Professional Documents
Culture Documents
Lecture 6 - Business Structures
Lecture 6 - Business Structures
Lecture 6 - Business Structures
TYPES OF LEGAL
STRUCTURE
1
16/12/2021
ADVANTAGES:
There are minimal costs and requirements in the formation.
The owner can withdraw the assets and profits of the business anytime at his
or her own discretion.
Decision making is solely in the hands of the owner.
The duration of the life of business solely depends on its owner.
2
16/12/2021
DISADVANTAGES:
Resources are limited as the capital is provided
only by the owner.
The liability of the owner is unlimited as he or she
is accountable to all creditors of the business.
Infusion of knowledge in the management of the
business is limited to one person only, which is
the owner.
3
16/12/2021
PARTNERSHIP
4
16/12/2021
GUIDELINES:
If you plan on going into business with a partner,
a written partnership agreement is a crucial
document to protect both of you. It's best practice
to have a partnership agreement in place. A
partnership agreement is a document that you
and your partner(s) create to clearly lay out each
partner's duties and liabilities, the percentage of
profits each is entitled to, and other aspects of
creating a business together. Without this
document, minor misunderstandings can erupt
into major disputes, which can be devastating to
your business.
TYPES OF PARTNERSHIP
1. GENERAL PARTNERSHIP
Partners divide responsibility for management and liability, as well as the
shares of profit or loss according to their internal agreement. Equal shares
are assumed unless there is a written agreement that states differently.
3. JOINT VENTURE
Acts like a general partnership, but is clearly for a limited period of time or a
single project. If the partners in a joint venture repeat the activity, they will
be recognized as an ongoing partnership and will have to file as such, and
distribute accumulated partnership assets upon dissolution of the entity.
5
16/12/2021
ADVANTAGES
There are minimal costs and requirements in the formation.
There are more funds contributed from the investment of the partners.
There is infusion of more knowledge, experience, and skills, from two or more partners.
There can be division of labor between or among partners.
DISADVANTAGES
The partners are liable for actions of each partner as a result of mutual agency.
A general partner has unlimited liability if the other partners are limited partners or are
insolvent.
Disagreement between partners can lead to the withdrawal of one or more partners.
The death, retirement, withdrawal, or incapacity of a partner results in the dissolution of the
partnership.
Admission of a new partner depends upon the approval of the other partners.
6
16/12/2021
EXAMPLES
Pottery Barn & Sherwin-Williams - the two brands created an exclusive product line of paints,
and then added a new section of Pottery Barn’s website that helped customers easily select
paint colors to complement their furniture choices.
EXAMPLES
Bonne Belle & Dr. Pepper - Dr. Pepper-flavored lip balm. Bonne Belle forged their first flavor
partnership with the timeless Dr. Pepper brand.
7
16/12/2021
EXAMPLES
Uber & Spotify - when riders are waiting for an Uber ride, they’re prompted to connect with
Spotify and become the DJ of their trip. Users can choose from their own playlists to
determine what they’ll listen to.
8
16/12/2021
ADVANTAGES
The stockholders only have limited liability, as their liability extends only up to the amount of
their capital investment.
A corporation has continuous existence as its life is indefinite.
There is more infusion of funds from the stockholders or investors.
Shares of stocks can be transferred without the consent of other shareholders.
Management of the corporation is vested upon its board of directors.
9
16/12/2021
DISADVANTAGES
A corporation entails many requirements and is more costly than a partnership.
The government exercises strict control over corporations and imposes high taxes.
Shareholders have little or no participation in the management of the corporation.
Distribution of net income depends upon the declaration of dividends by the board of directors.
In large corporations, there is formal or impersonal relationship between employees and
management due to the big number of employees. Hence, chances of creating a personal and
friendly atmosphere in the corporate setting are minimal.
EXAMPLES
SM Investments Corporation - also known as SM Group, is a Philippine conglomerate with
interests in shopping mall development and management, retail, real estate development,
banking, and tourism.
10
16/12/2021
EXAMPLES
San Miguel Corporation - It is the Philippines' largest corporation in terms of revenue, with
over 24,000 employees in over 100 major facilities throughout the Asia-Pacific region through
its highly integrated operations in food and beverages, packaging, fuel and oil, power, and
infrastructure.
EXAMPLES
Ayala Corporation - is a holding company that is mainly in the businesses of real estate
development, banking and financial services, telecommunications, electronics and information
technology, water infrastructure development and management, and business process
outsourcing, and new investments in power, renewable energy, and transportation
infrastructure.
11
16/12/2021
COOPERATIVES
12
16/12/2021
HOW IT WORKS:
Members are the workers
Members are the consumers
Sometimes Services is only limited to its members
Could also be open to all, however, members have special incentives
Community focus & values:
1. Democracy 4. Self-help
2. Self-responsibility 5. Equity
3. Equality 6. Solidarity
13
16/12/2021
CO-OP
OWNESHIP &
CONTROL
Those who benefit from products or services of a co-op business owns the
cooperative business.
The member-owners of a co-op have a say in how it would run. Equity and
equality are among the founding principles of a co-operative, each member-
owner of a co-op gets one vote.
Cooperatives often elect a board of directors. The responsibilities of this includes
ensuring that the co-op is working towards achieving its mission, setting up
operational policies and hiring any outside managers or employees.
