Professional Documents
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New Subtopic 1.2 IB Business New Curriculum
New Subtopic 1.2 IB Business New Curriculum
New Subtopic 1.2 IB Business New Curriculum
• Sole traders
- A sole trader (or sole proprietor) is a commercial business owned by a single
person (known as the sole trader/proprietor).
- The owner runs and controls the business and is the only person held
responsible for its success or failure.
- Examples include self-employed decorators, doctors, plumbers, mechanics,
restaurateurs, private tutors () and freelance photographers.
- They might choose to work alone, or they may employ other people to help them
run the business; yet, they still take the important decisions.
- It’s the simplest form of business to organize.
- Being a sole trader fulfills many of the reasons why people start a business:
being their own boss, seeing a gap in the market and wanting to respond quickly,
creating their own product, serving the community, or just living their dream.
- They can be set up with a relatively small amount of capital. Start-up capital is
usually obtained from personal savings and borrowing.
- No legal distinction exists between the business and the sole trader : the sole
trader is the business and, thus, is liable for all the debts of the business or other
claims. In other words, sole trader has unlimited liability. The business is
unincorporated which means that the owner is the same legal entity as the
business itself.
- Sole trader is closer to the customer: it’s usually a small business that allows the
sole trader to interact with each customer. Sole traders get to know their
customers on an individual basis, which allows them to provide a more
personalized service than larger businesses.
- Sole trader has privacy and limited accountability: most of the time, sole traders
don’t have to declare or show off their finances to anyone except the tax
authorities who want to know how much profit the business has made for tax
purposes. However, sometimes sole traders borrow money or enter a financial
contract and lenders may need to see financial statements to make sure they will
be able to pay them back.
- Accountability is also very limited (accountability implies the fact of being judged
on performance).
- Registering the business is generally relatively easy and inexpensive and quick.
Advantages Disadvantages
- All profits belong to sole trader, as - Competing against established
no legal distinction separates the businesses all by themselves can
owner from the business. be a daunting challenge.
- Complete control over all the - There may be stress and potential
important decisions. ineffectiveness because the sole
- Flexibility in terms of working trader makes all decisions, often
hours, products and services, and with limited time to make them and
changes to operations. limited opportunity to seek advice
- Privacy as sole traders do not from others.
generally need to divulge - There will be a lack of continuity in
information. the event of a serious accident or
- Minimal legal formalities. owner’s death; the business itself
- Close ties to customers, which can may not continue.
give a competitive advantage. - There may be limited scope for
expansion as the owner spends all
their time running the business and
dealing with customers.
- Generally, there will be limited
capital which may also constitute a
burden on the business.
- The owner has unlimited liability
which poses no distinction
between the owner’s own money
and the company’s one.
The eBay example: The eBay concept was created in 1995 by entrepreneur Pierre
Omidyar in response to difficulties his fiancée encountered when she was trying to sell
collectibles such as PEZ candy dispensers. Omidyar started a sole proprietorship, using
a prototype called Auction Web, to sell these and other goods to a growing online
community. Three years later, in 1998, eBay became a publicly held company, making
Omidyar a billionaire at the age of 31.
• Partnerships
- A partnership is a for-profit private sector business owned by two or more
persons.
- For ordinary partnerships, the maximum number of owners is 20 (although this
can vary from one country to another). They could be friends, family members,
relatives, or people with similar or related skills.
- Like sole traders, partnerships are financed mainly from the personal funds of
each owner and from borrowings. However, partners can pool their funds
together to raise more finance than sole traders.
o They can also raise money from owners who do not actively take part in
the running of the partnership but have a stake in it. These investors are
called silent partners (or sleeping/dormant/limited partners) and are
eligible for a portion of any profits earned by the partnership. Sleeping or
limited partners only provide the business with finances and expect a
share of the profit and have no other role than that.
