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ОглавлениеДля бесплатного чтения доступна только часть главы! Для чтения полной версии необходимо приобрести книгуPART II. CASES IN MANAGEMENT1. FORMS OF BUSINESS ORGANIZATIONIntroduction Many entrepreneurs start small business as sole proprietorships. If the business prospers, the owner may later need to look for additional funds to finance the company's growth. In that case, the owner may decide to incorporate the business. Consequently, sole proprietorships, partnerships, and corporations are alternative forms of business ownership. Sole Proprietorship A sole proprietorship is a business owned by one person. This form of business is the easiest and typically the least costly to start and it gives one full control over operations. Sole proprietorships are the most numerous kind of business organization, but most are very small. Advantages •Organization. Sole proprietorships are easy to start; there are few restrictions and forms to complete. Sole proprietors are their own bosses and are free to make all of the decisions. •Profits. Sole proprietors gain all of the profits of their businesses. •Taxes. Sole proprietorships have rather few legal restrictions. •Flexibility. A sole proprietor is the business manager and can react quickly to problems. •Personal achievement. Sole proprietors have the opportunity to achieve success and recognition through their individual efforts. Disadvantages •Unlimited liability. All business debts and obligations are the responsibility of the sole proprietor. If the business fails, this liability may be covered by the owner's personal assets, including property such as cars, homes, and savings. •Limited funds. The money a sole proprietor can raise is limited by the amount of his or her savings and ability to borrow. •Fragile business existence. If the sole proprietor becomes physically impaired or mentally incapacitated, the business could fail. If she or he dies, the business ends. •Limited potential. Lack of opportunities for employees, limitations of size and growth, and lack of management resources are other disadvantages often cited. Partnership A partnership is a business organization owned by to or more people who share ownership and control over the business. Advantages •Organization. Like sole proprietorships, partnerships are relatively easy to form are not subject to special taxes. A legally binding partnership agreement among all of the partners can clarify the amount of time and energy spent by each partner in the business. Sometimes the partners are unequal in some way, such as "silent partners", who are inactive and generally just contribute funds in anticipation of a high return. A "limited partner" risks only his or her investment in the business. •Potential growth. Partners bring more money to a business, which increases its opportunities to grow and succeed. •Abilities. Partners can offer fresh ideas and talents. Disadvantages •Unlimited liability. In many cases, each of the partners has unlimited liability. Partners are individually responsible for all business debts. If the business fails, creditors (those to whom the money is owned). •Could recover the debt from any, or all, of the partners. Their personal assets could be used to satisfy the obligation. •Limited life. If any one partner dies or decides to quit, the partnership is legally terminated. A new partnership agreement is necessary for the business to continue. •Limited funds. The amount of money a partnership can raise is limited; it depends on the partners' wealth and ability to borrow. •Organization. Each partner acts on behalf of the business, so as partners disagree, management conflicts may arise. All partners can be held responsible for the business activities, decisions, and commitments of any partner. Corporation A Corporation is a business organization managed on behalf of its owners, who provide the funds. The law requires a corporation to obtain a state charter to operate. Ownership of a corporation is represented by shares of stock, so stock-holders are its owners. Some corporations are privately held; all stock is owned by a small group or a family. The stock of publicly held corporations is traded through organizations called stock exchanges. Courts of law treat a corporation as a "person", a separate entity from those who own it. A corporation can sue, be sued, and enter into contractual agreements. It must pay taxes. Although sole proprietorships in the United States outnumber corporations by almost four to one, corporations dominate business with 89 percent of total sales. Advantages • Limited liability. Shareholders can only be held responsible for debts up to their investment in the company or what they paid for their shares of stock. In many English-speaking countries, corporations add, "limited" (Ltd.) to their company name to make this important distinction. •In fact, it is the limited liability feature of corporations that makes it possible for them to raise large amounts of capital. Without this legal protection, it is doubtful whether many people would take the risk of buying stock in large corporations. •Ease of transfer. Stockholders can enter or leave a corporation at will by buying or selling shares of stock. •Unlimited life. When a stockholder dies, the corporation does not dissolve. Corporations are said to have lives of their own. •Ability to raise funds. Corporations can raise money by selling stock or borrow money by issuing bonds. Disadvantages •Expense. Organizing a corporation is more complicated and costly than other forms of business and typically requires legal help. Most small firms prefer to avoid such expenses by forming sole proprietorships and partners. •Taxation. The government taxes a corporation's earnings twice. A corporation is taxed on its profits and stockholders individually pay taxes on any profits distributed to them. •Regulations. Corporations that sell stock to the public give up much privacy. The law requires publicly held or "open" corporations to disclose information about their finances and operations to any interested person. The purpose is to provide information about the firms to both current and prospective investors may also help competitors. This is the