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Ownership Reporting Disclosure Ways of
and Raising Cash
Oversight

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 Total Revenue % Average
2005 # of Firms % Firms (000) Revenue Sales
All Corporations 3,324,260 16% $21,857,896,027 83.60% $6,575,267

C-Corporations 1,048,758 5% $17,435,464,986 66.70% $16,624,870

S-Corporations 2,275,502 11% $4,422,431,041 16.90% $1,943,497
Sole
Proprietorships 15,750,475 76% $1,047,830,449 4.00% $66,527
Partnerships 1,623,202 8% $3,247,021,603 12.40% $2,000,380
Total 20,697,937 100% $26,152,748,079
Type of Entity Who owns Who To whom How is the entity Who pays taxes? Who is responsible if How and where
the manages do the formed? there is debt or the can the company
company? (runs) the managers How long can company does raise money?
company? of the the company something wrong and
company exist? is sued?
report?
Stock- Executives Board of File Articles of • Corporation (on The corporation - Sell more shares
Corporation holders Directors Incorporation profits) owners can protect on the public
(must have with the • Shareholders (on their personal assets exchanges or sell
outside Secretary of dividends received) debt by issuing
directors) State in a specific bonds. They also
state. utilize bank
financing.
It can last forever

Stock- Executives Board of 1. Form a 1. S-Corporations do The corporation – Sell stock. They
S- holders – Directors corporation in the not pay taxes as a owners can protect also utilize bank
Corporation not more state of your corporation. their personal assets financing.
than 100 choice. 2. Owners report their
2. Obtain the share of profits or
formal consent of losses in the
the corporation's company on their
shareholders. personal tax returns.
3. File a form
with the IRS
electing this form
of taxation

Owners are Members Themselves File Articles of 1. LLC’s do not pay The corporation –The They do not have
LLC – called Incorporation taxes as a company. members’ personal stock, so they
Limited Members with the liability is limited to must rely on bank
Secretary of 2. The income of the the amount invested in financing or
Liability
State in a specific LLC is taxed to the the LLC reinvesting
Company state. members on their profits.
personal tax returns,
30 years according to the
(depending on percentage of their
the state) interest in the
company.
Type of Who Who To whom How is the Who pays taxes? Who is How and
Entity owns the manages do the entity formed? responsible if where can the
company (runs) the managers there is debt or company raise
? company? of the How long can the company does money?
company the company something wrong
report? exist? and is sued?

The The partners No one but Two or more Profits (or losses) Partnership debt and Partners may
partners themselves persons decide to are distributed to the other liabilities are the invest more of
conduct a partners in the same responsibility of the their personal
General
business or trade. percentage as each partners and extend to money, they
Partnership
A verbal partner’s share their personal assets obtain bank
agreement (ownership) in the financing, and
between the partnership. reinvest the
partners is profits.
The partners pay
enough. There
regular income tax
are no filing or
and can also deduct
registration
losses from their
requirements.
other income.
As long as all the
partners are alive
and want the
business to
continue

All Partners Only the The General As long as all the Profits (or losses) Limited partners are Partners may
General Partners General Partners are distributed to the not liable for invest more of
(The
Partners are alive and want partners in the same partnership debt and their personal
partnership
the business to percentage as each only their investment money, they
is limited to (If the limited
continue partner’s share is at risk. obtain bank
35 partner gets
(ownership) in the financing, and
Limited members.) involved in
partnership. reinvest the
Partnership management,
profits.
they risk The partners pay
losing their regular income tax
liability and can also deduct
protection.) losses from their
other income.
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 Franchisor Franchisee

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OTHER TYPES OF
BUSINESS ORGANIZATION
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• Novartis and Bayer Schering AG
OTHER BUSINESS
VOCABULARY
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• management buyout
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 Merger Takeover/Acquisition
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 Merger Takeover/Acquisition
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• Friendly bid
• Hostile Bid
• White Knight
• Poison Pill