Learning Objective 3-6:
Describe corporations, discuss their advantages and disadvantages, and identify different
kinds of corporations; explain the basic issues involved in managing a corporation and
discuss special issues related to corporate ownership.
Corporations
Both large and small corporations account for 17 percent of all businesses, but generate about 81
percent of all sales revenues in the United States.
A. The Corporate Entity
Characteristics of corporations include legal status as separate entities, property rights and
obligations, and indefinite life spans. Corporations may sue and be sued; buy, hold, and sell
property; make and sell products to customers; commit crimes, and be tried and punished for
them.
1. Advantages of Incorporation. These include limited liability, continuity, and the ability
to raise money.
2. Disadvantages of Incorporation. Ease of transferring ownership, legal requirements and
regulations, and start-up cost are drawbacks of incorporation. In addition, double taxation
plagues a corporation, because a regular corporation must pay income taxes on profits and
stockholders must pay taxes on income returned by their investments.
B. Types of Corporations
Stock is held by only a few people and is not available for sale to the public in a closely held
(or private) corporation. When shares are publicly issued, the firm becomes a publicly held
C. Managing a Corporation
Once the corporate entity comes into existence, it must be managed by people who
understand the principles of corporate governance. Defined by the firm’s bylaws, corporate
governance involves stockholders, the board of directors, and corporate officers.
1. Stock Ownership and Stockholders’ Rights. Stockholders are the owners of a
corporation. Corporations sell shares, called stock, to investors who then become
stockholders, or shareholders. Profits are distributed among stockholders in the form of
dividends, and corporate managers serve at stockholders’ discretion.
2. Board of Directors. The board of directors is the governing body of the corporation and
communicates with stockholders and other stakeholders, sets policies, and is legally
responsible for corporate actions.