reason some firms remain private or "closed" and do not trade their stock. Special Types of Business Organization Not all business organizations fall neatly into the categories described. Other types of business organization include the following. S Corporations A small business can enjoy many of the advantages of the corporation without having to pay corporate income taxes if it organizes as an S corporation, a name taken from a part of the tax laws known as Subchapter S. The stockholders pay personal income taxes based on the dividends they receive. This allows the business to avoid the double taxation that regular corporations are subject to. An S Corporation may not have more than 35 stockholders and may not own 80 percent or more of another corporation. As with regular corporations, organizing an S Corporation usually requires a lawyer's help. Not-for-profit Corporations As the name suggests, not-for-profits don't try to earn a profit. Rather, they serve particular educational, social, charitable, or religious purposes. For example, the U.S. Student Conservation Association is a nonprofit group with a 40-year record of helping young people preserve the nation's wilderness while teaching the conservation skills. Its sources of income include foundations, government funding, and individual donations. Since not-for-profit corporations earn no profits, they are not subject to income taxes. However, like other corporations, their income must be great enough to cover operating expenses, including employee wages. Therefore, the government allows them to hold in reserve a certain percentage of their income for operating use. Some not-for-profit corporations you may recognize are the American Red Cross and, of course, Junior Achievement Inc. These and other not-for-profit corporations rely on the efforts of volunteers, but they also employ paid professional staffs. According to the Nonprofit Almanac, the nonprofit sector accounts for 6.7 percents of the workforce and about 6.2 percent of the U.S. economy. Government-Owned Corporations Federal, regional, and local governments can also own and operate corporations. This action is generally undertaken when the market doesn't adequately supply a needed good or service. The postal service, some metropolitan rapid transit services, and other publicly owned utilities are examples of government-owned corporations. Limited Liability Companies A limited liability company (LLC) combines the advantages of a corporation and partnership. LLCs are more complicated to organize than typical partnerships, but they are becoming popular forms of organization for new small business, especially among Internet start-ups. An LLC must have two or more members, those who own interest in the LLC and function as partners or shareholders. Each member liability is limited, as it is in a corporation, but the members are taxed as they are a partnership. Unlike a partnership, an LLC may acquire and hold property in the name of the LLC rather than in the names of its members. An LLC can sue or be sued in its own name. The advantages of LLCs are their ability to limit liability. If the business is sued, the owners do not have their personal assets at risk. The disadvantages include various state regulations and strict tax rules. Another disadvantage is that an LLC has a limited life. Cooperatives •Cooperatives (or co-ops) are associations of individuals or companies that perform business functions for their members. Here are the common types. •Housing co-ops are multiple dwelling units owned by their tenants. •Consumer co-ops are retail business owned by people who share in the profits and/or purchase goods and services at lower costs. •Producer co-ops are companies that manufacture and market products on behalf of their members. Franchises Franchising is a method of product or service distribution that is governed by a contract. A franchise is a license to operate an individually owned business as if it were part of a large chain of stores. Isaac Singer started the first franchises in 1858 when he came up with the idea of selling the rights to sell his sewing machines. Fees earned from the license rights helped to fund his manufacturing costs. Coca-cola has used franchising to expand by shifting the burden of manufacturing, storing, and distributing its product to local business people who acquired bottling rights. In the 1950s Ray Kroc saw the potential in franchising McDonald's. Today many clothing, real estate, fast food, and motel chains are franchise operations. Franchises have many advantages. The franchisee is the one who purchases the franchise and enables the franchiser, the corporation that sells its franchises to others, to expand operations at little cost to itself. Franchisers also benefit because franchisees, as business owners, have an incentive to increase efficiency, sales, and profits. Those who buy franchises benefit as well. Many franchisers provide training programs, financial assistance, and other kinds of help in operating and managing the business. Advertising campaigns, name recognition, and reputation bring increased sales to franchisees as well. CASE ONEWords and Terms to be Used: agreement – договор, соглашение investment – капиталовложение cash – наличные деньги enterprise – предприятие consent – согласие to participate – участвовать salary – зарплата bondsman – поручитель, гарант to share – делить asset(s) – активы transaction – сделка equity – чистый капитал option – выбор interest – процент, доля to terminate – прерывать notice – уведомление liabilities – финансовые обязательства account – счет articles of partnership – устав партнерства wholesale business – оптовое предприятие to enter into a contract – заключать контракт balance sheet – балансовая ведомость net income –чистый доход to have general supervision and operation – осуществить общий контроль и управление books of accounts – бухгалтерские книги to allow the interest – начислять процент to buy the interest – купить долю FORMING A PARTNERSHIP With the assistance of an attorney, Ms. O'Brien and Mr. Moore draw up the partnership agreement shown below. The agreement is prepared in triplicate and signed by both partners. Each partner receives a copy of the agreement for personal