, property, or
industry to a common fund, with the intention of dividing the profits among themselves is called
a. Sole proprietorship.
b. Partnership.
c. Corporation.
d. Cooperative.
5. A partnership whose members are liable to the whole extend of their separate properties.
a. Particular partnership.
b. Universal partnership.
c. General partnership.
d. Limited partnership.
7. A limited partnership
a. Must have at least two general partners.
b. Is illegal in most states.
c. Must have at least one general partner.
d. None of the above.
V. References
Cabrera, M. and Cabrera, G. (2019) Financial Management, Manila: GIC Enterprises and Co.
Inc.
SM Baliwag Complex, Dona Remedios Trinidad Highway, Brgy. Pagala, Baliwag, Bulacan
(+63) 927-533-0342 – (+63) 923-949-5265 [email protected]