I. Corporate Form of Organization—An entity created by law that is
separate from its owners. Owners are called stockholders. A publicly
held corporation offers its stock for public sale (organized stock
market) whereas a privately held corporation does not.
Advantages of Corporate Characteristics:
1. Separate legal entity—a corporation, through its agents
(officers and managers), conducts business affairs with the
same rights, duties, and responsibilities of a person.
2. Limited liability of stockholders—generally limited to
investment. Stockholders are not liable for corporate acts or
corporate debt.
3. Transferable ownership rights—through stock sale has no
effect on the corporation.
4. Continuous life⎯perpetual life as long as it continues to be
successful.
5. Lack of mutual agency for stockholders—stockholders do
not have the power to bind the corporation to contracts.
6. Ease of capital accumulation—enables a corporation to
accumulate large amounts of capital from the combined
investments of many stockholders.
Disadvantages of Corporate Characteristics:
7. Governmental regulation—must meet requirements of a
state’s incorporation laws.
8. Corporate taxation—corporate income is taxed; and when
income is distributed to shareholders as dividends, it is taxed a
second time as personal income (double taxation).
1. Incorporation—a charter application must be filed with the
corporation is formed.
2. Organizational Expenses are the costs to organize a
amounts paid to obtain a charter; these costs are expensed as
incurred because it is difficult to determine the amount and
timing of future benefits.
a. Stockholders have ultimate control through vote to elect
board of directors.
b. Board of directors has final managing authority, but it
usually limits its actions to establishing broad policy.