files and the third copy-becomes part of the records of the partnership. Articles of Partnership THIS CONTRACT, made and entered into on the second day of January, 1978, by and between Terry Moore and Coleen O'Brien, of Charleston, South Carolina, WITNESSETH: That the said parties have this date formed a partnership for the purpose of engaging in and conducting a wholesale candy business under the following stipulations, which are a part of this contract: FIRST: The business is to be conducted under the firm name of O'Brien and Moore, located at 927 Washington Drive, Charleston, South Carolina 29406. SECOND: The investments are as follows: Coleen O'Brien, the capital in her candy business, located at 927 Washington Drive, Charleston, South Carolina, as shown by her balance sheet of December 31, 1977. Terry Moore, cash equal to one half of the investment of Coleen O'Brien. THIRD: Coleen O'Brien is to devote her entire time and attention to the business and is to engage in no other businessenterprise without the written consent of Terry Moore. Coleen O'Brien is to have general supervision and operation of the business. Terry Moore will participate in the general policy-making decisions and will participate in the sales operations of the business. FOURTH: During the operation of this partnership, no partner is to become surety or bondsman for anyone without the written consent of the other partner. FIFTH: Coleen O'Brien is to receive a salary of $10,000.00 a year and Terry Moore a salary of $8,000.00 a year. Each partner is to receive an annual 5% interest on investment. At the end of each fiscal period, the net income or loss, after the salaries have been paid and the interest has been allowed, is to be shared equally. SIXTH: No partner is to withdraw assets in excess of the agreed upon salary without written consent of the other partner, SEVENTH: The investment and all transactions completed in the operation of the business are to be recorded in books of accounts in accordance with standard accounting procedures. These books of account are to be open for the inspection of either partner at all times. EIGHTH: In case of the death or the legal disability of either partner, the capital (equity) of the partners is to be determined as of the time of the death or the disability of the one partner. The continuing partner is to have the option to buy the interest of the deceased or incapacitated partner at book value. NINTH: The said partnership is to continue for a term of ten years from January 2, 1978, unless the partners mutually agree in writing to a shorter period. Either partner may terminate this contract by giving the other partner written notice at least 90 days prior to the date of termination. TENTH: At the conclusion of this contract, unless it is mutually agreed to continue the operation of the partnership under a new contract, the assets of the partnership, after all liabilities are paid, are to be divided in proportion to the equity recorded in each partner's capital account on that date. IN WITNESS WHEREOF, the parties aforesaid have hereunto set their hands and affixed their seals on the day and year written. Signed ………… (Seal) Date………………. Signed………… (Seal) Date………………. Discussion Questions: 1. What are advantages and disadvantages of admitting Jerry Moore as a partner? 2. Which of the partners gains more from the contract? 3. Which of the partners will have stronger position in business? 4. Why do you think the articles of partnership contain the sixth paragraph? 5. Would you continue the business as a sole proprietorship and engage Jerry Moore on a salary or form a partnership? 6. What factors would you consider before deciding to form a partnership with Jerry Moore? CASE TWOWords and Terms to be Used: cooperative – кооператив proprietorship – единоличное владение partnership – партнерство corporation корпорация need – нужда, потребность to meet the needs – удовлетворять потребности rural – сельский to provide – снабжать, обеспечивать service – услуга, обслуживание to offer – предлагать cost – цена стоимость costs – расходы, издержки, затраты to compete – конкурировать facilities – приспособления, средства, устройства, сооружения, здания recreational facilities – места отдыха wholesales – оптовая торговля marketer – сбытовик или закупщик growth – рост, развитие, увеличение, прирост sales – продажа, сбыт share – акция top – наивысший, самый главный company – фирма, корпорация, общество to rely on – полагаться на board of directions – совет директоров to go corporate – превращаться в корпорацию to run an organization – управлять организацией housing development – строительство жилья SHOULD COOPERATIVES GO CORPORATE The idea of starting cooperative to meet a social need is not a new one in the United States. The first formal American co-op was organized by Ben Franklin in 1752 and is still operating today. Today, cooperatives usually evolve because some need has not been met by the other three forms of business: proprietorships, partnerships, or corporations. For example, many homes in rural areas are serviced by cooperative telephone and electric co-ops. Back in the 1930s, no one else would provide those services when they were needed for farmers to enjoy the benefits of new technology. Today, the need is for child care and care of the aged. Because such needs are not being met by traditional organizations or are being offered at too great a cost, new cooperatives are emerging. A group of agricultural leaders in Texas, for example, has started a co-op to meet the special need of retired people who want small houses with less upkeep, greater security, easy access to health care, shops, and recreational facilities, and so forth. Similarly, child-care cooperatives are emerging in various places to assist parents in finding a good, reliable place to leave their children as they work. In a child-care cooperative, the parents select a board of directors, help determine what kind of services will be provided, and volunteer in various ways to keep costs down. Внимание! Авторские права на книгу "Деловой английский язык для менеджеров. Учебное пособие" (Городецкая Е.Я., Евсюкова Е.Н., Курылева Л.А.) охраняются законодательством! |
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