Scarb Eesbm6e TB 05

Essentials of Entrepreneurship & Small Business Management, 6e (Scarborough)
Chapter 5 Forms of Business Ownership
1) The key to choosing the right form of ownership is:

A) envisioning where your business will be in 10 years.
B) understanding the characteristics of each form and knowing how they affect your business
and personal circumstances.
C) forming either an S corporation or a limited liability company since they are the only forms
that offer owners liability protection.
D) irrelevant since choosing a form of ownership is merely a technicality and has little impact on
the business and its owner(s).
Answer: B
Diff: 2 Page Ref: 134
AACSB: Analytic Skills
2) Which of the following issues would influence an entrepreneur's choice of a form of business
ownership?
A) Tax considerations
B) Management succession plans
C) Liability exposure
D) All of the above
Answer: D
Diff: 1 Page Ref: 134-135
3) The most common form of business ownership that is also the simplest to create is the:
A) sole proprietorship.
B) partnership.
C) corporation.
D) S corporation.
Answer: A
Diff: 1 Page Ref: 135, 137
4) Marco is opening a new computer repair shop. He is owner and sole employee. He has paid
the appropriate fees and licensing costs and begun his business. This is an example of a(n):
A) S corporation.
B) partnership.
C) corporation.
D) sole proprietorship.
Answer: D
AACSB: Reflective Thinking
1
Copyright © 2011 Pearson Education, Inc.
5) The most critical disadvantage of the sole proprietorship is:
A) the owner's unlimited personal liability.
B) limited access to capital.
C) lack of continuity.
D) limited skills and abilities of the owner.
Answer: A
6) Which form of ownership generally has the least ability to accumulate capital?
A) Partnership
B) Sole proprietorship
C) Corporation
D) S corporation
Answer: B
7) A partnership agreement defines how the partners will be compensated. Normally,

A) partners are not entitled to salaries or wages, but are compensated by a share of the profits of
the business.
B) the general partner's salary is set at two times the salaries of the limited partners.
C) both general and limited partners are permitted salaries, but all silent or dormant partners are
compensated only by sharing in the profits.
D) while the agreement establishes payout schedules, it does not spell out what constitutes profit.
Answer: A
8) Probably the most important reason to have a partnership agreement is that:

A) it identifies the name of the partnership and protects that name from infringement by others.
B) it states the location and the purpose of the business.
C) it determines how the partnership and the partners will pay taxes.
D) it resolves potential sources of conflict that, if not addressed in advance, could later result in
partnership battles and dissolution of an otherwise successful business.
Answer: D
AACSB: Communication
9) Which of the following issues would a typical partnership agreement address?

A) The contributions of each partner to the business
B) How the partnership profits (or losses) will be distributed
C) How a partner can sell her ownership in the business
D) All of the above
Answer: D
AACSB: Communication
2
10) All of the following are advantages of a partnership EXCEPT:
A) partnerships are relatively easy and inexpensive to establish.
B) partnerships avoid double taxation since the partnership itself is not subject to federal
taxation.
C) partnerships have the greatest ability to accumulate capital of all of the forms of ownership.
D) partnerships offer the ability to combine the management and business skills of two or more
people in a complementary and powerful fashion.
Answer: C
11) In a partnership, the ________ partner(s) has (have) unlimited liability for the partnership's
debts.
A) limited
B) dormant
C) nominal
D) general
Answer: D
12) In a general partnership:

A) each partner is held responsible for an agreement/decision made by any one of the partners.
B) partners can be held responsible only for decisions they make personally.
C) no partner can be held legally responsible for decisions since the partnership itself is a legal
entity.
D) no decision is binding unless all partners agree to it in writing.
Answer: A
13) Which of the following is required to form a partnership?

A) A general partner
B) A limited partner
C) A secret partner
D) A silent partner
Answer: A
3
14) A special type of limited partnership in which all partners who, in many states must be
considered to be professionals, are limited partners.
A) Limited liability partnership (LLP)
B) Master limited partnership (MLP)
C) General partnership
D) Limited partnership
Answer: A
15) Which of the following is not true of a limited liability partnership?