The members of the board are members of the co-op itself. They are elected by
member votes.
7 COOPERATIVE PRINCIPLES:
International Co-Operative Alliance in 1995
Based on Rochdale principles
14
16/12/2021
5 TYPES OF COOPERATIVE
Worker co-ops: These are owned by the people who work for the company. They contribute by labor and working
for the organization.
Producer co-ops: Owned by producers of goods who have joined together to sell their products more effectively
and to make the production process much efficient. Blue Diamond or Land O'Lakes are examples of this.
Consumer co-ops: Owned by the customers who also purchase goods and services from the cooperative.
Purchasing co-ops: Made up of small businesses that have merged to improve their purchase power, to get better
discounts and offers on products and services.
Hybrid co-ops: Combination of any of the four stated types of co-op.
15
16/12/2021
IMPORTANCE
The structure of a co-op means that its shares can be transferred from
one owner to another.
From a social justice and democratic point-of-view, cooperatives matter
today because they help to rebalance power and dilute the concentration
of wealth.
“one member, one vote”
Access
Business sustainability.
16
16/12/2021
DISADVANTAGES
Limited Capital
Inefficient Management.
Absence of Motivation
Differences and Factionalism among Members
Rigid Rules and Regulations
LIMITED LIABILITY
COMPANY
17
16/12/2021
Taxation
considered a "pass through entity" for tax purposes
report their share of profits or losses on their individual income tax returns.
Liability
limited liability
Formation
filing fee worth $100-$800
articles of the organization
has operating agreements
• ownership interest for each member
• member rights and responsibilities
• member voting power
18
16/12/2021
Advantages
limited liability
loss of company will only be passed on to a member and taxed at individual level
Disadvantages
19
16/12/2021
20
16/12/2021
3. Licenses
To completely start your business, it is a must that a business comply to the required several types of
licenses or permit. These required licenses and permits will depend on the kind of establishment you
want it to be. At the very least, you will need a business license, trading license, and sales tax permit. If
you plan to open a restaurant, pub, or catering company, you will have to register with the local
governing body for food standards and health and safety oversight.
4. Employees
As an employer, there is a lot of obligations to your employees such as paying them the right amount of
wages, ensuring their safety in the working environment, giving all the employees a fair treatment, not
acting in a way that may damage an employee’s reputation and mental distress or humiliation, not acting
in a way that damages the trust necessary for an employee relationship, ensure that the employees have
workers compensation insurance.
5. Zoning laws
If you are still looking for a good location for your shop, establishment or office, you have to make sure that
the area you are eyeing is properly zoned for the type of business you plan to operate. Again, do some
research or ask local government bodies to be certain that you can open your business in that area.
These parties will have access to business information that you may want to keep private and, as such, you
should consider preparing these contracts. Make sure your partners and suppliers sign them as well.
21
16/12/2021
Whether you intend to be a sole proprietor or a corporation, you should make sure that
no one else is using the name you have selected for your company. If you register a
limited liability company (LLC) or a corporation, a name check is required, but be
certain the name is available before you design a website, have a logo made, or print
business cards.
22
16/12/2021
While you're dreaming up the concept for your startup business, you're probably not focused
on how you should structure your business. Setting your business up as an LLC or a
corporation from the start can save you money on taxes and also help to clarify your
ownership structure.
Take some time to consider your options, which include sole proprietorship, partnership, LLC,
and corporations (both S and C corporations) and choose the option that makes the most
sense for your business startup. Keep in mind that you are planning for your startup to grow,
so you will want to put a structure in place that can accommodate your big plans. When
starting an LLC or partnership, be sure to have member or partner agreements in place as
well, so everyone's role and share is clearly designated.
When you start a business you likely don't have a lot of customers, but since you
intend to see a lot of growth, you should develop a standard contract to use with
all of your customers. This will streamline things and ensure that you protect
yourself. Take a look at contracts your competitors are using. Draft a contract that
is easy to understand and not overly long. Talk with an attorney to ensure you
create a contract that is favorable for your business and fair to your customers.
23
16/12/2021
When you are exploring how to start a startup, you will likely be talking to a lot
of people and sharing a lot of information about your business idea as you try
to get advice, hire people, get estimates, and retain professionals. A
nondisclosure agreement, or NDA, will help ensure that the information you
share with others remains private.
REFERENCES:
Grit PH (2020). How to Register and Form a Corporation in the Philippines. Retrieved from https://grit.ph/register-corporation/
Tomacruz, S. (2017). 8 Philippine companies among world's largest listed firms. Retrieved from
https://www.rappler.com/business/philippine-companies-forbes-list-world-largest-listed-firms
Cruz-Manuel, Z,V., Financial Accounting & Reporting for Services & Merchandisers, 26th ed., San Andres Manila: Cruz Manuel,
2020, 6-7 pp.
Ong, F. L. (2016). Fundamentals of Accountancy, Business, and Management 1. Quezon City, Philippines: C & E Publishing Inc.,
13-15 pp.
Sember, B. (2019). Top 8 Legal Mistakes Made by Startups. Retrieve from https://www.legalzoom.com/articles/top-8-legal-
mistakes-made-by-startups
24