Most businesses (by number and total dollar sales) are organized as partnerships or
proprietorships because it is easier to set up and operate in one of these forms rather than
as a corporation. However, if the business gets very large, it becomes advantageous to
convert to a corporation, mainly because corporations have important tax advantages over
proprietorships and partnerships.
Due to limited liability, unlimited lives, and ease of ownership transfer, the vast majority
of U.S. businesses (in terms of number of businesses) are organized as corporations.
Most business (measured by dollar sales) is conducted by corporations in spite of large
corporations’ often less favorable tax treatment, due to legal considerations related to
ownership transfers and limited liability.
Large corporations are taxed more favorably than sole proprietorships.
Corporate stockholders are exposed to unlimited liability.
34. Jane Doe, who has substantial personal wealth and income, is considering the possibility of starting a
new business in the chemical waste management field. She will be the sole owner, and she has enough
funds to finance the operation. The business will have a relatively high degree of risk, and it is
expected that the firm will incur losses for the first few years. However, the prospects for growth and
positive future income look good, and Jane plans to have the firm pay out all of its income as
dividends to her once it is well established. Which of the legal forms of business organization would
probably best suit her needs?
Proprietorship, because of ease of entry.
S corporation, to gain some tax advantages and also to obtain limited liability.
Partnership, but only if she needs additional capital.
Regular corporation, because of the limited liability.
In this situation, the various forms of organization seem equally desirable.
35. Which of the following statements is CORRECT?
The corporate bylaws are a standard set of rules established by the state of incorporation.
These rules are identical for all corporations in the state, and their purpose is to ensure that
the firm’s managers run the firm in accordance with state laws.
The corporate charter is a standard document prescribed by the state of incorporation, and
its purpose is to ensure that the firm’s managers run the firm in accordance with state laws.
Procedures for electing corporate directors are contained in bylaws, while the declaration
of the activities that the firm will pursue and the number of directors are included in the
corporate charter.