A) All partners are limited partners.
B) Most states restrict this form of ownership to certain types of professions such as attorneys,
physicians, dentists, accountants, etc.
C) Although LLPs have many of the characteristics of partnerships, they are taxed as a
corporation.
D) It must involve a general partner, a limited partner, a silent partner, and a dormant partner.
Answer: C
16) A ________ is a relatively new form of partnership whose shares are traded on stock
exchanges, just like a corporation's shares.
A) limited liability partnership (LLP)
B) master limited partnership (MLP)
C) general partnership
D) limited partnership
Answer: B
17) Acme Corporation is chartered in Delaware, but its primary area of operation is in South
Carolina. In South Carolina, Acme would be considered a(n) ________ corporation.
A) alien
B) domestic
C) foreign
D) local
Answer: C
4
18) The "Das Spelunker" corporation, formed in Germany and conducting business in the U.S.,
is considered to be a(n) ________ corporation.
A) alien
B) domestic
C) foreign
D) distant
Answer: A
19) Which of the following is true regarding the corporate form of ownership?
A) Generally has the greatest ability to accumulate capital
B) Most complex form of ownership
C) Separate legal entity in the eyes of the law
D) All of the above
Answer: D
20) A corporation receives its charter from:

A) the federal government.
B) the state.
C) the board of directors.
D) the stockholders.
Answer: B
21) Which of the following generally is not required by a Certificate of Incorporation?

A) The names and the addresses of the incorporators
B) A statement of the corporation's purpose
C) A statement of how stock proceeds will be used
D) The corporation's bylaws
Answer: C
22) Which of the following statement(s) is/are true?

A) Closely held corporations are owned by only a few shareholders, often family members.
B) Most closely held corporations require shareholders interested in selling their stock to offer it
first to the corporation. This is known as the right of first refusal.
C) Shares of stock the corporation itself owns are called treasury stock.
D) All of the above
Answer: D
5
23) Which of the following is not an advantage of the corporate form of ownership?
A) Limited liability for the owners
B) It is the easiest and least expensive form of ownership to create.
C) Easy transfer of ownership
D) Perpetual life
Answer: B
24) Which of the following is a disadvantage of the corporation form of ownership?

A) An inability to accumulate capital
B) The unlimited liability to the members of the board
C) Double taxation on profits
D) The lack of continuity
Answer: C
25) In the ________ form of ownership, the business itself pays income taxes.
A) proprietorship
B) partnership
C) corporation
D) All of the above
Answer: C
26) Carlos founded the "Taco Factory" 20 years ago as a family-oriented restaurant. Over the
years as they grew the business, he incorporated and sold stock to outside investors. Recently
the stockholders voted to seek liquor licenses and to sell beer and hard liquor in the restaurants.
Carlos opposed this, citing the history of the restaurant's "family" environment, but was voted
down. Carlos has experienced which drawback of the corporate form of ownership?
A) The inability to accumulate capital
B) The potential for diminished managerial incentives
C) Legal requirements and red tape
D) The potential loss of control
Answer: D
6
27) An S corporation form of ownership overcomes which disadvantage of the regular or C
corporation form of ownership?
A) The double taxation issue
B) The expense and difficulty of formation
C) The amount of regulation and red tape involved in its operation
D) The potential loss of control by the founder
Answer: A
28) Which of the following would be most likely to benefit from choosing S corporation status?
A) Startup companies anticipating net losses
B) Corporations where net profits before any compensation to shareholders is less than $100,000
per year
C) Highly profitable firms with substantial dividends to pay out to shareholders
D) A and C only
Answer: D
29) Which of the following statements is not true regarding the liquidation of an S corporation?
A) The owners pay all taxes, debts, and creditors.
B) The owners obtain the written approval of shareholders to dissolve the company.
C) The owners file a statement of intent to dissolve with the secretary of state's office in each
state where they conduct business.
D) The owners distribute all assets of the corporation to the shareholders.
Answer: C
30) A limited liability company:

A) is similar to an S corporation in that it is a cross between a partnership and a corporation.
B) prevents owners who want to maintain their limited liability status from actively managing
the company.
C) can have a maximum of 50 owners.
D) All of the above
Answer: A
31) A limited liability company is most like a(n):