- In fact, there are 3 types of partnerships:
o General partnership: a general partnership is a business owned by two or
more people who share the profits and losses equally. All general partners
are personally liable for the debts and obligations of the business.
o Limited partnership: a limited partnership is a business that has one or
more general partners who are personally liable for the debts and
obligations of the business, and other limited partners who are not
personally liable for the debts and obligations of the business. Limited
partners are only liable for the amount of their investment in the
partnership.
o Limited liability partnership: all partners have limited liability for the debts
and obligations of the business. However, LLPs are still subject to some
liability for the acts of their partners. This means that partners in an LLP
are not personally liable for the debts and obligations of the business, but
they can still be held liable for the tortious acts of their partners. This
implies that if a partner in an LLP commits a tort, such as negligence or
malpractice, the other partners in the LLP can be held liable for the
damages caused by the tort. However, the other partners in the LLP will
only be liable for their investment in the LLP, not for their personal assets.
- Also, banks and other financial institutions are usually more willing to provide
finance to a partnership than to a sole trader, as it is considered more stable than
a sole trader (higher likelihood of continuity).
- Decisions are made jointly by the partners, who own and run the business
together. Partners may employ other people, but they make all management
decisions.
- Partnerships are unincorporated business and in general, each partner has
unlimited liability for all the partnership's debts. Partners have unlimited liability
and legally can be called upon to pay for 100% of the partnership’s debts, even if
a partner owns only a small percentage of the business.
- Although it is not a legal requirement, most partnerships create a formal legal
agreement between each of the partners. If a legal contract is drawn up, known
as a deed of partnership (or partnership deed), then it is likely to include:
o The amount of finance contributed by each partner.
o The roles, obligations, and responsibilities of each partner.
o How profits or losses are to be shared between the partners.
o Conditions for introducing new partners.
o Clauses for the withdrawal of a partner.
o Procedures for ending the partnership.
- Although in most countries they don’t have to draw up a deed of partnership, they
often do.
- Partnerships can often offer a more varied service than sole trader since different
partners may bring different expertise, and the product or service offerings of the
business can vary. This situation is typically true in the case of partnerships of
professionals such as lawyers or doctors. For example, a law firm could have
lawyers specializing in criminal law, commercial law, international law, and civil
law.
- They have a greater degree of accountability (they will be judged and evaluated
on their performance and behavior by several stakeholders including local
community, government, employees, shareholders, customers…) than a sole
trader.
- Usually, profits are allocated and paid out according to each partner’s percentage
of ownership of the business.
- In addition, in partnerships with sleeping partners, the active (general) partners
may get agreed-upon salaries that are considered expenses for the purpose of
determining the partnership’s profit. Then, after the profit is determined, the
profits are allocated to partners according to their percentage of ownership.
Advantages Disadvantages
- Partnerships have more financial - Each partner has unlimited liability,
strength than sole proprietorships which means that each partner is
as there are more owners who can legally responsible for all the
invest in the business. business’s debts or the actions of
- In general, it is also easier for any other partner. The one
partnerships to secure external exception to this liability is when, in
sources of finance due to the lower the deed of partnership, a partner
risks (being more stable). or certain partners are declared
- Unlike sole traders, partners can “limited partners”.
benefit from shared expertise, - Compared to businesses that
shared workload, and moral operates as companies or
support. corporations, partnerships usually
- Like sole proprietorships, have less access to loans from
partnerships do not have to banks and other financial
publicize their financial records. institutions. Limited finance can
Therefore, they can enjoy a fair often prevent a business from
degree of financial privacy. expanding.
- Partners have more chances of - An individual partner does not
continuity as the business will not have complete control over the
necessarily end if one partner dies. business profits, but it must be
shared among the partners.
- Partners may disagree, which in
the worst case could lead to the
break-up of the partnership.
Why does unlimited liability exist? unlimited liability exists to prevent sole traders and
partners from making careless and irresponsible decisions in managing their
businesses. However, the risk of loss of private property and personal possessions can
deter sole traders and partners from taking risks, choosing to make safe decisions
instead.
Limited Liability Companies
- Corporations are businesses owned by their shareholders.
- Shareholders: those are individuals or other businesses that have invested
money to buy shares (ownership) in a business.
- Corporations are sometimes called joint-stock companies because the shares of
the business (or ‘stock’ as they are sometimes known) are jointly held by
numerous entities.
