1. What are some of the main features of corporations?
The main features of corporations are:
1.1. Legal Identity of a Corporation
a. Corporations have legal identities separate from their owners. This means they have the rights and responsibilities of an individual. Therefore, they can enter contracts, borrow money, hire employees, pay taxes, etc.
b. Corporations are subject to jurisdiction, depending upon the geographic location where:
b.1. the company is incorporated,
b.2. the business is conducted,
b.3. the company receives its finance from.
c. These jurisdictions could state the rules for:
c.1. registration,
c.2. reporting and disclosures of financial statements and other required disclosures.
c.3. Capital market activities such as issue of shares, share trading, and investment.
1.2. Owner-Manager Separation
a. There is usually a marked separation between the management and ownership of the corporation. The shareholders are the owners of the corporation.
b. The shareholders appoint the management through a vote in general meetings to appoint the board of directors. The voting rights of the shareholders are attached to their shares.
c. The board of directors then appoints the executive-level management. The executive level management is responsible for activities of the corporation such as investment, finance, operations, etc.
d. The management is responsible for working in the best interest of the owners and other stakeholders. Otherwise, the shareholders can exercise their voting rights to change the management.
e. Since the owners are not responsible for the management of the business, there can be an unlimited number of owners. This allows the corporation to raise a large amount of capital, offering a huge growth potential.
1.3. What are the liabilities of owners/shareholders of a corporation?
a. Corporations are generally limited liability entities. This means that the liability of the owners is limited to the amount of capital invested by the owners.
b. On the downside, the price of the shares may fall up to zero, but not any further.
c. The shareholders are not responsible for the debt of the company. However, if any shareholder has specifically undertaken the guarantee of debt, then they would be liable for the same.
d. Since the capital of most corporations is divided into shares of smaller unit size. Hence, the risk and return on these shares is widely distributed. Some corporations issue shares of different classes with different risk and return characteristics.
1.4. What are the major sources of finance for a corporation?
a. There are two ways in which corporations finance their operations:
a.1. Equity. Equity is financed either through the issue of shares or through reinvestment of profits. Equity investors receive returns in the form of dividends and capital appreciation.
a.2. Debt. Debt finance can be obtained through loans, issuing bonds, leases, etc. The debt is usually repaid along with prespecified interest in the intervals as agreed in the terms of the debt. Debt may have a lien over the assets of the company, which are presented as collaterals.
b. Both debt and equity can be divided into small tradable units by a corporation called shares or bonds. These instruments are traded in the secondary market or stock exchange.
c. Investment in these instruments is usually made by individuals, institutions such as mutual funds, pension funds, banks, governments, etc.
1.5. How are corporations taxed?
a. The taxability of corporations depends on the jurisdiction to which these corporations are subject to.
b. The tax regimes of corporations vary from country to country. However, in most countries corporations pay taxes on their profits.
c. Sometimes the tax is also payable on distributions of profits or the dividends. These taxes are sometimes known as dividend distribution tax. This is also double taxation. But in some jurisdictions the individuals receiving these dividends are not supposed to pay taxes on the dividends received, if the corporation has already paid tax at the time of dividend distribution.
d. Though double taxation increases the burden of taxes on corporations, it is still the preferred form of business entity, especially if the business requires large amount of capital that cannot be provided by individuals or small group of investors.