A) general partnership.
B) master partnership.
C) sole proprietorship.
D) S corporation.
Answer: D
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32) Which of the following documents must an entrepreneur file to create a limited liability
company?
A) The articles of organization
B) The articles of incorporation
C) The operating agreement
D) A and C only
Answer: D
33) Which of the following is not true regarding the limitations of professional corporations?
A) Seventy-five percent of the shares of stock must be owned and held by individuals licensed in
the profession of the corporation.
B) At least one of the incorporators, one director, and one officer must be licensed in the
profession.
C) The Articles of Incorporation, in addition to all other requirements, must designate the
professional services to be provided by the corporation.
D) The professional corporation must obtain from the appropriate licensing board a certification
that declares the shares of stock are owned by individuals who are duly licensed in the
profession.
Answer: A
34) A joint venture is different from a partnership in that the joint venture:
A) can be formed only by two individuals.
B) is formed for a specific purpose.
C) continues indefinitely.
D) requires that profits be shared equally.
Answer: A
35) Income from a joint venture is taxed as the income from a(n):
A) sole proprietorship.
B) partnership.
C) corporation.
D) S corporation.
Answer: B
36) Changing from one form of ownership to another once a business is up and running can be
difficult, expensive, and complicated.
Answer: TRUE
8
37) Some forms of ownership are much more costly and involved to create.
Answer: TRUE
38) Entrepreneurs should not spend much time selecting a form of ownership for their businesses
because making the choice is merely a technicality, which has little impact on the business and
its owner(s).
Answer: FALSE
39) The sole proprietorship is the best form of ownership for entrepreneurs launching their first
businesses.
Answer: FALSE
40) Of all U.S. business firms, sole proprietorships are the most common, accounting for
approximately 71 percent of businesses.
Answer: TRUE
Diff: 1 Page Ref: 135, Figure 5.1
41) The sole proprietorship is the easiest form of ownership to create, but once formed, it is
subject to the greatest number of regulations.
Answer: FALSE
42) All the profits of a sole proprietorship are taxed as current income of the owner even if they
are not withdrawn from the business.
Answer: TRUE
43) If a sole proprietorship fails, the owner is not liable for its debts since the business is a
separate legal entity.
Answer: FALSE
44) In a sole proprietorship, the owner has limited liability.

Answer: FALSE
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10
45) The sole proprietorship is the form of ownership with the least ability to accumulate capital.
Answer: TRUE
46) If a sole proprietor dies, retires, or becomes incapacitated, the business automatically
terminates.
Answer: TRUE
47) The most common form of business ownership in the United States is the partnership.
Answer: FALSE
48) Although not required by law, a written partnership agreement that spells out the terms of
operating the partnership and the status of each partner should be developed.
Answer: TRUE
49) State law requires that individuals creating a partnership file the Articles of Partnership with
the secretary of state.
Answer: FALSE
50) Defining the duties, responsibilities, contributions, and roles of the partners in a partnership
agreement is not necessary since the law covers these provisions automatically.
Answer: FALSE
Diff: 2 Page Ref: 141, 143
51) In a partnership, profits (and losses) must be shared according to the ratio of capital
originally invested in the partnership.
Answer: FALSE
52) If a partnership agreement does not exist, the partnership will be governed by the Uniform
Partnership Act.
Answer: TRUE
11
53) There is no limit to the number of general partners a partnership may have, but it must have
at least one general partner.
Answer: TRUE
54) Profits earned by a partnership are taxed in the same fashion as those earned by a sole
proprietorship.
Answer: TRUE
55) The partnership, like the proprietorship, avoids the disadvantage of double taxation.
Answer: TRUE
56) In a partnership, the business itself is subject to federal income tax.