- Companies/corporations are incorporated businesses, i.e., there is a legal
difference between the owners of the company (the shareholders) and the
business itself. The company, being a separate legal entity, has its own legal
rights and duties. For example, the company, rather than the owners, would take
those who infringe copyright and patent laws to court.
- Companies’ shareholders have limited liability which implies that they don’t stand
to lose personal belongings if the company goes into bankruptcy or liquidation
(its assets, i.e., property and stock, are "liquidated" - turned into cash for
payment to the company's creditors, in order of priority. This results in your
company being removed from the register at Companies House as it ceases to
exist).
o The maximum a shareholder can lose is the value of his/her investment in
the company. This is to safeguard investors; imagine an ordinary
individual having to share the debts of a large multinational company that
s/he had invested in!
- Setting up a company can be complicated and expensive, e.g., there are rules
and regulations that must be obeyed for shares to be sold on the stock
exchange.
o A stock exchange is a marketplace for trading stocks and shares of
publicly held companies (or public limited companies). Examples include
the London Stock Exchange (LSE) and the New York Stock Exchange
(NYSE).
- One reason for such legislation is to protect investors who buy shares in
businesses that they do not run or control.
- A Board of Directors (BOD): they are elected by shareholders to run the
company on their behalf who on their turn elect the managers and directors and
protect the shareholders’ interests. BOD are elected because of their skills and
expertise and because shareholders do not necessarily want to get involved in
the daily running of the company.
- The BOD is held responsible for the running of the company and is held
accountable to the shareholders.
- In most cases, each share held equals one vote, so the more shares held by an
investor the more voting power they have.
- Individual shareholders tend to have very little say as it is the large institutional
investors and directors who hold most of the shares in a limited liability company.
- All companies must hold an Annual General Meeting (AGM) to allow the owners
(shareholders) to have a say (or vote) in the running of the business. There are
three main processes at a typical AGM:
o Shareholders vote on resolutions (decision to do or not to do something)
and the re-election (or sometimes election) of the Board of Directors.
o Shareholders ask questions to the Chief Executive Officer (CEO),
Directors and the Chairperson (The chairperson holds the top position on
the board of directors or board of trustees; hence, he directly manages the
company's board members) about various aspects of the company.
o Shareholders approve the previous year’s financial accounts after the
Directors present the annual report containing information about its
financial performance.
- Before limited liability companies can begin trading, two documents must be
produced and submitted to the appropriate authorities:
o The Memorandum of Association: a relatively brief document outlining the
fundamental details of the company, such as its trading name, its main
purpose, the registered business address, and the amount of share capital
invested.
o The Articles of Association (or Articles of Incorporation): the longer of the
two documents, stipulating the internal regulations and procedures of the
company, such as the rights, roles and power of the BOD and
shareholders. Administrative issues are also covered, such as procedures
of the Annual General Meeting (AGM), the processes for the appointment
of directors and how profits will be distributed.
o Once the authorities are satisfied with the above documents and an
application fee has been paid, a Certificate of Incorporation is issued to
the company. This license recognizes the business as a separate legal
entity from its owners (shareholders) and allows the business to start
trading as a limited liability company.
- The shareholders own but do not necessarily run the business. Their purchase of
shares provides finance but otherwise the shareholders have little input into the
day-to-day running of the business (unless they are very small privately traded
companies with a small number of shareholders who also serve as managers)
- Compared to other forms of business organizations, companies have greater
stability and a higher chance of continuity. When a shareholder dies or sells
shares, the company continues to operate. The death of a shareholder has no
harmful impact on the business continuity.
o Each shareholder agrees that upon their death their fellow shareholders
have the option to buy their shares at market value and give the money to
their inherits. In addition, the shareholders agree that their personal
representatives have the option on their death to sell the deceased's
shares to the surviving shareholders. When a shareholder dies the right to
his interest in the shares will pass to whoever inherits them under his will
or intestacy
There are two types of limited liability companies: privately held companies and
publicly held companies.
• Privately held companies
- A privately held company (or privately owned company) is a limited liability
company that cannot raise share capital from the general public via a Stock
Exchange. Instead, shares are sold to private family members and friends.