Answer: FALSE
57) A general partner is personally liable only for the amount of money he has invested in the
partnership.
Answer: FALSE
58) One of the advantages of a partnership over a proprietorship is the increased sources of
capital and credit it offers.
Answer: TRUE
59) One disadvantage of the partnership form of ownership is the great potential for personality
and authority conflicts.
Answer: TRUE
60) If a limited partner withdraws, sells his ownership in the partnership, or dies, the partnership
is not forced into dissolution.
Answer: TRUE
12
61) A common denominator in many partnership disputes is the lack of a written agreement
clearly spelling out the roles, rights, and responsibilities of each partner.
Answer: TRUE
62) A limited partner is personally liable only for the amount of money she has invested in the
partnership.
Answer: TRUE
63) A limited partner is treated as an investor in a business venture and does not take an active
role in managing it.
Answer: TRUE
64) Each partner in a limited liability partnership is a limited partner; there are no general
partners.
Answer: TRUE
65) Limited liability partnerships (LLP) are where all partners in a business are limited partners,
which offers the advantage of limited liability for the debts of the partnership.
Answer: TRUE
66) A master limited partnership (MLP) is like a regular limited partnership, except that its
shares are not traded.
Answer: FALSE
67) A corporation formed and chartered in Kansas is considered a domestic corporation when
doing business in Kansas, and a foreign corporation when doing business in Missouri.
Answer: TRUE
68) A corporation formed in Taiwan doing business in the United States is a foreign corporation.
Answer: FALSE
13
69) Most states do not require a Certificate of Incorporation or a charter to be filed for a new
corporation.
Answer: FALSE
70) Corporations must obtain a federal charter before they can conduct any business.
Answer: FALSE
71) Stockholders in the corporation have the same kind of liability as do general partners in a
partnership.
Answer: FALSE
72) When filing the corporate charter, a corporation must file in the state in which its
headquarters are located.
Answer: FALSE
73) A business with more than five owners must be a corporation.

Answer: FALSE
74) One significant advantage of a corporation is the ability to attract capital.

Answer: TRUE
75) The corporation has the advantage of transferable ownership, which easily enables the
corporation to sell shares to others or to transfer stock through inheritance.
Answer: TRUE
76) "Double taxation" refers to the fact that corporations are required to pay both federal and
state income taxes.
Answer: FALSE
14
77) "Double taxation" refers to the fact that the corporation itself must pay taxes on its net
profits, and the stockholders must also pay taxes on the portion of those same profits distributed
to them as dividends.
Answer: TRUE
78) Company founders can become minority stockholders in a corporation but can never lose
their final authority or control over business decisions because they are the founders.
Answer: FALSE
79) An S corporation maintains the advantages of the corporate form of ownership while having
the ability to be taxed as a partnership.
Answer: TRUE
80) An S corporation can issue both voting and nonvoting common stock to its shareholders.
Answer: TRUE
81) One disadvantage of an S corporation is that the cost of many benefitsinsurance, meals,
lodging, and othersthat are paid to shareholders with 2 percent or more of stock cannot be
deducted as business expenses for tax purposes and are considered taxable income.
Answer: TRUE
82) Liquidating an S corporation involves several steps, including paying all taxes and debts,
obtaining the written approval of shareholders to dissolve the company, filing a statement of
intent to dissolve with the secretary of state's office, and finally distributing all remaining assets
of the corporation to shareholders.
Answer: TRUE
83) Choosing S corporation status is usually beneficial to startup companies anticipating net
losses and to highly profitable firms with substantial dividends to pay out to shareholders.
Answer: TRUE
15
84) A limited liability company must have at least two owners.
Answer: TRUE
85) The limited liability company, like an S corporation, is a form of ownership that is a cross
between a partnership and a corporation.
Answer: TRUE
86) To form a limited liability company, an entrepreneur must file both the articles of
incorporation and the operating agreement with the secretary of state.
Answer: TRUE
87) As in a limited partnership, owners of a limited liability company who want to maintain their
limited liability status cannot actively participate in the management of the company.
Answer: FALSE
88) Like an S corporation, a limited liability company does not pay income taxes; its income
flows through to its owners, who pay taxes on their shares of the limited liability company's net
income.
Answer: TRUE
89) A limited liability company cannot have any more than two of the following corporate
characteristics: limited liability, continuity of life, free transferability of interest, and centralized
management.
Answer: TRUE
90) In a professional corporation, all shares of stock must be owned and held by individuals
licensed in the profession of the corporation.
Answer: TRUE
16
91) A professional corporation is created in the same way as a regular corporation, and exists to
provide the advantages of corporate ownership, including limited liability, to professionals such
as doctors and lawyers.
Answer: TRUE
92) A joint venture is much like a partnership except that it is formed for a specific limited
purpose.
Answer: TRUE
93) What factors should an entrepreneur consider when choosing a form of ownership?
Answer: Factors an entrepreneur should consider when choosing a form of ownership include:
• Tax considerations
• Liability exposure
• Start-up capital requirements
• Control
• Business goals
• Management succession plans
• Cost of formation
94) What is a sole proprietorship? Explain the advantages and the disadvantages of a sole
proprietorship.
Answer: A sole proprietorship is a business owned and managed by one (1) individual.
Advantages of a sole proprietorship:
• Simple to create
• Least costly form of ownership to begin
• Profit incentive
• Total authority
• No special legal restrictions
• Easy to discontinue
Disadvantages of a sole proprietorship:
• Unlimited personal liability
• Limited skills and capabilities
• Feeling of isolation
• Limited access to capital
• Lack of continuity for the business
17
95) What is a partnership? Explain the advantages and the disadvantages of a partnership.
Answer: A partnership is an association of two or more people who co-own a business for the
purpose of making a profit.
Advantages of a partnership:
• Easy to establish
• Complementary skills
• Division of profits
• Larger capital pool
• Ability to attract limited partners
• Little governmental regulation
• Flexibility
• Taxation
Disadvantages of a partnership:
• Unlimited liability of the general partner(s)
• Not effective in capital accumulation
• Difficulty in disposing of partnership interest without dissolving partnership
• Lack of continuity
• Potential conflicts
96) John and Bill are considering starting a partnership. Why is it important for them to develop
a formal partnership agreement? List at least ten of the provisions their partnership agreement
should include.
Answer: The partnership agreement is important because it states in writing all of the terms of
operating the partnership and protects each partner involved. The standard partnership
agreement should include the following:
1. Name of partnership
2. Purpose of business
3. Domicile of the business
4. Duration
5. Partner names and addresses
6. Contributions of each partner
7. How profits/losses are distributed
8. Agreement on salaries and draws
9. Procedure for expansion of new partners
10. How assets will be distributed
11. Sale
12. Salaries, draws, and expense accounts
13. Partners' absence or disability
14. Dissolution
15. Alterations or modifications
18
97) Outline the incorporation process.
Answer: When incorporating, a Certificate of Incorporation or charter must be filed with the
secretary of state. The Certificate of Incorporation includes such things as:
• The type and value of capital stock the corporation wants
• Time horizon (50 years, perpetuity)
• Restrictions, if any, on transferring shares
• Rules under which corporation will operate
• Statement of purpose
• Corporation name
• Name and address of incorporators
98) What is a corporation? Explain the advantages and the disadvantages of a corporation.
Answer: A corporation is a separate legal entity apart from its owners that receives the right to
exist from the state in which it is incorporated.
Advantages:
• Limited liability of stockholders
• Ability to attract capital
• Ability to continue indefinitely
• Transferable ownership
Disadvantages:
• Cost and time of incorporation
• Double taxation
• Diminished managerial incentives
• Regulatory red tape
• Founderloss of control potential
99) What is an S corporation? Explain the advantages and the disadvantages of an S corporation.
Answer: A corporation that retains the legal characteristics of a regular (C) corporation but has
the advantage of being taxed as a partnership if it meets certain criteria.
Advantages of as S corporation:
• Continuity of existence
• Transferability of ownership
• Limited liability for owners
• Income taxed onceat individual's rate
• Avoids "C" corporation tax on assets
• Owners can get year-end payouts
• Can have "S" corporation subsidiaries
Disadvantages of an S corporation:
• Lower rate than top individual tax rates
• Many fringe benefits cannot be deducted
19
100) What kinds of companies would benefit most from S corporation status? Least?
Answer: S corporation status is usually beneficial to start-up companies anticipating net losses
and to highly profitable firms with substantial dividends to pay out to shareholders. In these
cases, owners can use the losses to offset other income. In addition, owners who plan to sell in
the near future prefer "S" corporations because taxable gains on "S" corporations are lower.
S corporation status would be least beneficial for companies whose characteristics include:
• Higher individual tax rates
• Profitable service companies that pay out much of their profits to shareholders in the form of
benefits
• Fast growing companies that retain most of earnings to finance growth
• When loss of fringe benefits exceeds tax savings
• Sizeable net operating losses that cannot be used against "S" corporation earnings
• Income before any compensation is less than $100,000 per year
101) What is a limited liability company? How is one formed? What benefits does an LLC
offer?
Answer: A relatively new form of ownership that, like an S corporation, is a cross between a
partnership and a corporation; however, it is not subject to many of the restrictions imposed on S
corporations.
The process of creating an LLC is much like creating a corporation. The articles of
organization actually create an LLC by establishing its name, address, method of management,
its duration, and the names and addresses of each organizer. An operating agreement, similar to
an organization's bylaws, is also created. An LLC must have at least two owners (called
members).
Unlike an S corporation, it offers limited liability without imposing any ceilings on their
numbers and does not restrict the partners from participating in day-to-day operations and
management of the business. The LLC also avoids double taxation because its income flows
through to its members who divide it as they see fit.
102) Compare and contrast the following forms of ownership: a corporation, an S corporation,
and a limited liability company.
Answer:
• All have limited liability.
• The LLC and S corporation are both similar to a partnership in the way they see fit to divide
income. They both avoid double taxation.
• Both the C and S corporation have continuity of existence and transferability of ownership.
• The LLC is not subject to the same restrictions as an S corporation. For example, an S
corporation cannot have more than 75 shareholders, no shareholders may be foreigners or
corporations, and it may have only one class of stock. This is not the case with the LLC.
• Unlike the corporation, an LLC does not have perpetual life.
20
Mini Case 5-1: "Today, You Gutta' Be a Corporation"
Duke has been a successful used car dealer for 25 years in the same location, operating as a
proprietorship. In those 25 years, he has expanded his operation and become the largest
independent car dealer in a city of 85,000 people. Few people in town can boast of a business
reputation better than Duke's. As he says, "I've always done business in a fair and honest fashion,
and I've tried to give my customers an honest deal. The public has responded well, and last year
the business revenue increased to an all-time high of $830,000."
As the business has grown, so have Duke's liabilities. On a given day, Duke will have cars worth
from $350,000 to $450,000 as inventory on the lot. "Twenty years ago, if I'd asked the bank for a
line of credit of $200,000, they'd have tossed me out the front door. There's no question today
business is different."
Duke's only daughter recently married a garage mechanic who has worked in the area for the past
three years. Though Duke thinks the boy is certainly nice enough, he does not believe he is very
smart. "The kid sure knows how to fix a car, but that's as far as it goes," says Duke. "On my last
visit to the accountant, he suggested I consider incorporating. I guess he knows what he's talking
about. That's all you hear today'you gutta' be a corporation.' I guess he's right. But, to tell you
the truth, I don't know."
103) Should Duke incorporate or should he remain a proprietorship? Why?