- The shares cannot be bought or sold without the prior agreement from the BOD,
so that the directors can maintain overall control of the company. For this reason,
many privately held companies are run as family businesses.
- The business will often have the word ‘Limited’ or the letters ‘Ltd.’ After its name.
However, this practice varies from one country to another.
- Although the number of shareholders permitted in a privately held company
varies from country to country, generally it is low (around 20). As a results,
becoming a privately held company limits the amount of finance available but
allows more control to be maintained.
- Financial information (losses or profits) is kept private to the company [unless
they are demanded by the government]
- Examples of privately held companies include Chanel, Huawei, IKEA, LEGO,
Mars Inc, and Rolex.
In general, privately held companies are smaller than publicly held companies.
However, many small public companies exist and some privately held companies are
huge. Mars is a privately held company with annual revenues in billions of dollars.
• Cooperatives
- Cooperatives are for-profit social enterprises owned and run by their members,
such as employees or customers, with the common goal of creating value for
their members by operating in a socially responsible way.
- All employees (member of the cooperative) have a vote, thus contribute to
decision-making.
- Cooperatives share any profits earned between their members.
- Cooperatives operate in various industries, including retailing, financial services,
childcare services, housing associations and agriculture.
- The UK’s Cooperative Group is the world’s largest consumer-owned business
with over 4.5 million members.
- Cooperatives can take many forms:
o Financial cooperative: it’s a financial institution (such as a bank) with
ethical and social aims that take precedence over profits. Sometimes, for
example, in the case of credit unions (a non-profit-making money
cooperative whose members can borrow from pooled deposits at low
interest rates), the social aims might mean lending money at lower rates of
interest or non-lending services (noncredit services are banking services
or financial products offered to bank customers that do not involve the
extension of credit (credit is generally defined as a contract agreement in
which a borrower receives a sum of money or something of value and
repays the lender at a later date, generally with interest) at a lower cost
than banks or other financial institutions. Or a financial cooperative may
provide finance (loans) to its members who elsewhere might not be able to
borrow money.
o Housing cooperative: The corporation is membership based, with
membership granted by way of a share purchase in the cooperative.
Each shareholder in the legal entity is granted the right to occupy one
housing unit. A primary advantage of the housing cooperative is the
pooling of the members' resources so that their buying power is leveraged;
thus lowering the cost per member in all the services and products
associated with home ownership. Another key element in some forms of
housing cooperatives is that the members, screen and select who may live
in the cooperative, unlike any other form of home ownership.
o Workers’ cooperative: it’s a business that is owned and run/operated by
the workers themselves, and the wages of the managers and the workers
are similar. Providing employment to workers is a priority. Often, it
emerges when a business is about to fail where workers, fearful of losing
their jobs, take over the business, sack/dismiss the managers (or
drastically reduce their wages), and reinvest all the profits in the business
(rather than paying them out as dividends)
o Producers’ cooperative: this is where groups of producers collaborate in
certain stages of production. They are particularly common in agriculture
such as olive producers having a cooperatively owned press to produce
olive oil. It often has the aim to maximize the utilization of an expensive
piece of equipment that individual member could not afford on his own. At
other times, cost efficiencies can only be achieved when stage of the
production process is carried out on a large scale. Thus, many producers
pool their resources to obtain the cost efficiencies
o Consumers’ cooperative: provides a service to its consumers who are also
part owners of the business. In Europe and the USA, a common type of
consumer cooperative involves certain grocery stores. Individual
consumers become “members”, which entitles them to purchase groceries
at the cooperative, often at lower prices than for-profit grocery stores.
The Bill & Melinda Gates Foundation example: The Bill & Melinda Gates Foundation
was set up in 2000 to enhance healthcare and reduce extreme poverty around the
world. It is the largest non-profit private sector social enterprise in the world. The
Foundation is controlled by its three trustees (the people at the top of the organization):
Bill Gates, Melinda Gates and Warren Buffett - the three most generous philanthropists
in the USA. According to CNBC, Bill and Melinda Gates have donated over $50 billion
to the Foundation.