Answer: There are significant advantages for Duke to investigate other alternatives. The sole
proprietorship does not offer limited liability and incorporating would provide that benefit.
104) Would you recommend Duke establish an S corporation? What conditions would he have
to meet?
Answer: Duke's business looks as though it would qualify for S corporation status, and, as the
text describes, there are tax advantages and, given the volume of sales and the "good living"
Duke makes, he should consider this form of ownership.
105) Would a limited liability corporation be any better for Duke? Why or why not?
Answer: A limited liability corporation offers many of the same advantages as an S corporation.
Future ownership may be one consideration. If Duke wishes to take on additional owners, an S
corporation may better facilitate that transition.
21

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Essentials of Entrepreneurship & Small Business Management, 6e (Scarborough)

Chapter 5 Forms of Business Ownership

1) The key to choosing the right form of ownership is:

7) A partnership agreement defines how the partners will be compensated. Normally,

8) Probably the most important reason to have a partnership agreement is that:

9) Which of the following issues would a typical partnership agreement address?

12) In a general partnership:

13) Which of the following is required to form a partnership?

15) Which of the following is not true of a limited liability partnership?

20) A corporation receives its charter from:

21) Which of the following generally is not required by a Certificate of Incorporation?

22) Which of the following statement(s) is/are true?

24) Which of the following is a disadvantage of the corporation form of ownership?

30) A limited liability company:

31) A limited liability company is most like a(n):

44) In a sole proprietorship, the owner has limited liability.

56) In a partnership, the business itself is subject to federal income tax.

73) A business with more than five owners must be a corporation.

74) One significant advantage of a corporation is the ability to attract capital.

103) Should Duke incorporate or should he remain a proprietorship? Why?

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